Company and Business Registration Services
Singapore being a major centre for business as well as being a gateway to Asia with a highly regarded international reputation makes it attractive to start a business here.
We offer formation services for various business structures in Singapore such as company, subsidiary, Singapore branch, representative office, sole-proprietorship, partnership, limited liability partnership.
We make it simple, quick and easy for you with our fuss-free packages that come with complete registration,no hidden costs and no extra requirements. Depending on your needs we are able to assist you on the following:
- Singapore company registration services
- Incorporation of company limited by shares
- Incorporation of company limited by guarantee
- Registration of limited liability partnership (LLP)
- Registration of business names
- Conversion of your existing business firm to LLP or company limited by shares
- Foreign branch registration
- Registration of representative office
- Offshore company registration
- Acquisition of readily available company (shelf company)
FAQ
What are the common types of business structures in Singapore and the comparison between each structure?
There following are the main types of business structures to choose from:
- Sole Proprietorship
- Partnership
- Limited Liability Partnership
- Limited Partnership
- Private Limited Company
BUSINESS ENTITIES COMPARISON
| Sole-Proprietorship | Partnership | Limited Partnership | Limited Liability Partnershi | Company | |
|---|---|---|---|---|---|
| Definition | A business owned by one person | An association of two or more persons carrying on business in common with a view to profit | A partnership consisting of two or more persons, with at least one general partner and one limited partner | A partnership where the individual partner’s own liability is generally limited | A business form which is a legal entity which is separate and distinct from its shareholders and directors |
| Owned By | One person | Between 2 and 20 partners. A partnership of more than 20 partners must incorporate as a company under the Companies Act, Chapter 50 (except for professional partnerships) |
At least 2 partners; one general partner and one limited partner. No maximum limit. | At least 2 partners, no maximum limit. | Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members |
| Legal Status | Not a separate legal entity
Owner has unlimited liability Can sue or be sued in Can own property in Owner personally liable for debts and losses of business |
Not a separate legal entityPartners have unlimited liability
Can sue or be sued in firm’s name Cannot own property in firm’s name Partners personally liable for partnership’s debts and losses incurred by other partners |
Not a separate legal entityGeneral partner has unlimited liability Limited partner has limited liability Can probably sue or be sued Cannot own property in General partner personally liable for debts and losses of the LP Limited partner not |
A separate legal entity from its partnersPartners have limited liability Can sue or be sued in LLP’s Can own property in LLP’s Partners personally liable for debts and losses resulting from their own wrongful actions Partners not personally |
A separate legal entity from its members and directorsMembers have limited liability Can sue or be sued in Can own property in Members not personally liable for debts and losses of company |
| Yearly Statutory Obligations | Yearly renewals (one year or three years)CPF Medisave Top-Up required for Self-employed Persons before they can renew sole-proprietorship |
Yearly renewals (one year or three years)CPF Medisave Top-Up required for Self-employed Persons before they can renew partnership |
Yearly renewals (one year or three years)CPF Medisave Top-Up required before they can renew LP |
Annual declaration of solvency/insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business.No statutory requirement for general meetings, directors, company secretary, share allotments etc. |
Must appoint a company secretary within 6 months of incorporation.Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with. |
| Registration Requirements | Age 18 years or above. Singapore citizen/ Singapore permanent resident/ EntrePass holder.If owner not resident in Singapore, he must appoint an authorized representative who is ordinarily resident in Singapore. Self-employed persons must Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. |
Age 18 years or above. Singapore citizen/ Singapore permanent resident/ EntrePass holder.If owner not resident in Singapore, he must appoint an authorized representative who is ordinarily resident in Singapore. Self-employed persons must Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. |
At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP).If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore. Self-employed persons must Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. |
At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP).At least one manager ordinarily resident in Singapore and at least 18 years old. Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee. |
At least one shareholder.At least one director ordinarily resident in Singapore, at least 18 years old.
