Other Options
- Subsidiary Setup with Relocation to Singapore
- Singapore Branch Office Registration
- Singapore Representative Office Setup
-
Our experts are waiting.
Monday to Friday
9.00am to 6pm
Singapore time (GMT+8hrs)
Call: +65 6438 8887
Email: info@rikvin.com
A foreign Subsidiary Company in Singapore is a locally incorporated limited liability company with which the majority of shares are held by the foreign company.
Subsidiary Setup without Relocation to Singapore
If you wish to set up a Subsidiary Company without relocation of management staff member to Singapore, you will need to do the following:
- Incorporate a Subsidiary Company.
- Appointment of a Singapore resident director for the incorporation of the company in accordance with the Singapore Companies Act. You can also engage our Nominee Director Service with with we can provide a Nominee Director on a long term basis or a temporary one until you find a suitable Singapore resident director to represent your company.
Features of a Subsidiary
- It is incorporated as a limited liability company, hence has a distinct legal identity.
- The foreign company’s liability is limited to the value of the shares it subscribes into the subsidiary.
- The foreign parent company may own 100% of the subsidiary.
- A subsidiary company, with at least one individual shareholder with minimum of 10 percent shareholding, is entitled to local tax incentives. New start-up companies Pay Zero tax on the first S$100,000 of chargeable income for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income.
Summary of Setup Requirements for Singapore Subsidiary
- Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary
- Minimum initial paid-up capital is S$1
- A Singapore registered office address
Notes
If you are a foreign company that plans to incorporate a company and do not intend to relocate management staff to Singapore, you will need to do the following:
- Engage Rikvin to assist you in the registration of a Subsidiary Company as mandated by ACRA.
- Appoint a Singapore resident director or engage Rikvin’s Nominee Director Service. A Singapore resident director is required for the incorporation of a company in Singapore. Rikvin can provide you with a Nominee Director on a long term basis or a temporary one until you find a suitable local director to represent your company. We will transfer the directorship once you have appointed a new local director.
Singapore Nominee Director
The Singapore Companies Act requires all Singapore Private Limited companies to have at least one individual director who is ‘ordinarily’ resident in Singapore.
A Singapore resident can be one of the following:
- Singapore Citizen
- Singapore Permanent Resident
- Singapore Employment Pass/EntrePass/Dependant Pass holder with a residential address in Singapore
If you do not have a local Singapore resident director to meet the requirement of the Singapore Companies Act, you can engage our Nominee Director Service. We will provide you the service of a local Nominee Director for your company, provided the followings conditions are met:
- The service is offered for statutory compliance only. The Nominee Director will not be involved in any financial or operational matters or management of the company.
- You must appoint one or more individuals (normally the company shareholders) to be the directors that are responsible for running the company operations.
- You must satisfy our initial and ongoing KYC requirements.
- Execute our Nominee Director Indemnity Agreement.
We will also require a refundable security deposit for the provision of the Nominee Director Service. The service can be terminated any time at your convenience. You, however, must appoint a new Singapore resident director to meet the statutory requirement.
Related Topics
Duties and Responsibilities of Nominee Director
Nominee Shareholder
Nominee Agent
Company Registration with Nominee Director Service
Company Registration Requirements
The most common type of company to be incorporated in Singapore is the Private Limited Company. It is a type of a company limited by shares, registered with Accounting & Corporate Regulatory Authority (ACRA) under the Singapore Companies Act. A Singapore Private Limited Company has a separate legal entity from its shareholders, and therefore they are not liable for the debts and losses of the company beyond the amount of their share capital.
Corporate Taxation
New start-up companies pay Zero tax on the first S$100,000 of chargeable income for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income. For more details, refer to Singapore Corporate Tax guide.
Setup Requirements for Singapore Company Registration
- Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary
- Minimum initial paid-up share capital is S$1
- Singapore Companies must have a Singapore registered office address
What you need to know before Incorporation
Company Name: The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if the name is:
- identical to another existing Company Name
- undesirable
- similar to establish Names or trademarks such as Coca Cola and Temasek
Shareholders: A minimum of at least one corporate or individual shareholder is required. A director and shareholder can be the same or different person(s). 100% local or foreign shareholding is allowed. The Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company. Details of shareholders will appear on public records.
Resident Directors: A Singapore Private Limited Company must have at least one director who must be an “ordinary” resident in Singapore, ie a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/EntrePass or a Dependants’ Pass with a residential address in Singapore.
There is no limitation on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. The director must be at least 18 years of age, and must not be bankrupt or convicted of any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.
