Comparison of Singapore Company Incorporation
| Ownership |
| Company Secretary |
| Director |
| Shareholder |
| Annual return |
| Liability |
| Legal Status |
| Registration Requirements |
| Entrepreneur Pass (EntrePass) |
| Taxes |
| Singapore Full Tax Exemption |
| Singapore Partial Tax Exemption |
| Audit requirement |
| Continuity in Law |
| Closing the Business |
| Singapore Sole- Proprietorship | |
| Ownership | One person (sole-proprietor) |
| Company Secretary | Not required |
| Director | NA |
| Shareholder | NA |
| Annual return | NA |
| Liability | Owner has unlimited liability
Owner personally liable for debts and losses of business |
| Legal Status | Not a separate legal entity
A business owned by one person |
| Can sue or be sued in individual’s own name
Can also be sued in business name |
|
| Can own property in individual’s name | |
| Registration Requirements | Age 18 years or above. Singapore citizen/ Singapore permanent resident/ Employment Pass/ Dependent Pass holder.
If owner not resident in Singapore, he must appoint a local manager who is ordinarily resident in Singapore |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | If owner is an individual, profit is taxed at owner’s personal tax rates
If owner is a corporation, profit is taxed at corporate tax rates |
| Singapore Full Tax Exemption | Not eligible |
| Singapore Partial Tax Exemption | Not eligible |
| Audit requirement | NA |
| Continuity in Law | Exists as long as the owner is alive and desires to continue the business
Must renew registration annually, otherwise Sole-Proprietorship will cease |
| Closing the Business | By Owner – Cessation of business
Must renew registration annually, otherwise Sole-Proprietorship will cease |
| More Info | |
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| Singapore Partnership | |
| Ownership | 2 and 20 partners. |
| Company Secretary | Not required |
| Director | NA |
| Shareholder | NA |
| Annual return | NA |
| Liability | Partners have unlimited liability
Partners personally liable for partnership’s debts and losses incurred by other partners |
| Legal Status | Not a separate legal entity
An association of two or more persons carrying on business in common with a view to profit |
| Can sue or be sued in individual’s own name
Can sue or be sued in firm’s name |
|
| Cannot own property in firm’s name | |
| Registration Requirements | Age 18 years or above. Singapore citizen/ Singapore permanent resident/ Employment Pass/ Dependent Pass holder.
If owners not resident in Singapore, they must appoint a local manager who is ordinarily resident in Singapore |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | If partner is an individual, profit is taxed at partner’s personal tax rates
If partner is� a corporation, profit is taxed at corporate tax rates |
| Singapore Full Tax Exemption | Not eligible |
| Singapore Partial Tax Exemption | Not eligible |
| Audit requirement | NA |
| Continuity in Law | Exists subject to partnership agreement
Must renew registration annually, otherwise Partnership will cease |
| Closing the Business | By the partners – Cessation of business or dissolution of partnership
Must renew registration annually, otherwise Partnership will cease |
| More Info | |
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| Singapore Limited Liability Partnership (LLP) | |
| Ownership | At least 2 partners, no maximum limit. |
| Company Secretary | Not required |
| Director | NA |
| Shareholder | NA |
| Annual return | Only an annual declaration of solvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business |
| Liability | Partners have limited liability
Partners personally liable for debts and losses resulting from their own wrongful actions Partners not personally liable for debts and losses of LLP incurred by other partners |
| Legal Status | A separate legal entity from its partners
A partnership where the individual partner’s own liability is generally limited |
| Can sue or be sued in LLP’s name | |
| Can own property in LLP’s name | |
| Registration Requirements | At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP)
At least one manager ordinarily resident in Singapore and at least 18 years old |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | If partner is an individual, profit is taxed at partner’s personal tax rates
If partner is� a corporation, profit is taxed at corporate tax rates |
