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

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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

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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

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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

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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

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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

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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

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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
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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
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*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.