Jurisdiction - Singapore
Reports and Analysis
Singapore- Incorporating A Company.

28 April, 2014

 

Legal News & Analysis – Asia Pacific – Singapore – Corporate/M&A

 

Foreign companies that decide to carry on business in Singapore either set up a branch office or incorporate a subsidiary:

 

  • Branch Office: The foreign company registers with the Accounting and Corporate Regulatory Authority (“ACRA“) to carry on business in Singapore. This Singapore branch of the foreign company is not a separate legal entity as it is considered to be merely an extension of the foreign company that is incorporated outside Singapore.
  • Subsidiary: A locally incorporated company with the shareholder being the foreign company. It is a separate legal entity from the foreign company.

Setting Up A Branch In Singapore


To register itself as a branch, the foreign company must appoint two local agents in Singapore to act on its behalf. The agents must be ordinarily resident in Singapore. A foreign company must file its annual report and the audited accounts of its Singaporean branch within two months after its annual general meeting or within seven months from the end of its financial year.


Incorporating A Company In Singapore


The key requirements for incorporating a subsidiary in Singapore are as follows:

 

  • At Least One Shareholder: A foreign company may hold all the shares of its Singapore subsidiary. The minimum share capital is SGD 1.
  • At Least One Director: There is no restriction on the number of foreign directors that a company may have.
  • A Company Secretary: The company secretary will handle all the necessary regulatory compliance required for companies. No professional qualifications are required, although many companies appoint a professional corporate secretarial agent to the post.
  • An Auditor: It must have an auditor and must file annual audited accounts with ACRA.
  • A Registered Office: Every company incorporated in Singapore must have a registered office in Singapore manned by the company secretary or his agent or clerk at which certain specified records must be kept. The registered office also serves as the address to which legal process may be served on the company. The office must be accessible to the public for not less than three hours daily during normal working days of the week, excluding Saturdays, Sundays, and public holidays.

The company secretary and at least one of the directors must be ordinarily resident in Singapore.


Once incorporated, a company must comply with various formalities such as statutory requirements for general meetings, appointment of directors, company secretary, and share allotments. Annual returns must also be filed.


The procedure for incorporation involves applying for approval and reservation of a company name, and submitting the required fees and documents for incorporation. The approval process usually takes a day.


Carrying On Business


There are relatively few restrictions on the kind of activities that may be carried out by a foreign company in Singapore, although some may require licensing by the appropriate government authority. Accordingly, a company may, notwithstanding foreign ownership or control, carry on all activities that its Singaporean-owned and controlled counterpart may carry on. There are, however, restrictions on a foreign-owned or controlled company’s powers to own land in Singapore. There are also restrictions on foreign ownership in certain key industries such as defence and the media.

 

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For further information, please contact:

 

Rachel Eng, Partner, WongPartnership
rachel.eng@wongpartnership.com


Teck Howe Tan, Partner, WongPartnership

teckhowe.tan@wongpartnership.com


Kah Keong Low, Partner, WongPartnership

kahkeong.low@wongpartnership.com

 

WongPartnership Corporate/M&A Profile in Singapore

 

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