Subsidiary Setup without Relocation to Singapore

Overview

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Process

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.

Singapore Subsidiary formation + Nominee Resident Director

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 holding 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.

Company Registration of Subsidiary Company

Our service for incorporation of a private limited Singapore Company includes:

Name check and reservation
Preparation of memorandum & articles of the company
Preparation of registration forms
Professional & Filing Fees
E-Certificate of incorporation
Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
Minutes of first board meeting
Resolution to open a bank account

Singapore Local Nominee Director

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 on-going 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. Security Deposit is in addition to the Service Fees. The security deposit is refundable

Corporate Secretarial

Singapore Companies Act requires all Singapore Companies to appoint a Company Secretary to handle on-going Statutory Compliance Matters.

We will act as your company secretary and this service includes:

ACRA Compliance Alert & Reminders
Named Company Secretary registered with ACRA for 12 months
Maintaining the statutory books, preparation of all relevant minutes for Directors’ and Shareholders’ meetings.

Optional Services

Registered Office Address

The companies Act requires all Singapore incorporated entity to have a Singapore-based registered address.

All Singapore Companies require a local registered address for official communication.
Rikvin can provide a prestigious address if you don’t have one.
If this option is terminated prematurely, any unused amount is refunded on a pro-rated basis.

Process

Step 1 – Submit Your Request and Provide Incorporation Details

Upon receipt of your company incorporation details, 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

We will commence with the preparation of incorporation documents upon receiving the payment for services as reflected in the invoice. We accept payment via cash, cheque, telegraphic transfer and credit card.*

You will then have to sign the incorporation documents either in Singapore before us or before Notary Public if you are overseas.

*(Admin surcharges apply.)

Step 3 – Incorporate Company and Open Bank Account

Upon the signing of the incorporation documents, we will proceed with the registration of your company with Accounting and Corporate Regulatory Authority of Singapore (ACRA).

Once the company has been incorporated, we will help you open a corporate bank account.

Step 4 – Apply for Employment Pass (EP)

Rikvin submits all Employment Pass (EP) applications electronically to the Ministry of Manpower (MOM) so that you can learn of your application outcome sooner.

It takes MOM between 1-15 working days to process the application.
Upon receiving the In-principle Approval notification, we will make arrangements for the collection of your EP.

The application for the employment pass can only be done once the company has been incorporated. It is not necessary to be physically present in Singapore while the application is being processed.

Documents Required

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.

Subsidiary Setup without Relocation to Singapore