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    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 for a relatively low cost. The transparent nature of the country’s business and legal system means any information a business requires is readily available online.

    Investors 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

    Foreign investors who fulfil the criteria as an entrepreneur, innovator or investor may apply for an EntrePass in Singapore prior to the registration of a private limited company. If the company has already been registered, the EntrePass application must be submitted within 6 months from the date of incorporation.

    Alternatively, foreign investors, directors and/or employees may apply for an Employment Pass if the eligibility criteria are met. The Employment Pass may be applied after the private limited company, branch office or representative office has been established.  Foreign directors residing in Singapore with an Employment Pass may fulfil the role of a local director of a private limited company.

    Apply for SingPass

    Once the EntrePass and/or Employment Pass has been approved, foreign individuals 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.

    Requirements for Various Entity Types in Singapore

    Private companies limited by shares

    A private limited company can be wholly owned by a foreign individual and/or corporate investor and can be established as a regional holding company or subsidiary of the foreign holding company. 

    1. Reservation of company name

    • The company name must be approved by the Accounting and Corporate Regulatory Authority (ACRA) prior to the company registration process;
    • Once a name is selected, the name application shall be submitted via ACRA Bizfile for approval, which may be rejected if the name is identical, similar or phonetically similar to a company that has already been registered; and
    • The name application costs S$15 (US$11.1), which will be reserved for 120 days upon approval.

    2. Appointment of Company Officers

    The officers of a company include the following:

    • Director;
      • The appointment of at least one director who is either a Singaporean citizen, permanent resident, EntrePass or Employment Pass holder;
      • The director needs to be at least 18-years of age and must not have a history of misconduct or bankruptcy in their work history;
    • Auditor (to be appointed within 3 months of incorporation unless exempted from audit requirements);
    • Company secretary (to be appointed within 6 months of incorporation); and
    • Shareholders, (the minimum issued, and paid-up capital is SGD 1 (US$0.74)). 

    3. Registered Address

    • This must be a commercial business address in Singapore 

    Branch offices

    1. Reservation of name of branch office

    • The name of the branch office must be the same as the foreign parent company;
    • The name of the branch office must be approved by the Accounting and Corporate Regulatory Authority (ACRA) prior to the branch office registration process;
    • Once a name is selected, the name application shall be submitted via ACRA Bizfile for approval, which may be rejected if the name is identical, similar or phonetically similar to a company that has already been registered; and
    • The name application costs S$15 (US$10), which will be reserved for 120 days upon approval;

    2. Appointment of Company Officers

    The officers of a company include the following:

    • Director
      • The board of directors of the Singapore branch office must be the same as the board of directors on the foreign parent company; and
      • The director needs to be at least 18-years of age and must not have a history of misconduct or bankruptcy in their work history;
    • Authorized representative
      • The branch office must have at least 1 authorized representative who is ordinarily resident in Singapore;

    3. Registered Address

    • This must be a commercial business address in Singapore

    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.

    Representative offices

    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 a RO in Singapore must ensure:

    • The parent company has been established for more than three years;
    • The parent company has incurred an annual sales turnover of more than US$250,000;
    • The foreign chief representative is from its headquarters; alternatively, the RO may appoint a Singapore citizen to fulfil the role of the chief representative; and
    • The RO does not hire more than five local employees as support staff.

    Variable capital companies

    In January 2020, the Monetary Authority of Singapore (MAS) and the Accounting and Corporate Regulatory Authority (ACRA) launched the Variable Capital Company (VCC), a new innovative corporate structure for all types of collective investment schemes (investment funds) in Singapore.

    The VCC is regulated under its own legal framework through the Variable Capital Companies Act and offers more operational flexibility compared to investment fund structures currently available in the country through trusts, limited partnerships, or private limited companies.

    There are several key components of the VCC:

    • The VCC must have at least three directors who are Singaporean residents. At least one director must be a representative of the fund manager;
    • The VCC will require a Singapore regulated and licensed fund manager or it can use a Singapore licensed bank to be the fund manager. The entity cannot be self-managed;
    • The VCC can have a single shareholder or hold a single asset;
    • The requirements for investment funds listed under the Existing Securities and Futures Act (SFA) will apply to VCC’s;
    • The VCC must have a registered office in Singapore and appoint a Singapore-based secretary; and
    • It must be audited by a Singapore-based auditor and present its financial statements as per the International Financial Reporting Standards (IFRS) or US GAAP.
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