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Foreigner setting up a company in Singapore
We can assist you in expanding your Business operation to Asia using Singapore as your Asia Regional HQ seamlessly.
Click here more information about Singapore Incorporation with Employment Pass.
Under the Company Act to incorporate a company, you need to have at least one local resident director and it is not a requirement for them to hold shares in the company . To be consider as local resident director are:
1) Employment Pass Visa Holder ,
2) Dependent Pass Visa Holder,
3) Permanent Residence Visa Holder or
4) Singapore citizen
Nominee Director Deposit:
The deposit is used to cover the company strike off cost (when requiured) as breakdown as below:
1) To strike off a company , Service fee $800
2) annual compliance in order to strike off – $2,640, the details are in this link: https://www.paulhypepage.com/our-fees/#/?a=Annual-Recurring-Services-Fees
3) Lawyer fee to issue notice for strike off of company and misc cost – $1,200 to $1500
*Refund of the Deposit:
The deposit is fully refunded when you found your local resident director as replacement or approval of your employment pass visa.
Below is some information to share with you the differences between a branch or subsidiary or represent office.
A branch of the foreign company that operates in Singapore is legally part of the foreign company and is not its own entity. This is an important point since it means that the foreign company’s head office bears the ultimate responsibility for any liabilities arising due to the acts of commission or omission of the Singapore branch office. Normally, Singapore branch office is non tax resident in Singapore and therefore, there is no tax exemption or advantage compared to Singapore company. However, Singapore branch of a foreign company is considered resident in Singapore if the control and management of its business are exercised in Singapore. Such companies will not need to pay taxes twice on foreign-sourced income under the Double Taxation Agreements (DTAs).
Prior to establishing a place of business or commencing business in Singapore, a foreign company must register itself as a branch with the ACRA. A foreign company is defined in the Companies Act as:
A branch must have at least 2 authorised agents who ordinarily are resident in Singapore. A list of the directors of the head office has to be notified to the ACRA. A branch must have a registered office in Singapore.
Advantage of a Branch: It is administratively easier to maintain than a company. In addition, closing a branch is easier than liquidating a company.
Disadvantage of a Branch: The liabilities of a branch extend to its head office. A branch having a registered office in Singapore means that its head office (foreign corporation) can be served with legal process in Singapore. Another disadvantage is that the accounts of the head office must be lodged with the ACRA and they are available for public inspection.
A Singapore Subsidiary Company is a Private Limited Company incorporated in Singapore whose major shareholder is a foreign company.
A Singapore Subsidiary Company can have the full ownership of the foreign company and is considered as a separate legal entity. The subsidiary company doesn’t have any liability to the foreign company as its liability is limited to the share capital it has subscribed.
Advantage of a Subsidiary:
The subsidiary company gets the benefit of several tax exemptions as it is considered as the local company. Further, it will not implicate the head office with legal or financial problem as it is considered as a legal entity.
Disadvantage of a Subsidiary:
As a subsidiary, it means that there is a corporate shareholder and accordingly to Singapore Company Act, it is required to be audit yearly and will increase the compliance cost.
Incorporate a Representative Office in Singapore
A representative office in Singapore has no legal status, but is merely an administrative arrangement. Generally, the purpose of the representative office is to perform liaison services and establish business contacts, often as a precursor to the commencement of full-scale business activities in Singapore.
Advantage of a Representative Office:
It will cost relatively lesser when setting up a representative office compare to other type of entity in Singapore.
Disdvantage of a Subsidiary:
As a represantative office, it means that there is a legal status hence it cannot perform any sales activity and go to any contract signing. From a commercial point of view, business parties will deem less willing to work with RO as it is not a legal entity in Singapore.
|Types||Subsidiary Company||Representative Office||Branch Office|
|Entity Name||Need not be the same as parent company||Must be the same as parent company||Must be the same as the parent company|
|Allowed Activities||Can conduct all business activities||Can only conduct market research or coordinating activities||Must be the same as the parent company|
|Suitable For||For local or Foreign Companies that wish to expand their operations in Singapore||For Foreign Companies that wish to set up temporary vehicle in Singapore to conduct research and act as liaison office||For Foreign Companies that wish to expand their operations in Singapore|
|Disadvantages||Continuing Compliance Obligations eg Financial Reports, Audit, AGMS, etc||It is a temporary vehicle and cannot generate revenue||Continuing Compliance Obligations eg Financial Reports, Audit etc|
|Ownership||Can be 100% foreign or locally owned||No Ownership||Owned 100% by the head office|
|Separate Legal Entity||Yes||No||No|
|Cap on Number of Members||Yes, max 50||Not Applicable||Not Applicable|
|Minimum Setting up Requirement||Min One shareholder that can be an Individual or corporate (100% local or foreign shareholding allowed. Must have at least one resident director||Must appoint a Chief Representative who will relocate from headquarters||Must have two Singapore Resident Agents|
|Need for Audited Accounts||Yes||No||Yes|
|Filing of Accounts with ACRA and IRAS||Yes||No||Yes|
|Annual Filing||Must file audit report of subsidiary||Not Applicable||Must file branch office’s as well as parent company’s audit reports|
|Tax Treatment||Taxed as Singapore resident entity, local tax benefits available||Not Applicable||Taxed as non-resident entity, local tax benefits not available|
|Tax Benefits||A subsidiary company, with at least one individual shareholder with minimum of 10 percent shareholding, is entitled to local tax incentives and rebates||No Corporate tax. Employees have to pay personal tax||Partial tax exemption|
|Cessation of Business upon Death of a Member/Partner||No. Equity shares go on in perpetuity||Not Applicable||No|
|Validity Period||Perpetually until deregistered||This is a temporary Setup. It is intended not to last more than 3 years||Perpetually until deregistered|
|Normal Registration Time||3 hours||3-5 days||3 hours|
|Appointment of Officers||Must appoint at least one local resident director||Must appoint a Chief Representative who will relocate from headquarters||Must appoint two resident agents|
|Governing Body||ACRA & IRAS||International Enterprise Singapore||ACRA & IRAS|
Personal income tax is imposed only on the income sourced within Singapore. The income earned outside Singapore is exempt from taxation.The quantity of income tax liability of an individual depends on individual’s tax residency in Singapore. There is a difference in amount between residents and non-residents.
Click here more information about Personal income tax in Singapore.
When entering a new market, the opportunity for generating wealth is weighted by the risk of loss. Faced with uncertainty, on the ground knowledge and market experience is essential to make informed decisions.
Paul Hype Page & Co. provides added value beyond our competitors. We employ Certified Public Accountants and Tax Attorneys to assist you in the next stage of your growing business.
At Paul Hype Page, you don’t pay us by the hour. You gain from the value in that hour.
PACKAGE FOR FOREIGN ENTREPRENEURS OPERATING OVERSEAS
COMPANY INCORPORATION WITH 1 YEAR NOMINEE DIRECTOR
|Acra Registration Fee||S$315|
|Appointment of Company Secretary (for 1 year)||S$600|
|Nominee Director (for 12 months)||S$3,800 onwards|
|Registered Office Address (for 1 year)||S$240|