Singapore is an alluring destination for foreign companies looking to establish a foothold in the region, offering a multitude of avenues to set up operations.
Here, we will explore all company setup options that foreign companies can consider when venturing into the Singaporean market.
- Transfer of Registration (Re-domiciliation)
- Establishing a representative office,
- Incorporating a local subsidiary company, or
- Registering a branch of their foreign company
These options are tailored to accommodate the diverse needs and goals of businesses aiming to establish a strong presence in Singapore and leverage its numerous advantages.
Let’s mull each option to understand which is better for your business needs.
Inside This Article:
Transfer of Registration (Re-domiciliation)
Foreign corporate entities can transfer their registration to Singapore, commonly called re-domiciliation. This process involves the foreign entity becoming a Singapore company and adhering to the regulatory requirements outlined in the Companies Act.
By opting for re-domiciliation, foreign companies can seamlessly transition their operations to Singapore while enjoying the benefits of conducting business in this thriving global hub.
Here are the key points to consider when applying for the transfer of registration (inward re-domiciliation) of a foreign corporate entity to Singapore:
- Conduct a name search: Use BizFile+ to ensure the proposed company name is available before applying.
- Complete the application form: Fill out the “Application for Transfer of Registration under Section 358(1)” form, available for download on the official website. Provide details such as the foreign corporate entity’s name, place of incorporation, registered office address, financial year end, proposed company officers, share capital, and shareholder information.
- Prepare supporting documents: Gather the necessary documents in PDF format, including a certified copy of the foreign corporate entity’s constitution, certificate of incorporation, and the proposed constitution for the Singapore company. If applicable, include declarations by the corporate service provider, proposed directors, secretary, and lodger. Pay the required application fee.
- Submission and processing time: Submit the completed application form and supporting documents to ACRA. The processing time for the transfer of registration application can take up to two months, including any referral to other government agencies for review or approval.
- Approval and registration: The foreign corporate entity will be registered as a Singapore company limited by shares. Within 60 days after registration, a document proving deregistration in the place of incorporation must be submitted.
- Extension of time: If more time is needed to provide the deregistration document, an application for an extension of time can be submitted along with the applicable fee.
- Post-registration obligations: Register pre-existing charges with ACRA within 30 days after registration. Issue new share/debenture certificates within 60 days after registration. Note that share warrants issued before registration are considered void. If the foreign corporate entity were previously registered as a foreign company under the Companies Act, the foreign company registration would cease upon re-domiciliation.
Establishing a Representative Office
Foreign companies interested in exploring business opportunities in Singapore can establish a Representative Office (RO) as an initial step. The RO serves as a temporary presence for market research and communication purposes, allowing companies to assess the business environment before committing to a permanent establishment.
However, it is important to note that a RO has no legal status and cannot engage in profit-generating activities.
To register a RO, an application must be submitted to Enterprise Singapore, the government agency responsible for trade promotion and business support in Singapore. This process helps foreign companies gain insights into the local market and inform their future business decisions.
Incorporating a local subsidiary or company
A subsidiary company in Singapore is a locally incorporated private limited company. The majority shareholder of a subsidiary company can be another local or foreign company. Foreign companies can fully own a subsidiary company in Singapore, holding 100% of its shares. A subsidiary company is considered separate from its foreign parent company under Singaporean law. The liabilities and debts of the subsidiary company are not held against the foreign parent company.
Some points to note here:
- A properly structured subsidiary company in Singapore can offer tax advantages, access to government incentives, and easier access to local funds.
- Setting up a subsidiary company is generally recommended for small to medium-sized businesses.
- The name of the subsidiary company can be different from the parent company, subject to approval by ACRA(Singapore’s Accounting and Corporate Regulatory Authority).
- The Singapore Companies Act mandates the appointment of one or more directors for a subsidiary company. At least one director must be a permanent resident, Singapore citizen or hold an Employment Pass.
- The subsidiary company has to have a registered office address in Singapore and keep its statutory documents there.
Registering a branch of their foreign company
Foreign companies can establish a branch in Singapore. Unlike a subsidiary, a foreign company’s branch must have a locally resident-authorized representative. Additionally, the branch must adhere to the statutory and disclosure obligations outlined in the Companies Act of Singapore.
Some points to note here:
- Any foreign company conducting continuous profit-generating activities in Singapore must register with the Accounting and Corporate Regulatory Authority (ACRA) as a business entity.
- A Singapore branch office is considered an extension of the foreign company and not a separate legal entity.
- The parent company of a Singapore branch office is implicitly liable for the debts and liabilities of the branch.
- Key registration requirements include having a corresponding name, appointing at least one authorised representative who is a resident of Singapore, and having a registered office address in Singapore.
- Documents required for registration include a certified copy of the foreign company’s Certificate of Incorporation and Constitution, particulars of directors, a memorandum of appointment for the authorised representative, and financial statements of the parent company.
- The registration process involves name approval and entity registration, typically completed within 1-2 days.
- A corporate bank account can be opened after registering the Singapore branch.
- Singapore branch offices are subject to non-resident taxation, with a corporate tax rate of 17%.
- Annual filing requirements include filing an Annual Report, audited accounts, and a Tax Return for the Singapore branch office.
Learn more about Annual filing requirements for Branch Office in Singapore here
We understand the importance of strategic decision-making when incorporating a company in Singapore. Our team of experts is well-versed in the regulatory requirements and procedures set forth by the Accounting and Corporate Regulatory Authority (ACRA). We provide comprehensive guidance and support throughout the process, ensuring our clients a seamless and efficient registration experience.
By incorporating a company in Singapore, businesses can leverage the country’s business-friendly environment, favourable tax policies, and robust infrastructure.
Our consultancy services encompass various options, including setting up representative offices, subsidiary companies, or branch offices tailored to our client’s unique needs and objectives.
By partnering with our consultancy firm, businesses can confidently embark on their Singapore incorporation journey, knowing they have a trusted advisor at every step.
Contact us today to discover how we can help you successfully incorporate a company in Singapore and unlock new growth opportunities in this dynamic and thriving business hub.
FAQs on Foreign Company Registration in Singapore
- The timeframe for incorporating a Singapore company varies, but the process can typically be completed within a few hours. Factors such as name reservation and signing of incorporation documents can affect the timeline, ranging from one day to a few weeks.
- Registering a Singapore subsidiary offers the following benefits:
- Limited liability: A subsidiary’s liability is confined to its share capital, protecting the parent company.
- Tax incentives: Subsidiaries enjoy resident status, qualifying for tax incentives available to Singapore companies.
- Double tax treaty benefits: Subsidiaries can leverage double tax treaties, reducing tax obligations on international operations.
Considering these advantages, registering a Singapore subsidiary is a favourable option for overseas companies.
- Most small to mid-size foreign companies opt to register a subsidiary in Singapore due to the benefits it offers
- Separate liability from the parent company
- Flexibility in conducting business activities
- Access to local tax incentives
- Independent financial reporting requirements
- No, visiting Singapore to register a branch office is not mandatory. We can assist you through email communication and document courier services. However, a visit to Singapore is recommended if you plan to open a bank account. While some banks may require a face-to-face meeting, we can arrange the meeting at our office. If you cannot visit Singapore, the bank may conduct a phone interview, which may prolong the due diligence process.
- Absolutely! According to the Singapore Companies Act, foreign entities can be 100% shareholders of Singapore companies. This allows foreign companies complete control and ownership over their Singapore subsidiaries.
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