Singapore Subsidiary Registration Guide

Essentially, a Singapore subsidiary is a private limited company incorporated in Singapore whose majority shareholder is a foreign company. A Singapore subsidiary is the most preferred choice of business registration among small to medium size foreign companies for establishing a presence in Singapore.

Singapore business legislation is quite favorable to foreign individuals and companies since 100% foreign ownership is allowed. Taxes are very low and there is no restrictions on repatriation of earnings and capital. This liberal regime attracts thousands of foreign companies each year for setting up their presence in Singapore and benefit from available opportunities.

The purpose of this guide is to provide details of setting up a Singapore Subsidiary for foreign companies. To learn about various foreign company registration options in Singapore, refer to Foreign Company Registration Options guide.

Singapore Subsidiary as a Type of Business Entity

A Singapore subsidiary can be wholly owned by the foreign company and is considered a separate legal entity from the foreign company. The foreign company’s liability is limited to the share capital it has subscribed and its own assets are safely curtailed from the debts and liabilities of the subsidiary company. Also, a Singapore subsidiary is treated as a local resident company and therefore is entitled to several Singapore income tax benefits.

Basic Requirements for Setting Up a Singapore Subsidiary

• Shareholding. The parent company can own 100% of the shareholding of the Singapore subsidiary.
• Local Director. A Singapore subsidiary must appoint at least one director who is ordinarily resident in Singapore i.e. a Singaporean Citizen, a Singaporean Permanent Resident, or an Employment Pass holder. Directors must be at least 18 years of age and must not be an undischarged bankrupt or convicted for any malpractices. Foreign companies that plan to relocate any of the staff members from head office to Singapore can apply for their employment pass after the subsidiary registration.
• Paidup Capital. The minimum paid up capital for Singapore subsidiary company is S$1. The parent company can be the 100% shareholder. There is no concept of authorized capital in Singapore.
• Local Registered Address. A Singapore subsidiary must have a registered office in Singapore. The registered address can be a commercial office (if you plan to rent one) or a home office. The registered office is the place where you need to keep the statutory records of the subsidiary company.
• Company Secretary. Upon incorporation, the directors must appoint a natural person who is ordinarily resident in Singapore as company secretary within six months of its incorporation.
• Auditor. An auditor must also be appointed within three months of the Singapore subsidiary registration.
• Audited Accounts. A Singapore subsidiary must file audited accounts annually with Singapore income tax authorities.

Documents Required

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.

Registration Procedure and Timeline

Foreign companies are required to use a professional services firm to setup an entity in Singapore. Registration procedure for Singapore subsidiary is computerized and quick. There are two distinct steps involved in the Singapore subsidiary registration procedure: a) Name Approval and; b) Company Incorporation. Both steps can be accomplished in 1-2 days assuming all documents are ready and there are no delays in the name approval process.

Bank Account Opening

For details on bank account opening requirements, procedure, and timeline, refer to Singapore Bank Account guide.

Taxation of Singapore Subsidiary

For information on corporate taxes in Singapore, see Singapore Income Tax guide.

For information on annual compliance and filing requirements, see Singapore Company - Statutory Compliance guide.

A Singapore subsidiary is the recommended choice for small to mid-size foreign companies wishing to setup a presence in Singapore. The parent company’s liabilities are limited and its assets remain protected. The subsidiary company being treated as a resident company enjoys tax benefits of Singapore as well as the privileges arising out of Singapore’s tax treaties with other countries. The incorporation expenses are reasonable and the process is straightforward.