| Singapore Full Tax Exemption | Not eligible |
| Singapore Partial Tax Exemption | Not eligible |
| Audit requirement | NA |
| Continuity in Law | The LLP has perpetual succession until wound up or struck off |
| Closing the Business | Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
Striking off |
| More Info | |
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| * MOST POPULAR * | |
| Singapore Private Limited Company (Pte. Ltd.) | |
| Ownership | 50 members or less |
| Company Secretary | Required
Must appoint a company secretary within 6 months of incorporation |
| Director | At least 1 local director
Corporate director not allowed Director must be individual |
| Shareholder | At least 1 shareholder/ member
Shareholder/ member can be a Company/ Corporate or individual Company can be 100% owned by foreigner/ local |
| Annual return | Must be filed |
| Liability | Members have limited liability
Members not personally liable for debts and losses of company |
| Legal Status | A business form which is a legal entity separate and distinct from its shareholders/ members and directors |
| Can sue or be sued in company’s name | |
| Can own property in company’s name | |
| Registration Requirements | At least one shareholder
At least one director ordinarily resident in Singapore, at least 18 years old |
| Entrepreneur Pass (EntrePass) | Eligible� |
| Taxes | Profits taxed at corporate tax rates |
| Singapore Full Tax Exemption | Eligible but subject to conditions |
| Singapore Partial Tax Exemption | Eligible |
| Audit requirement | Must be audited unless exempted
Must appoint an auditor within 3 months after incorporation unless the company is exempt from audit requirements |
| Continuity in Law | A company has perpetual succession until wound up or struck off |
| Closing the Business | Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
Striking off |
| More Info | |
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| Singapore Public Limited Company (Ltd.) | |
| Ownership | Can have more than 50 members |
| Company Secretary | Required
Must appoint a company secretary within 6 months of incorporation |
| Director | At least 1 local director
Corporate director not allowed Director must be individual |
| Shareholder | At least 1 shareholder/ member
Shareholder/ member can be a Company/ Corporate or individual Company can be 100% owned by foreigner/ local |
| Annual return | Must be filed |
| Liability | Members have limited liability
Members not personally liable for debts and losses of company |
| Legal Status | A business form which is a legal entity separate and distinct from its shareholders/ members and directors |
| Can sue or be sued in company’s name | |
| Can own property in company’s name | |
| Registration Requirements | At least one shareholder
At least one director ordinarily resident in Singapore, at least 18 years old |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | Profits taxed at corporate tax rates |
| Singapore Full Tax Exemption | Not eligible |
| Singapore Partial Tax Exemption | Eligible |
| Audit requirement | Must be audited
Must appoint an auditor within 3 months after incorporation |
| Continuity in Law | A company has perpetual succession until wound up or struck off |
| Closing the Business | Winding Up – Voluntarily by members or creditors, compulsorily by the High Court
Striking off |
| More Info | |
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| Singapore Branch of a Foreign Company | |
| Ownership | Foreign Company (Head Office) |
| Company Secretary | Not required |
| Director | NA |
| Shareholder | NA |
| Annual return | Must be filed |
| Liability | Liability bore by Foreign Company (Head Office) |
| Legal Status | Singapore Branch is an extension of a Foreign Company (Head Office) |
| Registration Requirements | At least 2 local agents ordinarily resident in Singapore |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | Profits taxed at corporate tax rates |
| Singapore Full Tax Exemption | Not eligible |
| Singapore Partial Tax Exemption | Eligible |
| Audit requirement | Must be audited
Must appoint an auditor within 3 months after incorporation |
| Continuity in Law | Singapore Branch has perpetual succession until wound up or struck off |
| Closing the Business | A foreign branch has to cease its operations in Singapore if its Head Office has been dissolved or is in liquidation.
