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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • Who is a resident of Singapore?

    A Singapore citizen, Singapore Permanent Resident or EP holder who is residing in Singapore.

  • What documents are required to incorporate the subsidiary company?

    Typically the following documentation will be required:

    • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
    • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
    • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

    * Any documents that are not in English must be officially translated into English.

  • Can a shareholder also be a director?

    Yes, there are no restrictions prohibiting an individual assuming both roles.

  • What is a company?

    A company is a business entity registered under the Companies Act, Chapter 50. Most companies in Singapore are private companies limited by shares and are recognized by the suffix “Pte Ltd”.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors

    Manage and oversee the company’s operations, and deal with everyday responsibilities.

  • Can a director also be the company secretary?

    A director can hold the position of company secretary only if he or she is qualified to do so, and the company has more than two directors and the director is qualified to do so.

  • What is private company?

    Maximum number of shareholders is limited to 50 and the constitution restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as a exempt private company.

    The key characteristics of an exempt private company is:

    • No more than 20 shareholders; and
    • All the shareholders are individuals.
    • Exempt private companies with an annual revenue of less than S$5 Million are exempted from audit requirements and are not required to file financial statements with the ACRA.

    It is also exempted from prohibitions against loans to its directors or to companies related to its directors.

  • What are the Different Kinds of Companies?
    • Private/public company limited by shares
    • Public Company Limited by Guarantee
  • What is the minimum and maximum amount of shareholders permitted?

    A private company limited by shares must have at least one shareholder and no more than 50 shareholders.

  • Does a Singapore subsidiary require a registered address in Singapore?

    Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.


Subsidiary Company

What is the difference between a Singapore Subsidiary Company and a Branch Office?


A subsidiary company is usually preferred for the following reasons:

  • A branch is an extension of its head office and is not a separate entity.
  • A branch is required to appoint at least 2 agents who are residents of in Singapore.
  • A branch is treated as a non-resident entity and is therefore not eligible for tax exemptions or incentives that a subsidiary company (which is considered a resident entity) may be entitled to.
  • A branch is required to file its head office accounts as well as its audited accounts.

What is the difference between a Singapore Company and a Singapore Subsidiary Company?


The key difference lies in the shareholding of the company. A Singapore subsidiary company is a private limited company with corporate shareholders. A subsidiary company is required to file audited accounts and may enjoy some tax incentives.

Does a Singapore subsidiary require a registered address in Singapore?


Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.

How many directors does a subsidiary company require?


The company must have at least one director who is a Singapore resident.

What is the timeline for the incorporation of a subsidiary company?


Once all the requisite documentation is received in order, it normally takes 2 working days to incorporate the subsidiary company.

What documents are required to incorporate the subsidiary company?


Typically the following documentation will be required:

  • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
  • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
  • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

* Any documents that are not in English must be officially translated into English.

Does the Singapore subsidiary need to appoint any other officers?


Yes, the subsidiary will need to appoint a company secretary.

Can a subsidiary company also have individual shareholders in addition to the corporate shareholder?


Yes, it is possible to have both corporate and individual shareholders.


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