Company Incorporation and Registration

Types of Registrations and Group Structure

After the decision to start a business in Singapore, the first step is deciding the type of entity required and the ownership structure of the entity. There are a few forms of business entities that may be registered or incorporated in Singapore. The differences in the features of these different forms of entities present pros and cons that requires consideration in choosing the appropriate entity to register or incorporate. Apart from costs, switching or migrating to another business form after you have commenced your business can be cumbersome and confusing to the parties you do business with.

The different types of entity vary with regards to ease of registration, compliance requirements, basis of taxation, limitation of liability for shareholders or owners and ease of closure of the business. Multi-national enterprises will also need to consider the tax and other implications on their group including the location and residence of their intermediate holding companies. Clients with existing businesses or companies in Singapore should also consider the business, legal, taxation and compliance implications arising from shareholding structures.

Clients intending to use Singapore as a base to springboard their investments into regional countries will also need to consider the taxation and other implications of the structures. Singapore has an extensive network of tax treaties with many countries which makes it an attractive place for this purpose.

Incorporation and registration services

  • Incorporation of new Companies and Businesses.
  • Registration of business names, partnerships and limited liability partnerships (LLPs)
  • Conversion of businesses and companies to LLPs or Private Limited companies.
  • Registration of offshore / foreign companies – e.g. BVI companies
  • Advisory services on company registration and business registration considerations.
  • Consultation on differences in business forms – Branch, Representative Office (Rep Office), Subsidiary company.
  • Registered address service with mail forwarding and scanning services.
  • Fast and streamlined procedures designed for quick registration of new companies and minimal visits.

Foreign Company / Branch / Representative Office

Registration of foreign company (branch of foreign company) in Singapore

Foreign companies preferring not to register a subsidary company may opt to register a Branch of their company in Singapore. Branches are considered as part of the foreign company (head office) and are not a separate legal entity. Branches are mostly considered as non-residents for Singapore taxation as they are likely to be managed outside Singapore.

Information and documents relating to the foreign company – e.g. constitution, charter or memorandum and / or articles of association of the foreign company are required for registration purposes. Documents that are not in English must be accompanied by an translation performed by specified persons. Both the original and translated version of the documents must be endorsed by certain specified authorities in the country of incorporation / registration.

Agent(s) who are individuals resident in Singapore must be appointed by local branches of foreign companies.

When compared to subsidiary companies which are registered as private limited liability companies in Singapore, a disadvantage for branches of foreign companies is the absence of limitation of liability with respect to their Singapore operations.

See Company Set Up for information on private limited liability companies. For more information or to engage our services, kindly Contact Us.

Re-Domiciliation and Transfer of Registration of Foreign Company to Singapore

A foreign corporate entity (“foreign company”) may apply to transfer its registration to (i.e. re-domiciliate) and be registered as a company limited by shares in Singapore. Upon such re-domiciliation and transfer of its registration to Singapore, the foreign company will be treated like a company incorporated under the Companies Act 1967 and all provisions of the Act pertaining to companies apply with relevant adaptations, exceptions and modifications to the foreign company.

Foreign company must be of a certain size

One of the key conditions for a foreign company to be eligible for transfer of its registration and re-domiciliate to Singapore is that the foreign company must be of a minimum size. A foreign company that is not a parent satisfies this size requirement if it meets any 2 of the following criteria:

(a) the value of the foreign company’s total assets exceeds S$10 million;
(b) the annual revenue of the foreign company exceeds S$10 million;
(c) the foreign company has more than 50 employees.

Foreign company must be solvent

To be eligible for transfer of its registration and re-domiciliation to Singapore, the foreign company must also be considered solvent based on certain criteria.

Other conditions

The foreign company must also be authorised to transfer its incorporation under the law of its place of incorporation and has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation.

There are other conditions to be met for re-domiciliation and transfer of registration of a foreign company to Singapore.

Processing time

The application for transfer of registration of a foreign company to Singapore is expected to take up to 2 months