If a foreigner wishes to act as a local director of the company, he can apply for an employment pass EntrePass from the Ministry of Manpower. Undischarged bankrupts |
| Taxes | Profits taxed at owner’ personal income tax rates | Profits taxed at partners’ personal income tax rates | Profits taxed at partners' personal income tax rates (if individual)/ corporate tax rate (if corporation) | Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation) | Profits taxed at corporate tax rates |
| Business continuity | Exists as long as the owner is alive and desires to continue the business | Exists subject to partnership Agreement. | Exists subject to partnership Agreement.If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act. Once a new limited partner is appointed, the registration of the LP will be restored to “live” and general partners’ registration under the Business Registration Act ceases. |
The LLP has perpetual succession until wound up or struck off. |
A company has perpetual succession until wound up or struck off. |
| Closing the Business | By Owner - Cessation of Business.Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct | By the partners - Cessation of businessRegistrar can cancel registration if not renewed or where Registrar is satisfied business is defunct | By general partner - Cessation of business or dissolution of LP.Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct. |
Winding Up – Voluntarily by members or creditors, compulsorily by the High Court.Striking off |
Winding Up – Voluntarily by members or creditors, compulsorily by the High CourtStriking off |
What are the differences between a subsidiary, a branch and a representative office?
IN A NUTSHELL
| Subsidiary (private company) | Branch | Representative Office | |
|---|---|---|---|
| Legal structure | A separate legal entity | Not a separate legal entity | No legal status |
| Liabilities | Parent company is not liable | Parent company is liable | Parent company is liable |
| Name | Can be the same or different from the parent's name | Must be the same as parent's name | Must be the same as parent's name and must include the phrase 'Representative Office' in it |
| Taxation | Taxed as a Singapore resident entity | Taxed as a non-resident entity | Since no income can be generated, no taxes are applicable |
| Valid for | Valid until closed | Valid until closed | Must be renewed each year with maximum 3 years |
| Registration time (in general) | 1-2 business days | 1-2 business days | 3-4 business days |
What are the factors to consider when choosing a business structure?
Generally, the structure of a business determines its legal, financial reporting and tax status. Choosing the most appropriate business structure to meet your business needs requires careful consideration. Some of the factors you should consider carefully before deciding on the best suited structure:
- Your commercial objectives of setting up the business
- Amount of capital that you are prepared to invest
- The level of control you desire to have in the business
- Number of owners in the business
- To what extent are you prepared to shoulder liabilities and responsibilities in the business
- The extent of risks you are prepared to take
- Tax implications
- To consider the annual administrative and compliance cost of running the business
- The pros and cons of the different business structures
- How easily can the business can be terminated
How long does it take to incorporate/register a private limited company?
Majority of companies we have registered for clients fall within the following time frame:
| Application for approval and reservation of name with Accounting and Corporate Regulatory Authority (ACRA) | Usually 1 working day (upon submission to ACRA) *1 |
| Preparation and execution of the incorporation documents in Singapore and submission of registration with ACRA (if all the directors / subscribers are present in Singapore to sign the documents) | 2 to 3 working days *2 |
| ACRA confirmation of incorporation of company | Within 1 working day |
Footnotes:
* 1 The above is applicable provided no further referral to other government authority is involved.
Also, dependent on the return of the duly completed incorporation questionnaire and due diligence documents listed in the verification list.
* 2 The time frame for actual incorporation is usually around 2 to 3 working days,
subject to all requested information made available and due diligence completed. However, if the documents have to be sent overseas for execution,
the timeframe mainly depends on how fast the duly executed documents are returned for lodgement with ACRA.
How to open corporate bank account after incorporation?
Generally, most banks have the following requirements for opening a corporate bank account for Singapore companies:
Documents required for opening of corporate bank account:
- account opening forms which will be provided by the respective banks (to be signed by authorized signatories)
- Directors’ resolution for the opening of the account indicating the authorized signatories for the account (most of the banks have their own format for you to sign)
- Company’ profile from the ACRA
- Company’s Constitution
- Passport / Identity Card of directors / authorized signatories for verification by bank
- Proof of residential address of Directors (i.e. latest Utility bill, phone bill etc. – not older than 3 months)
- The banks may require additional documents on a case by case basis which they will inform during enquiry stage
(Note: For single director company, banks will also require the company secretary to be present for verification purpose)
Signing of documents requirements
Most banks will require the authorized signatories and at least 2 directors to be physically present in Singapore for the signing of forms and completion of formalities relating to the opening of the corporate bank account(s).
However, some banks will accept the signing of these forms and documents at one of their overseas branches or in front of a Notary Public or before a Singapore Embassy official in the country where you reside. With the worldwide pandemic, some banks have also turned to video conference / video calls for due diligence verification processes.