8th Oct

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Requirements for Foreigners Setting Up a Company in Singapore

Singapore has long earned its reputation as one of the world’s easiest and most transparent places to do business. With its low corporate tax rates, pro-enterprise policies, strong legal protection, and strategic location within Asia, the city-state is a magnet for entrepreneurs and investors across the globe.

For foreigners looking to establish a presence in Singapore, the process is straightforward—but it comes with specific legal and administrative requirements. This guide explains what foreign business owners need to know before incorporating their company, covering entity types, compliance rules, registration procedures, and visa considerations.

1. Choosing the Right Business Structure

The first step for any foreign entrepreneur is deciding what type of business entity to form. Singapore offers several options, but most foreigners choose from these three:

a. Private Limited Company (Pte Ltd)

The Private Limited Company is the preferred structure for foreign investors. It is recognized as a separate legal entity, meaning the company’s liabilities are distinct from those of its owners or shareholders. This structure provides limited liability protection, better access to funding, and enhanced credibility with banks and clients.

Most importantly, a Pte Ltd company in Singapore can be 100% foreign-owned, giving full control to overseas entrepreneurs.

b. Branch Office

A branch office functions as an extension of a foreign parent company. It does not have a separate legal identity, which means the parent entity remains fully responsible for all debts and obligations incurred in Singapore. This option suits established corporations that want to expand their operations without forming a new entity.

c. Representative Office

A representative office is designed for foreign companies that wish to explore the Singapore market before committing to a full business setup. It is not allowed to conduct profit-making activities. Instead, it focuses on market research, networking, and liaison functions.

For most new foreign entrants, the Private Limited Company remains the most flexible and beneficial structure in terms of ownership, scalability, and taxation.

2. Key Legal Requirements for Foreign Investors

Foreigners can own and manage a company in Singapore, but certain local requirements must be met to comply with the Accounting and Corporate Regulatory Authority (ACRA) guidelines.

a. Local Resident Director

All companies incorporated in Singapore must appoint at least one local director who is either:

A Singapore Citizen,
A Singapore Permanent Resident (PR), or
An EntrePass holder residing in Singapore.

Foreigners who do not have residency status can appoint a nominee director—a local individual who fulfills the statutory requirement but does not interfere with business decisions. Nominee director services are widely offered by professional corporate service firms.

b. Company Secretary

Every company must appoint a qualified company secretary within six months of incorporation. This individual must reside in Singapore and is responsible for ensuring compliance with the Companies Act, preparing corporate resolutions, maintaining statutory registers, and submitting annual filings to ACRA.

c. Registered Office Address

A company must have a local registered address in Singapore, which serves as the official point for correspondence and document storage. The address must be a physical location (not a P.O. box).

d. Share Capital

The minimum paid-up capital to start a company in Singapore is S$1. There are no restrictions on the currency or upper limit, though companies commonly start with S$1,000 or more for practical banking purposes.

e. Shareholders

A Singapore Private Limited Company can have between one and fifty shareholders, who can be individuals or corporate entities. Foreigners are allowed to own 100% of the company shares, offering complete ownership and control.

3. Step-by-Step Incorporation Process for Foreigners

The incorporation procedure in Singapore is known for being efficient and transparent. Here’s how it works from start to finish:

Step 1: Engage a Corporate Service Provider

Foreigners cannot self-register a company directly with ACRA. They must engage an ACRA-licensed corporate service provider or filing agent to handle incorporation, compliance documentation, and government submissions.

Step 2: Reserve a Company Name

The proposed company name must first be approved by ACRA through its BizFile+ portal. The name:

Must be unique and not identical to existing entities
Cannot infringe trademarks or contain offensive terms
Should clearly reflect the business activities

Once approved, the name will be reserved for 120 days.

Step 3: Prepare the Required Documents

The following documents are needed for registration:

Name approval confirmation
Description of business activities (using the Singapore Standard Industrial Classification code)
Particulars of shareholders, directors, and company secretary
Registered office address
Company constitution (formerly Memorandum & Articles of Association)

If corporate shareholders are involved, notarized copies of their registration documents and resolutions must be provided.

Step 4: Submit the Incorporation Application

Once all information is verified, the corporate service provider will file the incorporation application via ACRA’s BizFile+ system.
If the documentation meets all legal standards, the company is typically incorporated within one business day.

Step 5: Open a Corporate Bank Account

After incorporation, the company must open a corporate bank account with a Singapore-based financial institution such as DBS, OCBC, UOB, or HSBC. Banks generally require:

ACRA Business Profile
Company constitution
Proof of residential address for directors and shareholders
Identification documents
Business plan or projected revenue (for foreign-owned entities)

Some banks may require in-person verification, while others allow online onboarding.

Step 6: Apply for Business Licenses (If Required)

Certain industries in Singapore are regulated and need licenses before commencing operations. Examples include:

Food & Beverage outlets (Food Shop Licence)
Travel agencies (Travel Agent Licence)
Employment agencies
Financial services or fintech firms (regulated by MAS)

Your filing agent or service provider can guide you through the licensing requirements.

