This guide outlines the different types of foreign company registration options available to businesses and investors in Singapore.
Singapore is one of the countries that an increasing number of foreign investors are considering setting up a company in because of its various business advantages and fast, easy incorporation.
In this article, we will take a look at the different registration options and their characteristics.
Private limited company
A private limited company is a company that has 50 shareholders or less. The private limited company is the most common structure used by businesses in Singapore and allows 100% foreign-ownership.
The share capital can be as little as SGD 1.00, and it is relatively quick to set up, with the process taking less than 24 hours. The company gives shareholders protection from liability in the event that the business venture doesn’t work out.
The shareholding structure allows new investors to come into the company to assist with business expansion. A Singapore resident director and resident company secretary is required. The company is required to have a registered office in Singapore.
Required documents to set up a private limited company
The required documents include:
- Company name approval
- Business activity description
- Shareholding structure
- Shareholder agreement
- Registered address
- Identification details of the shareholders, directors and company secretary
- The articles of association
Limited liability partnership (LLP)
A limited liability partnership (LLP) is a convenient vehicle for doing certain types of business in Singapore. LLPs are ideal for chartered professionals, such as accountants, lawyers or architects, and private equity funds with a limited number of investors.
Foreign individuals who want to set up an LLP in Singapore must appoint a professional services firm like Acclime to help go through the registration process.
An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company, meaning that the LLP is seen as a body corporate and has a legal personality different from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities.
The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner, however, may be held personally liable for claims from losses resulting from his wrongful act or omission.
Required documents to set up a limited liability company
- The proposed LLP name
- Particulars of the LLP partners or managers in accordance with the foreign passport or Singapore identity card
- Residential address of the LLP partners or managers
- Declaration of compliance
- Details of the registered address for the LLP
- Consent to act as manager and statement of non-disqualification to act as manager
- In the case the partner is a company: registration details of the company (registration number, jurisdiction, registered address)
Foreign company branch office
Some offshore companies prefer to set up a branch office in Singapore. This choice is made mainly for legal or tax reasons based on the home jurisdiction of the company. A branch is not a resident of Singapore for tax purposes, so it cannot avail itself of the Singapore double tax treaty network nor the tax concessions granted to Singapore incorporated companies.
Setting up a branch is a little more involved than setting up a private limited company, with ACRA requiring information not only about the branch to be set up in Singapore, but also the parent entity. A Singapore resident Authorised Representative of the branch is necessary, as is a registered office.
Required documents to set up a branch office
The following documents must be submitted to the ACRA:
- Name and registered office of the foreign company in its place of incorporation
- Certified copy of the foreign company’s certificate of incorporation
- Certified copy of the foreign company’s constitution
- Notice of the foreign company’s registration number, business description and legal entity type
- Particulars of the foreign company’s directors
- Particulars of at least one Singapore resident who has been appointed to act as the branch company’s authorised representative
- Statement of consent from the branch company’s authorised representative who has consented to their appointment
- Particulars and opening hours of the branch office in Singapore
- The latest audited financial statements of the foreign company
Foreign company representative office
A representative office is sometimes set up in Singapore by an overseas company as a means of testing the market in Singapore and the region to determine the viability of setting up a business in Singapore. A representative office can be set up for a maximum period of three years, at which time it needs to convert to a Pte. Ltd company, a branch of the foreign company or close down. The registered office needs to be evaluated and re-approved on an annual basis during these three years.
A representative office can only engage in the collection of market information for the company offshore. It cannot have any ability to negotiate or conclude contracts on behalf of its parent.
Required documents to set up a representative office
- Completed application
- Copy of the foreign parent company’s certificate of incorporation or registration certificate
- Copy of the foreign parent company’s latest annual report and audited accounts
Feel free to contact Acclime when you need help determining a suitable foreign company option and guidance through out the registration process.
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