Incorporation Services

There are seven types of companies that can be incorporated in Singapore. The most common type is a Private Company.

Minimum features of a private limited company:

• Governed by Memorandum and Articles of Association / Constitution
• Member has limited liability
• A separate legal entity from directors and members
• It can be sued in Company’s name
• Members are not personally liable for debts/losses
• It has more formalities and procedures
• Has a statutory obligation to file Annual Return
• Computes tax based on the corporate tax rate of 17%
• Businesses can be closed by Voluntary/Compulsory winding-up or Striking-off a Company

A foreign branch is another location of your company operating in another country. It is an extension of your main office but on a global scale. The branch office:

• must have a locally resident authorised representative.
• is required to lodge their financial statements as well as those of their Singapore Branches when filing annual returns with ACRA;
• is required to prepare audited profit and loss account which complies with the Accounting Standards
• must prepare an audited statement showing their assets used in and liabilities arising out of their operations in Singapore, and lodge these documents with ACRA

Singapore branches of foreign companies are controlled and managed by their foreign parent. They are not considered tax residents of Singapore.
 

A representative office (RO) is for foreign entities that are keen to explore opportunities, test the market in the region, or promote products or services without doing direct business activities and profit generation. An RO allows you to assess the viability of doing business in Singapore before deciding to set up a permanent establishment. RO is a temporary set-up with no legal status so it cannot engage in any trading or business activities that yield a profit.

An approved RO of a foreign commercial entity may operate in Singapore for a validity period of one year only from its commencement date after the evaluation of Enterprise Singapore. An extension of RO will only be granted on a case-by-case basis and is subjected to approval for up to a maximum of 3 years. Once the RO decides to continue its presence in Singapore, its operations should be registered with ACRA.
 

A Limited Liability Partnerships (LLP) gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company.

Minimum features of a limited liability partnership:

• LLP agreement is needed to determine rules about the general partnership
• Partners have limited liability
• It is a separate legal entity from partners
• It can sue and or be sued in its name
• It has fewer formalities and procedures compared to a private limited company)
• Compute tax rates based on personal income tax rates (if a partner is an individual) or corporate tax rate if a partner is a company)
• It can acquire and hold property in its name
• Has a common seal in its name
• It can do such other acts and things in its name, as bodies corporate may lawfully do and suffer.

It is a partnership consisting of a minimum of two partners, at least one general partner, and one limited partner. An individual or a corporation may be a general partner or a limited partner of the LP.

Minimum features of a limited partnership:

• The general partner has unlimited liability while the limited partner has limited liability
• It is not a separate legal entity from the partners
• It can sue or be sued in the partners’ names/firm’s name
• It is easy and less costly to administer
• Statutory obligation to file an annual renewal
• Compute tax rates based on personal income tax rates (if a partner is an individual) or corporate tax rate if a partner is a company)
• Business can be closed through cessation/dissolution of business by the general partner.

A partnership is a business owned by at least 2 partners. The partner can be an individual, a company, or a limited liability partnership.

Minimum features of a partnership:

• It is not a separate legal entity from the business owners
• Exists subject to partnership agreement
• The partners are personally liable for all the debts and losses of the partnership
• It can sue or be sued in the partners’ names/firm’s name
• It is easy and less costly to administer
• Statutory obligation to file an annual renewal
• Compute tax based on personal income tax rates
• Business can be closed through cessation of business by the partner
• Registrar can cancel registration if not renewed or where Registrar is satisfied

A sole proprietorship can be owned and controlled by an individual, a company, or a limited liability partnership. There are no partners in the business.

Minimum features of a sole proprietorship:

• It is not a separate legal entity from the business owner
• The business owner has unlimited liability and is liable for all debts and losses.
• It can sue or be sued in the owner’s name/firm’s name
• Easy and less costly to administer
• Statutory obligation to file an annual renewal
• Compute tax based on personal income tax rates
• Business can be closed through cessation of business by the sole proprietor