Step 7: Register for GST and Corporate Tax

All Singapore-registered companies are automatically subject to corporate income tax.
However, Goods and Services Tax (GST) registration is only mandatory if your company’s annual taxable turnover exceeds S$1 million. Voluntary registration is also an option for companies dealing with GST-registered suppliers and clients.

4. Work Pass and Visa Options for Foreign Entrepreneurs

Foreigners intending to relocate to Singapore to manage their company must apply for an appropriate work pass.

a. Employment Pass (EP)

Issued by the Ministry of Manpower (MOM), the Employment Pass is suitable for foreign professionals, executives, and directors who draw a fixed monthly salary of at least S$5,000 (higher for older applicants). The EP allows the holder to work and reside in Singapore.

b. EntrePass

The EntrePass targets entrepreneurs who plan to start and operate innovative or venture-backed businesses. Applicants must satisfy at least one of the following:

Have funding from an accredited venture capitalist,
Possess intellectual property rights, or
Have an entrepreneurial track record.

c. Dependant’s Pass and Long-Term Visit Pass

Employment Pass and EntrePass holders may also apply for dependent passes for their spouse and children, subject to eligibility criteria.

Foreigners who do not hold a valid work visa can still act as non-resident directors, but they are not allowed to perform day-to-day management duties in Singapore.

5. Ongoing Compliance and Maintenance Requirements

Once incorporated, every Singapore company must adhere to ongoing statutory and tax obligations. These ensure the business remains in good standing with ACRA and the Inland Revenue Authority of Singapore (IRAS).

a. Annual Return Filing

A company must file its Annual Return with ACRA within seven months of its financial year end, providing updated information about shareholders, directors, and financial statements.

b. Corporate Tax Filing

All companies must submit an Estimated Chargeable Income (ECI) within three months after their financial year end, followed by their Corporate Income Tax Return (Form C-S or C) by 30 November each year.

c. Annual General Meeting (AGM)

Most companies are required to hold an AGM within six months of the financial year end to present financial statements to shareholders, unless exempted.

d. Accounting and Bookkeeping

Proper financial records must be maintained in accordance with the Singapore Financial Reporting Standards (SFRS). Many foreign companies engage professional accounting firms to handle bookkeeping, audits, and tax filings on their behalf.

e. Updating Company Changes

Any alterations to directorship, shareholding, or registered address must be promptly updated with ACRA within the specified timelines to avoid penalties.

6. Tax Benefits and Incentives for Foreign Companies

Singapore’s tax framework is one of the main reasons global investors choose to incorporate here.

Corporate Tax Rate: A flat rate of 17% on chargeable income.
Start-Up Tax Exemption Scheme: New companies enjoy tax exemptions on the first S$100,000 of chargeable income for the first three years.
No Capital Gains Tax: Profits from the sale of assets or shares are not taxed.
Double Taxation Agreements (DTAs): Over 80 treaties with other countries prevent double taxation on cross-border income.

Additionally, companies engaging in innovation, R&D, or digital transformation may qualify for government grants and tax deductions.

7. Hiring and Employment Regulations

Companies hiring local or foreign employees must:

Register with the Central Provident Fund (CPF) Board to contribute to employees’ retirement funds,
Provide written employment contracts compliant with the Employment Act,
Ensure compliance with MOM’s Fair Consideration Framework (FCF) when hiring foreigners, and
Maintain workplace health and safety standards.

Employers are encouraged to prioritize local talent where possible and offer fair remuneration and working conditions.

8. Why Foreign Entrepreneurs Prefer Singapore

Singapore’s appeal as a business destination lies in its combination of efficiency, security, and opportunity:

Political and economic stability
Efficient legal and regulatory systems
Strong protection of intellectual property rights
Highly educated and English-speaking workforce
Excellent global connectivity through sea and air links

In addition, Singapore’s time zone and advanced digital infrastructure make it an ideal base for regional and international operations.

9. Partnering with a Professional Incorporation Service

Because foreigners cannot directly self-register a company, it is highly advisable to engage a corporate services provider in Singapore. Such firms assist with:

Company incorporation and ACRA filings
Nominee director and secretary appointments
Registered office address provision
Accounting and tax compliance
Employment Pass or EntrePass applications

By working with an experienced incorporation partner, foreign entrepreneurs can ensure their company is properly structured, legally compliant, and ready to operate smoothly.

Conclusion

Setting up a company in Singapore as a foreigner is remarkably efficient, provided the right steps are followed. With minimal paid-up capital, 100% foreign ownership allowed, and a world-class regulatory environment, Singapore stands out as one of Asia’s most attractive destinations for global business expansion.

By understanding the requirements and engaging a trusted local corporate service provider, foreign entrepreneurs can navigate the incorporation process easily—and focus their energy on building and growing their ventures in one of the world’s most dynamic economies.

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