Incorporating a Company in Singapore: A Guide for Foreign investors

Written by: Ayman Falak Medina, ASEAN Briefing, Dezan Shira & Associates

Posted: 24th October 2019 15:42

Incorporating a company in Singapore is a cost-effective and efficient process, allowing investors to concentrate on pursuing their business opportunities across the region.

Investors can process their applications within the same business day, and for a relatively low cost, and the transparent nature of the country’s business and legal system means any information a business requires is readily available online.

Businesspeople looking to establish a presence in Singapore may use the services of registered local advisors who can ensure your application is accurate and complete.

Apply for an entrepreneur pass or employment pass

Prior to registering a company, foreign investors or management need to obtain an entrepreneur pass (EntrePass) or employment pass (E-Pass). These are compulsory for foreigners looking to establish a business in the country.
The certain basic requirements to attain this include:

Apply for SingPass

After attaining the EntrePass, investors are eligible to apply for a Singapore personal access password (SingPass). This will enable foreign investors to access and perform online transactions with e-government services.

Reserve a company name

Investors need to reserve a company name before registering their company.

Once a name is chosen, this must be submitted via Bizfile, the e-filing system for tax and business requirements. Bizfile is managed by the ACRA and has the right to reject a proposed company name if it is identical, similar, or phonetically the same as a company already registered.

It costs S$15 (US$10) to register the name, which will then be reserved for 120 days. If the applicant does not incorporate the business within this time, the name will longer be reserved and is made available to the general public.

During the application process, applicants must specify their intended business activities by choosing from the Standard Industrial Classification (SSIC) code.

Set up requirements for subsidiary companies (private limited companies)

Subsidiaries are the preferred structure for international investors in Singapore, especially for multinationals and small and medium-sized (SME) companies.

This type of set up is often utilized to establish holding companies, who have the advantage of accessing local tax incentives and local corporate taxes.

Key requirements

Investors must ensure they have the following:

Registering on Bizfile

Once the administrative components are complete, investors can use their SingPass passwords to register their company through Bizfile.

Opening a bank account and annual filing

Once the subsidiary is incorporated, investors can open a corporate bank account with any of the international banks in the country. The company will also be subjected to the same yearly filing requirements as domestic ones.

Set up requirements for branch offices

Investors looking to set up branch offices must ensure its activities do not go outside the scope of the parent company.

The parent company will bear all the liabilities of its branch office as it is viewed as a legal extension of the parent company. This means they are also subject to Singaporean taxes and are not eligible for local tax incentives and exemptions.

To establish a branch office, investors will need to submit the following documents:

Once all the requirements are fulfilled, investors are obliged to register their company through BizFile, and can open a corporate bank account.

Set up requirements for a representative office

A representative office (RO) is a temporary administrative office set up to coordinate non-commercial activities of the foreign company.

They are normally established to explore potential opportunities in Singapore and the region and can operate for a maximum of three years from inception.

As a temporary administrative office, the RO cannot engage in profit-yielding business activities and can only participate in information gathering or market research-based activities.

Investors wishing to establish an RO in Singapore must ensure:

Apply via Enterprise Singapore

Applicants from non-finance industries must apply through Enterprise Singapore (ESG), the government agency under the Ministry of Trade, to monitor and support new SMEs in the country.
Investors must submit to ESG via its online portal:

Applicants are usually approved within one week but may be extended to two weeks if there are any additional clarifications required.

Apply via the Monitory Authority of Singapore

For ROs operating in the finance industry, applicants must register with the Monitory Authority of Singapore (MAS), the country’s financial regulatory authority.

Investors are required to submit the following documents to MAS:

Once the RO is incorporated, investors can open a corporate bank account with any of the international banks in the country.

This article was first published by ASEAN Briefing, which is produced by Dezan Shira & Associates. The firm assists foreign investors throughout Asia from offices across the world, including in in ChinaHong KongVietnam, Singapore, India, and Russia. Readers may write for more support.

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