By Agent- Cessation of business |
| More Info | |
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| Singapore Representative Office (RO) | |
| Ownership | Foreign Company |
| Company Secretary | Not required |
| Director | NA |
| Shareholder | NA |
| Annual return | NA |
| Liability | Liability bore by Foreign Company |
| Legal Status | Part of Foreign Company
RO is a liaison office, it cannot enter into contract or book sales. |
| NA | |
| NA | |
| Registration Requirements | Sales Turnover of the foreign entity must be > US$250,000
No. of years of establishment of the foreign entity must be >= 3 years |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | NA |
| Singapore Full Tax Exemption | NA |
| Singapore Partial Tax Exemption | NA |
| Audit requirement | NA |
| Continuity in Law | Must renew registration annually, otherwise RO will cease
RO may operate for a maximum of 3 years After 3 years, management may have to decide whether to set up a company |
| Closing the Business | Must renew registration annually, otherwise RO will cease
RO may operate for a maximum of 3 years After 3 years, management may �have to decide whether to set up a company |
| More Info | |
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| Offshore British Virgin Islands (BVI) | |
| Ownership | At least one member |
| Company Secretary | Not required
Required Registered Agent |
| Director | At least 1 director
Director can be a Company/ Corporate or individual |
| Shareholder | At least 1 shareholder/ member
Shareholder/ member can be a Company/ Corporate or individual Company can be 100% owned by foreigner/ local |
| Annual return | Not required |
| Liability | Members have limited liability
Members not personally liable for debts and losses of company |
| Legal Status | A business form which is a legal entity separate and distinct from its shareholders/ members and directors |
| Can sue or be sued in company’s name | |
| Can own property in company’s name | |
| Registration Requirements | At least one director and one shareholder
Director or shareholder can be either an individual or corporation |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | No tax in BVI if no activity in BVI
But, profit should be taxable in place of control and management |
| Singapore Full Tax Exemption | NA |
| Singapore Partial Tax Exemption | NA |
| Audit requirement | NA |
| Continuity in Law | Must renew registration annually, otherwise BVI will cease |
| Closing the Business | Must renew registration annually, otherwise BVI will cease |
| More Info | |
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| Offshore Marshall Islands (MI) | |
| Ownership | At least one member |
| Company Secretary | Not required
Required Registered Agent |
| Director | At least 1 director
Director can be a Company/ Corporate or individual |
| Shareholder | At least 1 shareholder/ member
Shareholder/ member can be a Company/ Corporate or individual Company can be 100% owned by foreigner/ local |
| Annual return | Not required |
| Liability | Members have limited liability
Members not personally liable for debts and losses of company |
| Legal Status | A business form which is a legal entity separate and distinct from its shareholders/ members and directors |
| Can sue or be sued in company’s name | |
| Can own property in company’s name | |
| Registration Requirements | At least one director and one shareholder
Director or shareholder can be either an individual or corporation |
| Entrepreneur Pass (EntrePass) | Not eligible |
| Taxes | No tax in MI if no activity in MI
But, profit should be taxable in place of control and management |
| Singapore Full Tax Exemption | NA |
| Singapore Partial Tax Exemption | NA |
| Audit requirement | NA |
| Continuity in Law | Must renew registration annually, otherwise MI will cease |
| Closing the Business | Must renew registration annually, otherwise MI will cease |
| More Info
*Subject to approval by Authority We offer specialized services that assist foreigners and Singapore residents in setting up businesses in Singapore, British Virgin Islands (BVI) and Marshall Islands (MI). Our dedicated services also extended to areas such as auditing, accounting, secretarial, taxation, Singapore company formation, employment pass application, nominee local directorship and business advice. Over the years of operations, our expertise and resources have assisted numerous Multinational Corporations (MNCs) and Small & Medium Enterprises (SMEs) in Singapore and Globally in setting up business in Singapore, British Virgin Islands (BVI), Marshall Islands (MI) and maintaining companies in good standing. Company formation in Singapore and assisting foreign individuals/companies to start a company offshore businesses of their own is one our major areas of expertise. Our well qualified team of experts can not only provide information regarding the rules and regulations in Singapore but also assist you with the application and formation of Singapore company register. |