Company Secretary: The company secretary must be a natural person who is an “ordinary” resident in Singapore. The Singapore Companies Act requires each company to appoint a company secretary within six month of incorporation.
Share Capital/Paid-up Capital: The minimum paid-up capital for the registration of a Singapore company is S$1 or its equivalent in any other currency. The minimum issued capital is one share of par value. “Bearer” shares or “No par value” shares are not permitted. The Share or paid-up capital can be increased anytime after the incorporation of the company.
Registered Address: Every company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. The use of residential address is allowed for certain types of business.
Memorandum and Articles of Association: The Memorandum and Articles of Association of a company must be lodged with ACRA. The Memorandum specifies the activities in which the company may engage in whereas the Articles of Association specifies the rules governing the internal management of the company.
For foreigners setting up a company – what you need to know
Engage a Professional Firm: Foreign corporations and individuals must engage a professional firm that speciallizes in company incorporation in Singapore to set up a company.
Work Visa for Foreign Individuals: Foreign individuals who wish to relocate to run their new Singapore Company operations have two types of work pass to choose from. For more details, please refer to our Singapore Work Pass Comparison Chart.
Work Visa for Foreign Corporation Management Staff: A Foreign Corporation that plans to relocate their management staff to Singapore to run their newly setup Singapore company setup must apply for Employment Pass. For more details, please refer to our Singapore Employment Pass information.
Foreign Individuals/Corporation Not Relocating to Singapore: Foreign Individuals and corporations that do not intend to relocate to Singapore to operate the company must appoint a Singapore resident director in accordance with the Singapore Companies Act.
Opening of a Corporate Bank Account
Once the company has been incorporated, you may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas.
If you are unable to come to Singapore, you may choose a bank that allows opening of a corporate bank account without your physical presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you coming to Singapore.
Post Incorporation – What you need to know
Licenses and Permits: Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot commence operation unless you have the necessary approval or license from the relevant government authorities.
Private schools, video companies, travel agencies, moneylenders, banks, financial advisers, childcare centres and importers, wholesalers and retailers of liquor licenses are some examples of business that need permits to operate. For more details, refer to Singapore Corporate Tax.
Registered Office Hours: You must have a registered office address and the office must be open to public for a minimum of three hours a day during normal business hours on weekdays.
Registration Number: The Business registration number, or UEN, issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.
Custom Registration: If your business activities involves import, export and transhipment in and out of Singapore, you will need to register your company with the Singapore Customs and obtain a Central Registration (CR) Number or commonly known as Customs Registration. The CR number is mandatory for Singapore companies or organizations engaged in trading activities.
Singapore Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST.
Compulsory Registration
All Singapore businesses must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.
Voluntary Registration
You may also choose to register for GST voluntarily. Approval of a voluntary registration is at the discretion of the Comptroller of The Inland Revenue Authority of Singapore (IRAS). Once approved, you must remain registered for at least two years.
Rate of GST
The current GST rate is 7%.
Registration of Singapore Central Provident Fund (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a certain percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 14.5% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees are not required.
Ongoing Singapore Company Statutory Compliance Considerations
Once your Singapore Company is incorporated, you must comply with the statutory requirements set by ACRA and IRAS. For more details, refer to our Annual Filing Requirements for a Singapore company.
Step 1 – Submit Incorporation order form.
Please provide us your email address and we will email you the necessary incorporation forms.
cforms contact form by delicious:days
Upon receipt of the above from you, we will
- Check your proposed company’s name availability
- Follow-up with you to clarify queries (if any) and advise accordingly
- Send you an invoice for our services.
Step 2 – Make Payment
Upon receiving the payment for our services, we will prepare the incorporation documents to be duly signed either in Singapore before us or overseas before Notary Public.
Step 3 – Incorporate Company
Upon the signing of the incorporation documents, we will proceed to register the Singapore Company with Accounting and Corporate Regulatory Authority of Singapore (ACRA). Once the company has been incorporated, you may proceed to open a corporate bank account.
Documents Checklist
Required Registration Documents
The following documents/information are required for the registration of a Singapore Subsidiary:
- A certificate of incorporation of the parent company
- An extract from the Registrar of Companies that shows the current registered address and directors of the parent company
- A corporate resolution authorizing a specific individual to sign necessary subsidiary documents on behalf of the parent company
- Passport particulars and residential address details of individuals who will act as the directors of the Singapore subsidiary
- Signed Consent to Act As Director by each proposed director
- Registered address details for the Singapore subsidiary
- Memorandum & Articles of Association for the Singapore Subsidiary
All documents must be in English and any non-English documents must be translated into English.
