Singapore Subsidiary Registration

Singapore's business legislation is favorable for foreign investors and they are also allowed to have 100% foreign ownership of companies they have set up. Taxes are low and there are no restrictions on repatriation of earnings and capital. This liberal regime attracts many foreign companies each year to set up their office in Singapore. 

A Singapore subsidiary is a private limited company incorporated in Singapore and the majority shareholder is a corporate entity. The shareholding entity can be a local or a foreign company. A Singapore subsidiary is the most preferred form of business registration for small to medium size foreign companies who wants to establish their presence here.

This guide will provide foreign companies with details on setting up a subsidiary in Singapore. To learn about the different registration options available for foreign companies 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 a foreign company and is considered a separate legal entity from the parent company. The parent company’s liability is limited only 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 generally treated as a local resident company and therefore is entitled to tax incentives available to local companies.

Key Facts about 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 their staff from head office to Singapore can apply for their employment pass after the subsidiary has been registered.
• Paid-up Capital. The minimum paid-up capital for a Singapore subsidiary company is S$1. The parent company can be the 100% shareholder. There is no concept of authorised capital in Singapore.
• Local Registered Address. A Singapore subsidiary company 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.
• Auditor. An auditor must also be appointed within three months from the registration date of the Singapore subsidiary company.
• Audited Accounts. A Singapore subsidiary must file audited accounts annually with Singapore income tax authorities.

Documents Required

The following documents/information are generally required for the registration of a Singapore subsidiary:

• 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 authorising 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 directors of the Singapore subsidiary company
• Signed Consent to Act As Director by each proposed director
• Registered address details of the Singapore subsidiary company
• Memorandum & Articles of Association for the Singapore subsidiary company

All documents must be in English and any non-English documents must be translated into English. Any professional corporate services provider that you engage may require additional documents as applicable.

Registration Procedure and Timeline

Foreign companies are required to use a professional corporate services firm to setup an entity in Singapore. Registration procedure for Singapore subsidiary companies can be done online and is a relatively quick process. 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

Bank account can be opened with any one of the local or international banks present in Singapore. For details on bank account opening requirements, procedure, and timeline, refer to opening a corporate bank account guide.

Taxation of Singapore Subsidiary

Singapore subsidiary companies are considered tax residents in the eyes of the law. Therefore, they are eligible for tax benefits offered to Singapore tax residents. For information on corporate taxes in Singapore, see Singapore corporate tax guide.

Annual Filing Requirements

A subsidiary being a locally incorporated entity, is subject to the same annual filing requirements as local companies. For more details, see annual filing requirements for Singapore companies

In Summary

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

For additional information on subsidiary setup, refer to Singapore Subsidiary Setup FAQs.