Businesses can be registered in Singapore online at Bizfile, a web-based electronics filing and registration system managed by Singapore’s Accounting and Corporate Regulatory Authority.
Generally, companies have the following options for business formation:
- Singapore Subsidiary – a locally incorporated company with the foreign parent company as a shareholder. Singapore allows 100% foreign shareholding. The company is entitled to local government incentives and privileges of tax treaties, which satisfies the qualifying conditions. It will be subjected to local corporate tax rates, has a separate legal identity and its liabilities do not impact the foreign parent company.
- Branch Office – a locally registered entity that acts as an extension of the foreign parent. Therefore, its liabilities are extended to the parent company. The revenue generated locally will be subjected to tax at the prevailing local tax rate although it is a non-resident for tax purposes.
- Representative Office – This type of entity is for the purpose of market research, administrative or liaison purposes only. It cannot engage in revenue generating activities. This entity is a transitory arrangement only because the registration is valid for one year, renewable for up to 3 years maximum; thereafter it must graduate to a subsidiary or branch office to continue its operations here.
All businesses must be registered with the Accounting & Corporate Regulatory Authority (ACRA). This includes any individual, firm or corporation that carries out business for a foreign company. The first step is to seek ACRA’s approval of the name of the corporation, which can be done online.
Once the name is approved, the registration papers and information can be e-filled with ACRA for the registration of the foreign company. The following documents have to be submitted as well for registration:
- A certified copy of the corporation’s certificate of incorporation in its place of incorporation or origin, or a document of similar effect.
- A certified copy of the corporation’s certificate of change of name or a document of similar effect (if applicable).
- A certified copy of its charter, statutes, or memorandum and articles of association or other instrument constituting or defining its structure.
- A list of its directors stating their names, residential addresses, nationalities, passport numbers, occupations and dates of appointment as directors.
- A memorandum of appointment of agents together with an affidavit. There must be at least two agents who must be Singapore citizens, permanent residents or holders of valid Employment Passes.
- Notice of the location of the corporation’s registered office in Singapore to which all communications and notices may be addressed.
A Singapore address for the business will be needed during the business registration. Businesses that do not require a physical premise can provide virtual addresses, which are offered by many professional service providers. As for businesses that require a physical premise, the individual or company can choose to operate from a home office, retail outlets or flatted factories depending on the nature of the business. Premises must be operated in accordance to the approved business use by the relevant authorities. The body monitoring the requirements of the Companies Act (CA) is ACRA.
If you need assistance with incorporation in Singapore, please contact us.