Globe Capitalist / Company formation / Singapore

Singapore
Company formation

Unblock the road to success: Find out how to navigate your way in Singapore company formation. Explore the benefits, company types and tax landscape for business formation in this island city-state south of Malaysia, global financial hub, a gateway for business to Asia.

Company incorporation in Singapore. How to, types of incorporation, advantages, disadvantages and taxes
Singapore skyline at the Marina in the morning

Welcome to Singapore, a thriving hub of commerce in the heart of Southeast Asia. Known for its strategic location, robust economy, and pro-business environment, Singapore has long been an attractive destination for entrepreneurs from all over the world. Its reputation as a leading financial center, combined with a stable political landscape and clear regulatory framework, provides a fertile ground for business growth and innovation. Singapore’s cosmopolitan culture, coupled with its strong ties to both the East and the West, offers a unique blend that facilitates global trade and investments.

The Republic of Singapore, a city-state located at the crossroads of major shipping routes, is often dubbed the “Gateway to Asia.” With its strategic geographical position, Singapore plays a pivotal role in international trade, attracting global investors and entrepreneurs alike. The government’s forward-thinking policies, dedication to infrastructural development, and emphasis on education and innovation make it a magnet for businesses. Moreover, the nation’s commitment to maintaining an investor-friendly climate, underscored by its transparency and rule of law, provides confidence and assurance for those looking to set up operations here. With a multicultural populace and a strong emphasis on harmony and cooperation, Singapore stands as a beacon of prosperity in the region.

Country Singapore
Language English (Official, 100%)
Malay (12.1%)
Mandarin (34.9%)
Tamil (3.3%)
Time in Singapore GMT +8
Population Approximately 5.7 million (2021, source: World Bank)
Currency Singapore Dollar (SGD)
Religion Buddhism (33.2%)
Christianity (18.8%)
Islam (14%)
Taoism (10%)
Hinduism (5%)
Other religions (0.6%)
No religion (18.4%)
Tax regime 17%
VAT 7%
Overage salary Approximately SGD 4,563 per month (source: Ministry of Manpower, 2020 data)
Types of incorporations Private Limited Company (Pte Ltd), Sole Proprietorship, Partnership, Limited Liability Partnership (LLP), Public Company Limited by Shares (Ltd)

Why opening a company in Singapore

Singapore offers an array of fiscal benefits for entrepreneurs, making it a top choice for company incorporation. Its competitive corporate tax rate, coupled with a myriad of tax incentives and rebates, make it particularly appealing to both startups and established enterprises. The country’s strategic location provides easy access to booming markets in the region, and its world-class infrastructure ensures smooth business operations. The local government actively supports businesses through grants, funding, and training programs. Therefore, Singapore is best suited for entrepreneurs eyeing regional expansion, those in the tech and financial sectors, and businesses aiming to capitalize on the nation’s research and innovation capabilities.

Advantages

Pro-business Environment

One of Singapore’s strongest suits is its unwavering commitment to fostering a business-friendly ecosystem. The government actively formulates policies that spur economic growth, ease the process of business registration, and enhance regulatory transparency. This environment reduces bureaucratic red tape and allows both startups and multinational corporations to thrive.

Strategic Location

Singapore’s geographical positioning is nothing short of advantageous for businesses. Located at the crossroads of major trade routes, the country provides easy access to the burgeoning markets of Asia. Its state-of-the-art port facilities and excellent air connectivity make it a critical nexus for global trade, facilitating easy import and export of goods.

Robust Legal Framework

Singapore boasts a robust and transparent legal system that is well-regarded globally. The country’s emphasis on upholding the rule of law ensures that contracts are enforced, and intellectual property is protected. This provides businesses with the confidence that their interests are safeguarded.

Tax Incentives

The nation’s competitive tax regime is another lure for entrepreneurs. Singapore offers numerous tax incentives, exemptions, and rebates, effectively lowering the tax burden for many enterprises. Furthermore, the absence of capital gains tax and dividend taxes makes it a tax-efficient location for businesses.

Skilled Workforce

Singapore is home to a highly skilled, multilingual workforce. Its world-class educational institutions and emphasis on continuous learning ensure a steady supply of professionals equipped to meet the demands of various industries.

Disadvantages

High Living and Operational Costs

One of the primary challenges of setting up shop in Singapore is its elevated cost of living. This translates to higher operational costs for businesses, from rental fees to salaries. While the country offers numerous advantages, companies need to be prepared to bear these elevated expenses.

