2022 Foreigner’s Guide to Registering a Singapore Company

Singapore’s top financial centre, with robust IP protection, ample availability of funding, a thriving start-up ecosystem, a business-friendly regulatory environment, and a very attractive corporate taxation framework are some of the reasons why foreigners want to register a Singapore company.

Types of Business Entities in Singapore

Among the business entities available in Singapore, you can choose from these five – sole-proprietorship, partnership, limited partnership, limited liability partnership, and private limited company. Here the private limited company is the most common and flexible business entity, considered a separate legal entity, and is limited by shares.

To incorporate a company in Singapore, the minimum requirements include:

• at least 1 shareholder; can be a person or a corporate entity
• 1 local resident director; he or she may be a Singapore citizen or a permanent resident, a holder of an employment pass or a dependant pass
• 1 company secretary who is resident in Singapore
• initial paid-up capital of at least S$1, or its equivalent in any major international currency
• a physical registered office address in Singapore; PO Boxes are not allowed

Notably, a foreign entrepreneur can register a company in Singapore by either:

• relocating to Singapore with a work visa OR
• without relocating, and choosing our nominee resident director service. 

We discuss all the three options in detail below.

1) Incorporate a Singapore Company with Employment Pass

Here, a foreign entrepreneur can incorporate a Singapore private limited company using our company incorporation services, which include a resident director (nominee director on a temporary-basis), locally resident company secretary, and local physical office address requirements.

After the company incorporation is completed, we can apply for your Employment Pass (EP). Once the application is approved by the Ministry of Manpower, you (the foreign entrepreneur) can relocate to Singapore and take care of your business. Then, our temporary nominee resident directorship ceases and you can take over as the company’s sole director.

How to qualify for an Employment Pass in Singapore

To be eligible for the Employment Pass in Singapore upon registering a company, you must:

• Earn at least S$8,000 as fixed monthly salary
• Possess acceptable qualifications from reputed and good universities, or some much-in-demand specialised skills.
• Be either a CEO, CFO, Managing director etc.

In Singapore, an employer or authorised third party has to apply for a candidate’s Employment Pass, not the candidates themselves. Moreover, if you are an overseas employer with no registered office in Singapore:

• A Singapore-registered company can act as a local sponsor and apply on your behalf.
• The local sponsor must submit the application.

Also Read: Why Singapore is the best home in Asia to set up a company »

2) Incorporate a Singapore Company with EntrePass

Here, a foreign entrepreneur, who wants to carry out business and form a company in Singapore, can apply for an Entrepreneur Pass (EntrePass) to the Ministry of Manpower (MOM). Foreign entrepreneurs, who are eligible, can apply for the EntrePass before incorporating a Singapore company with ACRA – Accounting and Corporate Regulatory Authority which is Singapore’s national regulator of business entities –  or within six months after incorporating a company with ACRA.

EntrePass is open to persons of all nationalities who meet the following two conditions:

1. Have already started, or intend to start soon, an ACRA-registered Singapore private limited company that is venture-backed or owns any innovative technologies.
   • If incorporated, the company must be less than six months old (registration date) on the date of application.
   • If not incorporated, you can do so after your application is processed and you know the outcome.
2. Meet any of the following innovative criteria either as an entrepreneur, innovator or investor, as listed below. While you do not need to meet all of the criteria for each respective profile, having more qualifications would certainly help with the application.Entrepreneur
   • Your company has raised at least $100,000 from a government investment vehicle, venture capitalist (VC) or business angel, recognised by a Singapore Government agency.
   • Your company is an existing incubatee either at an incubator or an accelerator, recognised by the Singapore Government.
   • You have significant business experience, a promising entrepreneurial track record of starting highly-scalable businesses, and are wanting to start and operate an innovative tech or venture-backed business in Singapore.

   Innovator

   • You (or your company) holds intellectual property (IP) rights, registered with an approved national IP institution, which can deliver a significant competitive advantage to your company.
   • Your (or your company) has an ongoing research collaboration with any agency under the Singapore Government’s Agency for Science, Technology and Research (also called A*STAR).
   • You have exceptional domain expertise in an area related to your proposed business that is either venture-backed or owns innovative technologies.

   Investor

   • You are willing to invest in local tech startups and can furnish supporting documents detailing the following:
   • A strong track record of investing in highly-scalable businesses.
   • Periodic plans (with details such as the quantum, period and pipeline) to invest in other local tech startups.
   • At least eight years’ experience in a senior role in a large corporation that can help to scale up local innovative or tech startups.

Documents required for EntrePass

You need the following documents to apply:

• Personal particulars page of your international passport.
• If available, past employment testimonials elaborating on professional experiences, awards or recognitions (in English).
• Your company’s latest business profile from Bizfile. (for businesses registered with ACRA)
• A business plan in English, with maximum ten pages, consisting of:
  • * Product and services offered to potential customers
  • * Detailed market analysis
  • * Operation plan of the company
  • * Detailed profile of the company’s management team
  • * Supporting documents such as licensing agreements, patents or product certificates
• Other documents which may support your EntrePass application. Do note you may need to include additional documents when you submit your application as an entrepreneur, innovator or investor.

3) Incorporate a Singapore Company and Appoint a Nominee Director

The procedure here is similar to incorporating a Singapore company with an Employment Pass (EP), except with the requirement of a nominee director and without the need to relocate.

One of the requirements of setting up a business in Singapore is that one of the company directors, authorised representatives, general partners, or managers, must be a local resident.

Thus if you are a foreign entrepreneur looking to set up a business entity in Singapore but wish to continue to reside outside Singapore, you must appoint a local resident director (authorised representative) to manage the company or business . This authorised representative can be a Singapore Citizen, Singapore Permanent Resident or an EntrePass holder.

Here, our nominee resident director services may be useful. According to the Companies Act in Singapore, foreigners residing overseas can also own shares of a Singapore-registered company and may be appointed as a foreign director of the company.

Conditions of Nominee Director of a Singapore company

• We can assist you with a nominee local resident company director on a long-term basis, or on a temporary basis until you find a suitable local director to represent your company. We will transfer the directorship once you have appointed a new local director.
• This service is typically provided since in the eyes of Singapore company laws, there is no difference between an operational company director and a nominee company director
• We as nominee director are contractually prohibited from interfering with your business decisions.
• We as nominee director will not participate in management, business operations and have no say during internal meetings.
• You as operational foreign directors will run the company while we as the nominee resident director are only there to comply with the statutory company incorporation requirements in Singapore.

Which Singapore company incorporation option to choose?

If you are willing to move to Singapore and establish your residence here, Singapore company incorporation with employment pass must be your preferred option. If you are yet willing to relocate to Singapore but still want to benefit from the massive advantages it gives in terms of running your business from here, then you can select our Singapore nominee resident director with company incorporation option.

Either option, our team of specialists can seamlessly register your Singapore company within 1 day.

FAQs

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