Setting up a company in Singapore

A private limited company is an entity registered to the Accounting and Corporate Regulatory Authority (ACRA) of Singapore under the Companies Act (Chapter 50). The Constitution of a private company must provide for (i) maximum up to 50 shareholders; and (ii) restriction to the right of shareholders to transfer the company’s shares. Shareholders can be either individuals or corporations, and the name of the entity shall include the suffix “Private” or “Pte” and “Limited” or “Ltd”.
An Exempt Private Company (EPC) is a Private Company exempted from statutory annual audit and its shareholders shall be 20 or less without corporations holding any interest in the company’s shares.

Incorporation requirements

A Private Company is the most common flexible and preferred type of business structure among entrepreneurs in Singapore.

The requirements for the incorporation are the following:

The company must have at least one shareholder, but no more than 50;
Minimum paid-up capital of SGD 1.00;
At least one director must be “ordinarily resident” in Singapore, i.e. being a Singaporean resident (Citizen of Singapore, or Foreigner holding a Permanent resident visa, or a foreigner holding an work visa and employed by the same company)
A registered office address (it cannot be a P.O. box)
A Singapore-based company secretary must be appointed within six months from the day of incorporation
An auditor must be appointed within three months from the day of incorporation (except for small companies which are exempt from auditing obligation)

A Singapore Branch Office is one of the three company structure options that foreign companies can set up in Singapore. A Singapore branch is considered an extension of the foreign company and not as a separate legal entity. Unlike a Singapore subsidiary, the parent company of a branch office entity is implicitly liable for all the debts and liabilities of the branch office. A claimant can approach the Singapore courts of law to initiate legal proceeding against the headquarters, by virtue of its branch being located in the Singapore jurisdiction.
The branch of a foreign company must have at least one authorised representative who is ordinarily resident in Singapore.
Being “ordinarily resident in Singapore” means the authorised representative’s usual place of residence is in Singapore. A Singapore Citizen, Singapore Permanent Resident or an EntrePass holder can be accepted as a person who is ordinarily resident here.
The filing agent must generally be provided with the following documents or information for submission to ACRA:

Name and registered office of the foreign company in its place of incorporation
Certified copy of the foreign company’s certificate of incorporation
Certified copy of the foreign company’s constitution/charter/by-laws
Notice of the foreign company’s registration number, business description and legal entity type
Particulars of the foreign company’s directors
Particulars of at least 1 Singapore resident who has been appointed to act as the branch company’s authorised representative
Statement of consent from the branch company’s authorised representative who has consented to their appointment
Particulars and opening hours of the branch office in Singapore
The latest audited financial statements of the foreign company (if this is required under the laws of the place of incorporation).

The Representative Office (RO) must confine its activities strictly to conducting market research and feasibility studies on the viability of setting up a permanent entity in Singapore, inclusive of the following:

Collect information about markets, competitors and/or customers
Conduct research on the demand for the product and/or service
Gather information on business regulatory requirement for subsequent set up of permanent entity
Cultivate trade contacts and handle product enquiries
Participate in exhibitions and trade shows


The RO must be represented by staff from its own headquarters or Singapore staff. The Enterprise Singapore Board has the discretion to determine whether the number of staff employed in the RO is reasonable.

Foreign entities wanting to submit their applications for a Representative Office must fulfil the following criteria:

Sales turnover of the foreign entity must be > US$250,000
Number of years of establishment of the foreign entity must be >= 3 years
Proposed Number of staff for RO should be < 5 people

All new applications must be accompanied by the following documents:

Softcopy attachment (in English or an official English translation) of the foreign entity’s Certificate of Incorporation or Registration Certificate (as applicable)
Softcopy attachments of the foreign entity’s latest Audited Accounts