Stiff Competition

Its reputation as a global business hub means that Singapore is a magnet for companies from all over the world. This influx results in fierce competition across sectors, requiring businesses to constantly innovate and adapt to maintain a competitive edge.

Regulatory Changes

While the Singaporean government is pro-business, it is also vigilant in ensuring that the business environment remains fair and sustainable. This vigilance can lead to frequent regulatory changes, requiring companies to be agile and continuously updated on the latest rules and guidelines.

Limited Natural Resources

Singapore’s limited land and natural resources mean that many raw materials need to be imported, potentially raising costs for manufacturing and production businesses.

Dependency on External Markets

Due to its small domestic market, Singapore heavily relies on external markets for trade. This dependence makes the country more vulnerable to global economic fluctuations, which can impact businesses operating within its borders.

Taxes

In Singapore, the corporate income tax rate is capped at 17%. However, through various rebates and incentives, the effective rate can be significantly lower. The tax regime is territorial; thus, companies are taxed on Singapore-sourced income. Income earned outside of Singapore and remitted into the country might be exempted from taxes, under specific conditions. Furthermore, the country has established a wide network of Double Taxation Agreements with numerous countries, ensuring that income is not doubly taxed. This transparent and competitive tax system, combined with no capital gains tax, makes Singapore a tax-efficient location for businesses.

Company types in Singapore

Sole Proprietorship

Type Cost of incorporation Minimum share capital Taxes
Sole Proprietorship SGD 100 N/A Subject to personal income tax rates

A Sole Proprietorship is the simplest form of business structure in Singapore. It is best suited for individuals who wish to operate a small business. The key feature is that there’s no legal distinction between the owner and the business. This means the owner is personally responsible for all debts and liabilities of the business. While it offers complete control and flexibility to the business owner, the main drawback is the unlimited liability, which can pose a considerable risk.

Partnership

Type Cost of incorporation Minimum share capital Taxes
Partnership SGD 200 N/A Subject to personal income tax rates for each partner

A Partnership in Singapore is a business structure where two or more individuals come together to set up a business. Each partner contributes to the business in terms of capital, skills, or other resources. Like the Sole Proprietorship, partners in this setup are personally liable for the business’s debts and liabilities. It’s crucial for partners to have a well-drafted partnership agreement to define roles, responsibilities, and the distribution of profits and losses.

Private Limited Company (Pte Ltd)

Type Cost of incorporation Minimum share capital Taxes
Private Limited Company SGD 800 – 1,500 SGD 1 Corporate tax rate of 17% (with tax incentives for new startups)

Private Limited Companies are the most prevalent form of business incorporation in Singapore. It is a separate legal entity from its shareholders and directors, providing them with limited liability. This means that shareholders are only liable up to the amount of their share capital. The Private Limited Company structure is scalable, credible, and offers tax advantages. Its limited liability, along with various tax incentives and exemptions offered by the Singaporean government, makes it the most preferred choice for both local and foreign entrepreneurs.

Limited Liability Partnership (LLP)

Type Cost of incorporation Minimum share capital Taxes
LLP SGD 500 N/A Subject to personal income tax rates for each partner

Limited Liability Partnerships combine features of partnerships and companies. In an LLP, each partner is not personally liable for the wrongful acts of another partner. It offers flexibility in internal management similar to a partnership, while also providing the limited liability feature of a company. An LLP is best suited for professions where joint practice is common, like lawyers or accountants.

Please note that the costs of incorporation and other details mentioned above are approximate and could vary based on various factors, including the agency chosen for incorporation, additional services availed, and potential changes in government fees. Always consult directly with local authorities or professional agencies for the most accurate and up-to-date information.

Public Company Limited by Shares (Ltd)

Description: A Public Company Limited by Shares in Singapore is one that has more than fifty members and its shares are available to the general public for trading, typically on a stock exchange. Unlike private limited companies which have restrictions on share transfers, public companies embrace a broad shareholder base and enhanced transparency measures due to their public trading nature.
Type Cost of incorporation Minimum share capital Taxes
Public Company Limited by Shares (Ltd) Varies based on factors such as the scale of operations, choice of stock exchange for listing, and advisory fees. No legal minimum Corporate tax rate of 17%
Public companies undergo rigorous scrutiny due to their obligation towards their large shareholder base and the general public. Their accounts must be audited by an external party, and they are required to disclose their financial statements publicly, ensuring transparency. One of the main attractions for companies to go public is to raise capital for expansion or other projects. It also provides an exit strategy for original investors and offers a form of currency for potential mergers or acquisitions in the form of shares.

