Incorporating a Company

Foreign Corporations

Foreign corporations wishing to start an office in Singapore may choose to do so via one of the following options:-

        1. Incorporating a wholly-owned subsidiary which is essentially a             private company with all of its shares being registered in the name             of the foreign corporation.
        2. Registering a Singapore branch office of the foreign corporation.
        3. Registering a Singapore Representative Office of the foreign             corporation

1. Incorporation of Wholly-Owned Subsidiary

1.1 The foreign corporation may consider to set up a private company       limited by shares in Singapore which is 100% owned by it.
1.2 Minimal requirements to incorporate a wholly-owned subsidiary are:-

        1.2.1 One director residing in Singapore. Generally, a Singaporean,                  Singapore Permanent Resident or an expatriate holding a valid                  employment pass may act as the resident director.
        1.2.2 Unless required by licensing authorities, the minimum capital for                  incorporation purposes is S$1.
        1.2.3 All the shares of the company will be registered in the name of                  the foreign corporation

1.3 The time taken to incorporate the company will be about 2 days from        the time of execution of the incorporation documents and approval of        the name of the company.

2. Registration of Singapore Branch Office

2.1 The Singapore branch is not a separate legal entity but merely an        extension of the head office.
2.2 The head office needs to appoint two persons resident in Singapore         to act as its statutory agents to accept service of process on its        behalf. Singapore citizens, Singapore Permanent Residents or        expatriates holding valid employment passes can act as the local        statutory agents.
2.3 Annually, the Singapore Branch is required to file two sets of audited       accounts, one of the Singapore Branch operations and the second       set is that the of parent .
2.4 The Singapore branch is required to pay corporate tax on its profits at        the prevailing tax rate. The tax exemption for newly set up companies        does not apply to Singapore Branch Office.
2.5 The time taken to register a Singapore branch would be 1 to 2 weeks       depending on how long it takes for the head office to provide the       corporate documents.

3. Registration of a Singapore Representative Office

3.1 A Representative Office must confine its activities strictly to market       research,  feasibility studies and liaison work on behalf of its parent       company.
3.2 A Representative Office must not:-

        (a) engage in any trading (including import & export) or other              business activities that leads directly to revenue generation,              whether carried out for itself or on behalf of its parent company
        (b) lease warehousing facilities. Any shipment/transhipment or              storage of goods must be handled by a local agent or distributor              appointed by its parent company
        (c) lease its office to other establishments for a fee
        (d) enter into commercial business contracts, issue invoices/receipts,              open/receive letters of credit and contracts on behalf of its parent              company or provide services for a fee.

3.3 Registration of Representative Office is usually valid for one year and can be renewed if necessary. Given that the Representative Office status is not meant to be long term, subsequent renewals will be granted at the discretion of the approving authority which in this case will be International Enterprise Singapore.

4. Working Visa in Singapore

If there are plans to relocate head office’s staff to Singapore, you would need to apply for an employment pass for them in order that they can work here. Processing time for employment pass is about 4 to 5 weeks. Applicants need to be drawing a monthly salary of at least S$2500 and above in order to qualify for an employment pass. Other considerations would include applicant’s qualification and experience, business of the company, capital commitment of the company and its ability to generate economic benefit and employment opportunities. Please note that the Ministry of Manpower has discretionary powers in granting the employment pass applications and in the event that the application is rejected, the company may submit an appeal for consideration.

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