Start-Up Options
1. Singapore Representative Office
A Representative Office is set up by a foreign company which is not ready to register a formal entity in Singapore. The main purpose of the Representative Office is to conduct market research and to undertake promotional and liaision work on behalf of the parent company. The foreign company will have to apply to International Enterprise Singapore (“IE Singapore”) for approval to set up a Representative Office in Singapore. Normal processing time is about 5 working days. Registration of the Representative Office, if approved, is valid for one year. There are minimal compliance requirements for a Representative Office.
2. Singapore Company
An individual (local or foreign) may set up a private company limited by shares (“Singapore Company”) by submitting an online application to the Accounting and Corporate Regulatory Authority (“ACRA”). A Singapore Company must appoint at least one Director resident in Singapore. A Singaporean, Singapore Permanent Resident or foreigner holding a valid employment or dependant's pass may act as the resident Director. The main advantage of a Singapore Company is that the liability of the Shareholders to contribute to the Company's assets in winding-up is limited to the extent they have agreed to paid on the shares. Time taken to register a Singapore Company may vary from two days to one month.
3. Singapore Subsidiary
A foreign company may set up a wholly-owned subsidiary in Singapore by registering a private limited company which is 100% owned by it. An application will have to be made to the Accounting and Corporate Regulatory Authority (“ACRA”). A Singapore Subsidiary must have at least one Director who is resident in Singapore. A Singaporean, Singapore Permanent Resident or foreigner holding a valid employment or dependant's pass may act as the resident Director.
The documents required from the foreign company for the setting up of the Singapore Subsidiary are (i) a copy of the Certificate of Registration of foreign company (ii) a copy of the constitution of the foreign company (iii) a letter of authority from foreign company authorising someone in Singapore to act on its behalf with respect to the registration. The time taken to incorporate a Singapore Subsidiary may vary from two days to one month.
4. Singapore Branch
A foreign company (“Head Office”) may choose to register a Singapore Branch. A Singapore Branch is not a separate legal entity but an extension of its Head Office. Upon registration, a Singapore Branch is empowered to carry on the business of its Head Office. A Singapore Branch does not have a separate board of directors or a separate capital structure. The Head Office must appoint two statutory agents resident in Singapore to accept service of process on its behalf. At the end of its financial year, the Singapore Branch is required to file the accounts of its Head Office as well as its operations in Singapore within two months of the date of the annual general meeting of the Head Office.