Singapore has a very pro-business environment. Potential investors need to be aware of additional regulations and permits that apply to non-Singapore citizens. Tax implications vary according to the structure and professional advice is essential before commencing business. All businesses of any sort must be registered with the ACRA before commencing business.
Some companies will require additional licensing to operate. Financial institutions must be licensed by the MAS, and firms intending to manufacture or sell certain restricted goods will need appropriate licenses.
Any company considering doing business in Singapore should consult the relevant regulatory body to establish whether additional licenses are necessary.
Sole-proprietorship
Partnership
Company
A sole-proprietorship is a business owned by a local resident. A local resident is defined as either a citizen, permanent resident or a foreigner holding an employment or dependant pass.
If the owner is not resident in Singapore, a local agent must be appointed.
It is the simplest and most flexible business structure. A sole-proprietor has unlimited liability.
Partnerships can be:
Like a sole-proprietor, the business of a partnership has to be registered under the Business Registration Act. A partnership may consist of individuals or companies, the minimum number of partners is two and the maximum is twenty. Once there are more than twenty partners, the business must be registered as a company under the Companies Act. As a general partnership is not a separate legal entity, members of the partnership are jointly and severally liable for the debts of the partnership.
A Limited Liability Partnership (LLP) is a business structure that offers all its members limited liability while allowing them to retain the flexibility of operating the LLP as a traditional partnership. A partner of a LLP is not personally liable for the malpractice of other partners in the firm. The partner is however personally liable for his own negligence and personal misconduct. LLPs are commonly used by professional firms and start-ups.
A Limited Partnership (LP) consists of one or more general partners and one or more limited partners. Limited partners of an LP enjoy limited liability but are unable to take part in the management of the firm.
The LP structure would appeal to investors who wish to be “silent partners” in a business, and whose liability is limited to the extent of their investment in the LP.
Under the Companies Act, a Company may be incorporated as one of the following:
Most companies in Singapore are private companies limited by shares and bear the suffix “Pte Ltd” or “Private Limited” to its name. A private company which wishes to maintain more than 50 shareholders must be converted to a public company limited by shares.
An Exempt Private Company (EPC) is one which has a maximum of 20 individual shareholders and with no corporate shareholder. An EPC does not need its accounts to be audited if revenue is less than SGD 10 million for the financial year.
However, professional firms filing on behalf of an EPC may still require the hardcopy exempt certificate from directors as evidence of compliance and for record purposes.
A public company limited by guarantee is one which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, charity etc. There is no share capital.
A public company limited by shares may have more than 50 shareholders. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the MAS before making any public offer of shares and debentures.
The requirements for registering a Private company in Singapore are simple and straightforward.
The company formation requires a proposed name, minimum paid-up capital, local director, company secretary, and registered office address.
The proposed name must be carefully considered to make sure that it is not identical or similar to existing local company names, does not infringe on any trademarks, and is not already reserved. Once ACRA approves the proposed name, it will be reserved for 120 days for the company's incorporation.
While there is no minimum paid-up capital requirement, the capital required to form a Company should be $1. By injecting additional funds after incorporation, the capital can be raised.
There is no limit on the number of local or foreign directors that a Singapore company may appoint. The director can be Singapore-resident or foreign resident person as long as there is least one person who is ordinarily resident in Singapore (either a Singapore citizen, a Singapore Permanent Resident, or a person who has been issued an EntrePass or Employment Pass). Directors must be at least 18 years of age and must not have been a bankrupt or convicted of any malpractice in the past.
The Company must appoint a qualified company secretary within 6 months of incorporation. The company secretary must be a natural person who is ordinarily resident in Singapore. A company secretary is responsible for ensuring that the company complies with its regulatory obligations and filings.
The Company must have a registered address in Singapore, and it must be where the company keeps all its statutory documents. This means the address provided during the company registration process cannot be a PO box.
All companies incorporated in Singapore are required to appoint a company auditor within 3 months of the incorporation of the Company, with the exception of certain companies such as small companies and dormant companies.
A company is considered a “small company” if it is a private company throughout the current financial year, and satisfies any 2 of the following criteria for each of the 2 financial years immediately before the current financial year:
On the other hand, a company is considered “dormant” during the period where no accounting transaction occurs.
A company auditor may be a public accountant, or an accounting entity approved by ACRA. Generally, a company auditor reports on whether the company’s financial statements comply with financial reporting standards and provides a true and fair view of the company’s financial position and performance.
Private companies must have a minimum of one and a maximum of 50 shareholders. A shareholder can either be an individual or corporate legal entity.
Once the name of the Company has been registered with ACRA, the company can either adopt the ACRA recommended Model Constitution or have it customised to meet their specific needs. The Constitution must be signed and filed with ACRA together with the incorporation application.
Upon registration, the official electronic document confirming the registration of the company (known as the certificate of incorporation) will be issued by ACRA.
Foreign companies may conduct business in Singapore by establishing a branch office. Any foreign company wishing to register a branch can engage a professional firm such as a corporate secretarial firm or a legal firm to assist in the application. As part of the registration process, several factors must be taken into account.
A foreign company may establish a representative office in Singapore to undertake promotional and liaison activities on behalf of its parent company. The office, however, directly or on behalf of its parent company, must not be engaged in business, conclude contracts, provide consultancy for a fee, undertake transshipment of goods, or open or negotiate any letter of credit.
Approval for the establishment of a representative office must be obtained from Enterprise Singapore. If granted, the approval is usually valid for a duration of not more than two years.
The Singapore Government encourages companies to use Singapore as a base to conduct headquarters management activities to oversee, manage and control their regional and global operations and business. The HQ can be in the form of regional headquarters, international headquarters, operational headquarters, business headquarters or manufacturing headquarters.
