Foreign Company Registration Options in Singapore
Are you a non-Singaporean seeking to open a Singapore office? Here’s how you can register your company in Singapore.
If you’re a non-Singaporean seeking to open a Singapore office or relocate to Singapore, you will need the services of a professional firm to register your company in Singapore. There are three setup options for foreign companies in Singapore:
A subsidiary company is a locally incorporated private limited company whose majority shareholder is another local or foreign company.
In Singapore, companies can be fully foreign-owned, which allows foreign companies to incorporate a subsidiary company and own 100% of its shares.
Under Singaporean law, a subsidiary company is considered as a separate entity (from its foreign parent company) and is treated as a local Singapore company. Thus, the foreign company and its assets cannot be held for the debts and liabilities of the subsidiary.
A properly structured local subsidiary company is also an excellent tax-efficient corporate body. The resident status of a subsidiary company makes it eligible for favourable tax treaties, availing government incentives, and easier access to local funds.
I should register my company in Singapore as a subsidiary company if…You run a small to mid-size business.
What should I take note of when starting a subsidiary company?
- The name for the subsidiary company can be different from that of the parent company. However, this is subject to approval by Singapore’s Accounting and Corporate Regulatory Authority (ACRA).
- The Singapore Companies Act requires the appointment of one or more directors. Among these, at least one director must be a Singapore citizen, permanent resident, or Employment Pass holder.
- A subsidiary company must maintain a registered office address in Singapore and keep its statutory documents in that office.
What is a Singapore branch office?
A Singapore branch office is a registered legal entity which is treated as an extension of the foreign parent company.
Branch offices are allowed to conduct any type of business activity that falls within the scope of its parent company and can repatriate its earnings and capital. Branch offices will only be taxed for the earnings derived from its operations in Singapore.
Branch offices are considered a non-resident entity, which means that the foreign company’s head office will be held liable for any acts of commission or omission committed by the Singapore branch office. The non-resident status of branch offices also excludes them from some of the tax exemptions that local and subsidiary companies enjoy.
I should register my company in Singapore as a branch office if…
You run a mid to large-sized business that has specialized operations in international locations, and intend to conduct a wide range of business activities in Singapore.
What should I take note of when starting a branch office?
- The name of the Singapore branch office must be the same as that of the head office and pre-approved first before registration.
- The Singapore Companies Act requires branch offices to appoint at least 1 authorised representative, who is a Singapore resident, to accept services of process and notices.
- A branch office must have a registered office address in Singapore.
What is a Singapore representative office?
A representative office is a temporary setup which enables foreign companies to explore the market or manage company affairs in Singapore without conducting any profitable business activity.
Representative offices do not have any legal personas. Thus, representative offices cannot sign contracts, trade, lease warehouses, raise invoices, or open letters of credit - either directly, or on behalf of their foreign parent companies. Foreign companies bear implicit liability for the activities of their representative offices in Singapore.
I should register my company in Singapore as a representative office if…
You are keen on studying the Singapore business environment before committing any investments, or you have considerable non-core activities to be managed in Singapore.
What should I take note of when starting a representative office?
- A representative office must be staffed by a representative from the foreign company’s head office.
- Representative offices can hire no more than five local support staff.
- A representative office cannot continue its operations beyond three years and must upgrade itself to a branch office or subsidiary company by the end of that period.
- If your representative office operates in the banking, finance or insurance sectors, you need to register your representative office with the Monetary Authority of Singapore (MAS). For representative offices in other industries, you’ll need to register with International Enterprise Singapore (IE Singapore).