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2.1. Main Formation Requirements

The establishment of the company types outlined in Sec. 1.are all relatively straightforward, and can be completed quickly. For most types, the registration process includes registration and approval with the Singapore Accounting and Corporate Regulatory Authority (ACRA). Certain business types will need to also gain approval from relevant government agencies for specific business licenses or other restricted business types. Other government agencies that may be involved include the Inland Revenue Authority of Singapore, International Enterprise Singapore, or the Monetary Authority of Singapore.

Singapore uses an electronic system for registration ( www.bizfile.gov.sg). Only SingPass holders are allowed to conduct the registration process for most business forms. SingPass is a service for accessing government services online and is available only for Singapore citizens and permanent residents. Therefore, foreign investors based outside Singapore will need to employ a local agent to register their business. However, foreign parent companies can register representative offices themselves ( roms.iesingapore.gov.sg).

The main requirements for each entity type are outlined below.

Limited Company (Subsidiary)

Documentation

In order to establish a limited company in Singapore the following documents are required in English or official translations:

  • The memorandum and articles of association for the company
  • Proposed company name
  • Description of business activities
  • Particulars of shareholder(s), director(s), and company secretary
  • Signed consent to act as director for each director
  • Copy of passport, overseas proof of address, bank reference letter for non-resident shareholders
  • Copy of Singapore identity card for resident shareholders
  • Copy of registration documents of the parent company, such as certificate of incorporation and memorandum & articles of association for corporate shareholders, registered address of the parent company, and particulars of directors of the parent company
  • Corporate resolution authorizing an individual to sign documents on behalf of the parent company (if applicable)
  • Local registered address

Registration Process

The registration process begins with name approval for the company by submitting an application to the ACRA. The following outlines the general guidelines for company names:

  • The name cannot be the same as or similar to the existing company names in Singapore, or identical to already reserved names
  • The name cannot infringe with any trademarks
  • The name cannot be considered obscene or vulgar
  • Names such as "School", "Bank", etc. are subject to additional approval

Once the company's name is approved the next step is to file the incorporation request along with the related documentation outlined above with the ACRA. The approval process can be completed within few hours, provided all the documentation is in order.

Incorporation Certificate & Business Profile

Shortly after incorporation approval, an official email will be sent confirming the incorporation. This email is considered as the official certificate of incorporation. A hard copy of the certificate is not needed, but may be issued if requested. In addition, a company business profile can be requested from the ACRA. This profile contains all particulars of the company, and along with the confirmation of incorporation is sufficient for all legal and contractual purposes for the company.

Following the receipt of registration approval and incorporation certificate from the ACRA, the following must be done:

  • Creation of share certificates
  • Creation of company seal and stamp
  • Open corporate bank account
  • Apply for a business license if engaged in business types that require licensing
  • Register for Goods and Services Tax (GST) if annual revenue is expected to exceed SGD 1 million

The total registration process typically takes one to two working days, excluding additional licensing.

Redomiciliation of Foreign Entities

As per the amendment to the Companies Act, effective from 26 October 2017, an inward re-domiciliation regime is in effect, which allows foreign companies to re-domicile in Singapore by transferring the company registration to Singapore. The regime is also applicable to re-domiciled companies that previously carried on a trade or business in Singapore. The re-domiciliation is subject to certain conditions, including that:

  • The original jurisdiction of the foreign company has given permission for re-domiciliation to Singapore;
  • The foreign company is able to adapt to the legal structure laid down by the Singapore Companies Act;
  • The foreign company satisfies at least two of the following conditions at the end of the two years preceding the application for re-domiciliation:
    • Revenue exceeding USD 10 million;
    • Total assets exceeding USD 10 million;
    • At least 50 employees;

The above requirement can be fulfilled on a consolidated basis along with its subsidiary entity or along with its parent entity, where such parent company is either an existing Singapore company or also a foreign company re-domiciling to Singapore.

  • The foreign company is solvent and the value of its assets is higher than the liabilities.