VAT in Singapore

In Singapore, the Value Added Tax (VAT) is referred to as the Goods and Services Tax (GST). The current GST rate is 7%. All businesses with a turnover exceeding SGD 1 million from taxable goods and services are required to register for GST. This tax is levied on the import of goods, as well as nearly all supplies of goods and services in Singapore.

Common Questions

How can a foreign entrepreneur work legally in Singapore after setting up a company?

After incorporating a company in Singapore, a foreign entrepreneur will need to obtain an Employment Pass (EP) to work legally. The EP is a work visa that allows foreign professionals, managers, executives, and directors to live and work in Singapore. The applicant should have a fixed monthly salary (the minimum requirement changes periodically) and recognized qualifications.

Are there any restrictions on the type of business activities a company can engage in?

Singapore boasts a free-market economy, so there are very few restrictions. However, certain business activities such as banking, finance, and legal consultancy require special licenses or are subject to regulatory scrutiny. It’s crucial to verify if your desired business activity requires any additional permissions or licenses in Singapore.

What are the key financial reporting requirements in Singapore?

Companies in Singapore must maintain proper accounting records and should have them audited annually. Financial statements should comply with the Singapore Financial Reporting Standards (SFRS). Small companies, subject to meeting certain criteria, may be exempted from the audit requirement but must still prepare financial statements.

How does dividend distribution work in Singapore?

Singapore follows a one-tier tax system. This means that the tax paid by a company on its chargeable income is the final tax. Dividends paid to shareholders are exempt from further taxation. In other words, shareholders won’t have to pay tax on dividends received from a Singapore company.

Can a Singapore company hire foreign employees?

Yes, a Singapore company can hire foreign employees. However, depending on the nature of the job and the skill level required, you may need to apply for the appropriate work visas or permits, such as the Employment Pass, S Pass, or Work Permit. There are also quota restrictions and levies imposed on hiring foreign workers in certain sectors.

What's the procedure for closing down a company in Singapore?

If an entrepreneur decides to close down the company, it can either be done by striking off the company from the Register or by winding it up. Striking off is a simpler and more cost-effective method suitable for dormant companies, while winding up is a formal liquidation process. Both procedures have their own sets of requirements and timelines.

How stable is the political and economic environment in Singapore for business?

Singapore is renowned for its stable political environment, efficient governance, and pro-business policies. Its economy is considered one of the most competitive, innovative, and business-friendly globally. The country has consistently received top rankings in various global indices related to ease of doing business, global competitiveness, and financial development.

Are there any data protection regulations that companies should be aware of?

Yes, companies in Singapore should be familiar with the Personal Data Protection Act (PDPA). The PDPA sets out the law related to the collection, use, and disclosure of personal data by organizations. It aims to ensure user data protection and instill consumer trust while allowing companies to use data for legitimate purposes.

How long does it take to set up a company in Singapore?

The standard timeline for company incorporation in Singapore can range from a few hours to a couple of days, provided that all required documentation is in order and there are no delays from the Registrar of Companies. However, additional business licenses, depending on the nature of your business, may take a few weeks.

Do I need a local director for my Singaporean company?

Yes, it’s mandatory to have at least one local director for your Private Limited Company in Singapore. The director must be either a Singaporean citizen, a permanent resident, or someone with a valid employment pass.

What are the requirements for a company name in Singapore?

The company name should be unique, not identical or too similar to any existing local company names. It shouldn’t be vulgar or offensive and must not infringe on any trademarks. It should also reflect the nature of your business. The name will end with “Pte Ltd” for private limited companies.

Are there any annual compliance requirements for companies in Singapore?

Yes, companies in Singapore have annual filing requirements. These include filing the Annual Return with the Accounting and Corporate Regulatory Authority (ACRA) and submitting the annual tax return with the Inland Revenue Authority of Singapore (IRAS). Besides, companies must hold their Annual General Meeting (AGM) each year.

Do I need a physical office address in Singapore?

Yes, you will need a registered office address in Singapore for company registration. It should be a physical address (not a P.O. Box) where official documents and notices can be received. However, it doesn’t necessarily need to be the place where you conduct your business operations.

What tax incentives are available for startups in Singapore?

Singapore offers several tax incentives for startups. A newly incorporated company can enjoy tax exemptions on the first SGD 200,000 of normal chargeable income for the initial three consecutive years. Additionally, there are industry-specific tax incentives and schemes to foster innovation and R&D.
Company incorporation in Singapore. How to, types of incorporation, advantages, disadvantages and taxes

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