Incorporating in Singapore

Foreign corporation in Singapore

A foreign corporation wishing to set up business in Singapore may incorporate a Singapore subsidiary company. A foreign trading company may operate either as a wholly owned subsidiary of the parent company if it is selling its parent company's products in Singapore, or representing manufacturers who do not have any local distributor, or using Singapore as a base to service regional markets.

Subsidiary company in Singapore

The main requirements for the incorporation of a Singapore subsidiary company are:

  • Name approved by the Registrar of Companies (ROC).
  • Two or more shareholders, each subscribing to at least one share in the proposed company.
  • A printed and duly signed memorandum and articles of association (constitutional documents) each stamped with a S$10 impressed stamp.
  • At least two directors who must be natural persons and one of whom must be ordinarily resident in Singapore, the resident director need not be a Singapore citizen.
  • A resident secretary who must be a natural person.
  • A registered office in Singapore.

The documents that have to be lodged with the ROC for the incorporation of a company are:

  • Statutory declaration of compliance.
  • Certificate of identity of the officers and subscribers.
  • Return of allotment of shares.
  • Notice of location of registered office and of office hours and particulars of any changes.
  • Consent to act as director signed before a notary public, advocate and solicitor or an approved company auditor.
  • Return giving particulars in register of directors, managers, secretaries and auditors and particulars of any changes.

Registration fees on a sliding scale are payable on incorporation and are based on the authorised share capital of the company. The fees range from a minimum of S$300 (for an authorised share capital of up to S$100,000) to a maximum S$35,000 (for an authorised share capital of S$102 million and above).

After registration of the company's memorandum and articles of association and upon its compliance with all other requirements, the ROC will issue it a Certificate of Incorporation. The company exists formally when the Certificate is issued. The whole process of incorporation of a typical subsidiary (private) company normally takes about two weeks.

Allotment of shares up to the limit of a company's authorised share capital will not attract stamp duties. Stamp duties are, however, payable by the purchaser on a transfer of shares in a company at the rate of 20 cents or S$100 of the consideration or part thereof. For Singapore public listed companies, no stamp duties are payable if the transfer is executed automatically on the Stock Exchange of Singapore's Electronic Trading System.