The regime provides certain tax treatments for companies re-domiciled in Singapore, see Sec. 10 B.

Branch Office

Documentation

The following documents are required for registration of a branch office:

  • Description of business activities
  • A certified copy of the memorandum and articles of association of the parent company
  • A certified copy of the certificate of incorporation from where the parent company is located
  • Particulars of the directors of the parent company
  • A memorandum of appointment for at least to Singapore residents to act as agents for the branch
  • A memorandum stating the powers of the Singapore resident agents
  • Local registered address

Registration Process

The registration process of a branch office begins with name approval. In general, the name must be the same as the parent company, although in some instances it may be different. Such cases include:

  • The name is the same as an existing company name
  • The name infringes on a trademark
  • The name is considered obscene or vulgar

Once the branch's name is approved the next step is to file the branch registration request along with the related documentation outlined above with the ACRA. The approval process can take as little as a few hours, provided the documentation is all in order.

Branch Certificate

Shortly after branch registration approval, an official email will be sent confirming the registration. This email is considered as the official branch certificate. A hard copy of the certificate is not needed, but may be issued if requested.

Following receipt of approval and the branch certificate:

The total registration process typically takes one to two working days, excluding additional licensing.

Representative Office (Rep. Office)

The formation of a Singapore Rep. Office does not require registration with the ACRA but is instead registered with International Enterprise Singapore (IE Singapore) in most cases, or the Monetary Authority of Singapore (MAS) for banking, finance, or insurance companies.

Documentation

The following documents are required for the registration of a Rep. Office:

  • A certified copy of the certificate of incorporation from where the parent company is located
  • A copy of the parent company's latest annual report and audited accounts
  • A duly endorsed undertaking to abide by the Terms and Conditions governing the representative offices in Singapore
  • Particulars of the chief representative appointed from the head office, who must relocate to Singapore
  • Local registered address

Registration Process

Once all documentation is prepared, the application must be filed with IE Singapore, or the MAS. The approval process may take typically 1 - 2 working days, provided the documentation is all in order. In general, the name of the Rep. Office must be the same as the parent company, although it may be changed if it conflicts with existing company names, trademarks, or is considered obscene or vulgar.

After the Rep. Office registration is complete, a Singapore bank account can be opened for the Rep. Office.

Unlike limited companies and branches, a Rep. Office must be renewed each year and has a maximum life of 3 years. After 3 years the Rep. Office's parent company should establish either a subsidiary or branch in order to continue business activities in Singapore.

Partnership

Documentation

In order to establish a partnership in Singapore the following documents are required:

  • Proposed partnership name
  • Description of business activities
  • Particulars of all partners including:
    • Copy of passport and residential address for non-resident partners, and/or
    • Copy of Singapore identity card and residential address for resident partners, and/or
    • Copy of company registration documents such as a certificate of incorporation and memorandum & articles of association and a registered address for corporate partners
  • Appointment of the local resident manager(s) and their particulars - LLP's are required to appoint a local resident manager, and other partnership types must appoint a local manager if all partners are foreign (confirmation)
  • Medisave status for individual Singapore resident partners - Medisave is Singapore's mandatory medical savings scheme
  • Local registered address

Registration Process

The registration process begins with name approval for the partnership by submitting an application to the Singapore ACRA. This process is similar to that for limited companies. Once the name is approved, the partnership can be registered with the Singapore ACRA.

Registration Certificate & Business Profile

As with limited companies, an official email will be sent after approval, which is considered the official certificate of the partnership. A business profile may also be requested from the authorities.

Following approval, the partnership should:

  • Open corporate bank account
  • Apply for a business license if engaged in business types that require licensing
  • Register for Goods and Services Tax (GST) if annual revenue is expected to exceed, SGD 1 million

The total registration process typically takes just one day, excluding additional licensing.

