If you are a business leader, seeking to take advantage of the opportunities in Asian emerging markets, start with Paul Hype Page & Co. We have an operational office in Singapore, Malaysia, Indonesia, and have helped our clients to expand their business in Australia, China, Hong Kong, Myanmar, Singapore, and Vietnam.

Our services extend beyond the competitors. Whether you are looking to open a subsidiary, a branch, or headquarters, we are ready to help. When you employ our firm, you also employ a Certified Public Accountant and Tax Attorney with big four experience.

We can assist in your business expansion or investment in these areas by providing a one-stop service for all the consulting and professional services from planning to execution and yearly compliance issues. Our Services range from international tax planning, incorporation, accounting, legal, human resource, and running your daily operation.

Depending on your needs, we have the following Paul Hype Page Solution for your reference:

Summary steps for Singapore Incorporation with 1-year Nominee Director (Estimated Time: 7 days)

Steps:

  1. Please use online platform ibizfile to register and fill in your incorporation details.
  2. Make an appointment at our office, or over the phone.
  3. Email us the foreign director and shareholder’s document
  4. Pay the invoice in full so we can start
  5. Sign the Nominee Director Agreement and Resolutions
  6. Open a bank account
  7. Apply for Employment Pass Visa if any director or manager wants to relocate to Singapore (Optional)

Click here more information about Singapore Incorporation with Employment Pass.

Singapore Incorporation with Nominee Director

Requirement of Local Resident Director

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
Local Resident Director

Corporate bank account

Whether you are going to open a branch, a subsidiary, or a representative office, you will need to open a corporate bank account for your company in Singapore. It will be a good option to open a corporate bank account with Aspire Bank. Aspire allows you to operate overseas. With Aspire, you can have fast and simple access to financial services for your business operations anywhere and at any time through your mobile phones. You can also enjoy cashback for your online marketing and “software as a service”.

It is free to open an Aspire Business Account. There are no monthly fees, fall below fees, or FAST transfer fees, and no minimum deposit is required as well. If you are keen, the account can be opened entirely online with Paul Hype Page. Check out more Aspire features on www.aspireapp.com.

Comparison of Company, Subsidiary or Representative office

A branch, a subsidiary, and a representative office are different.

Incorporate a Branch in Singapore

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 company, corporation, society, association or other body incorporated outside Singapore, or
  • An incorporated society, association or other body which, under the law of its place of origin, may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose, and which does not have its head office or principal place of business in Singapore.

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.

 

Incorporate a Subsidiary in Singapore

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. The subsidiary company doesn’t have any liability to the foreign company as its liability is limited to the share capital it has subscribed to.

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.

Want to Start business in Singapore
Want to Start business in Singapore

Comparison Chart for Subsidiary Company Vs Branch Office Vs Representative Office

TypesSubsidiary CompanyRepresentative OfficeBranch Office
Entity NameNeed not be the same as parent companyMust be the same as parent companyMust be the same as the parent company
Allowed ActivitiesCan conduct all business activitiesCan only conduct market research or coordinating activitiesMust be the same as the parent company
Suitable ForFor local or Foreign Companies that wish to expand their operations in SingaporeFor Foreign Companies that wish to set up temporary vehicle in Singapore to conduct research and act as liaison officeFor Foreign Companies that wish to expand their operations in Singapore
DisadvantagesContinuing Compliance Obligations eg Financial Reports, Audit, AGMS, etcIt is a temporary vehicle and cannot generate revenueContinuing Compliance Obligations eg Financial Reports, Audit etc
OwnershipCan be 100% foreign or locally ownedNo OwnershipOwned 100% by the head office
Separate Legal EntityYesNoNo
Cap on Number of MembersYes, max 50Not ApplicableNot Applicable
Minimum Setting up RequirementMin One shareholder that can be an Individual or corporate (100% local or foreign shareholding allowed. Must have at least one resident directorMust appoint a Chief Representative who will relocate from headquartersMust have two Singapore Resident Agents
Limited LiabilityYesNoNo
Need for Audited AccountsYesNoYes
Filing of Accounts with ACRA and IRASYesNoYes
Annual FilingMust file audit report of subsidiaryNot ApplicableMust file branch office’s as well as parent company’s audit reports
Tax TreatmentTaxed as Singapore resident entity, local tax benefits availableNot ApplicableTaxed as non-resident entity, local tax benefits not available
Tax BenefitsA subsidiary company, with at least one individual shareholder with minimum of 10 percent shareholding, is entitled to local tax incentives and rebatesNo Corporate tax. Employees have to pay personal taxPartial tax exemption
Cessation of Business upon Death of a Member/PartnerNo. Equity shares go on in perpetuityNot ApplicableNo
Validity PeriodPerpetually until deregisteredThis is a temporary Setup. It is intended not to last more than 3 yearsPerpetually until deregistered
Normal Registration Time3 hours3-5 days3 hours
Appointment of OfficersMust appoint at least one local resident directorMust appoint a Chief Representative who will relocate from headquartersMust appoint two resident agents
Governing BodyACRA & IRASInternational Enterprise SingaporeACRA & IRAS

Personal Tax for staff relocated to Singapore