Sole Proprietorship

Documentation

  • Proposed business name
  • Description of business activities
  • Particulars of the sole proprietor, including a copy of a Singapore identity card, or foreign passport and residential address
  • Appointment of the local resident manager if the owner is a foreigner who does not reside in Singapore
  • Medisave status for Singapore resident sole proprietors - Medisave is Singapore's mandatory medical savings scheme
  • Local registered address for the business

Registration Process

The registration process begins with name approval for the sole proprietorship by submitting an application to the Singapore ACRA. This process is similar to that for limited companies. Once the name is approved, the sole proprietorship can be registered with the Singapore ACRA.

Registration Certificate & Business Profile

As with limited companies, an official email will be sent after approval, which is considered the official certificate of the sole proprietorship. A business profile may also be requested from the authorities.

Following approval, the sole proprietorship should:

  • Open corporate bank account
  • Apply for a business license if engaged in business types that require licensing
  • Register for Goods and Services Tax (GST) if annual revenue is expected to exceed, SGD 1 million

The total registration process typically takes just one day, excluding additional licensing.

Foreign/Local Joint Ventures

The particulars of joint venture formation depend on whether it is a contractual joint venture or equity joint venture. The process will be similar to the processes outlined above for partnerships or limited companies respectively.

Additional Information

Business Licensing

Businesses may be subject to licensing requirements depending on the type of business engaged in. In general licensing can take 2-8 weeks depending on the type and can be applied for online via Singapore's Online Business Licensing Service (licences.business.gov.sg).

Most, but not all, licenses require a business to be incorporated in Singapore. The following types of business operations require incorporation prior to licensing:

  • Retail Stores (various licenses depending on the nature of store and product types sold)
  • Import/Export Business
  • Employment Agency
  • Travel Agency
  • Financial Services (various licenses depending on the nature of services)
  • Restaurant (may require multiple licenses, such as food shop license, liquor license, food import license, etc.)
  • Shipping Business (requires multiple licenses and certificates)
  • Event management (various licenses depending on the nature of the events managed)
  • Publishing Business (various licenses and permits depending on the nature of the media published)
  • Telecommunications Services (various licenses depending on the nature of the services provided)
  • Education, including childcare, and academic and non-academic schools (various licenses depending on the nature of the business and facilities provided)
  • Western Medical Clinic (Includes a mandatory medical clinic license as well as other various licenses depending on the nature of the services provided and equipment kept, such as licenses for dealing with hazardous chemicals, using radiation equipment, performing certain procedures, etc.)

The following licenses are limited to incorporated companies or partnerships:

  • Construction Business (various licenses and permits depending on the nature of the services and projects undertaken)
  • Lodging Business: hotels, boarding house, etc. (various licenses and permits required depending on the nature of the services/facilities provided)

Incorporated companies, partnerships, or sole proprietorships can be licensed for the following:

  • Real Estate Agency
  • Spa / Massage Business

Factory Registration and Notification

Any business that operates a factory is required to either register their factory with Singapore's Ministry of Manpower, or provide notification prior to beginning operations.

Registration is required for higher injury risk factories, including the following:

  • Construction worksites
  • Shipyards
  • Wafer fabrication factories
  • Pharmaceutical factories
  • Metalworking factories with 100 or more persons employed
  • Refineries
  • Petrochemical plants
  • Bulk storage terminals with a storage capacity of 5,000 or more cubic meters of toxic or flammable liquid; and
  • Chemical plants engaged in the manufacturing of fluorine, chlorine, hydrogen fluoride, carbon monoxide or synthetic polymers

Registration involves submitting multiple documents concerning factory risk management policies, and safety and health systems to the Commissioner for Workplace Safety and Health of the Ministry of Manpower's Occupational Safety and Health Division.

Other factory types are deemed to be low risk and require only notification including a declaration that risk management policies are in place.

Singapore Business Federation

Every company with share capital of SGD 500 thousand and above that is registered with Singapore ACRA is required to become a member of the Singapore Business Federation (SBF). The SBF acts as an intermediary between businesses and government to promote a conducive business environment in Singapore.