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Singapore Company Incorporation FAQs

Frequently Asked Questions about Singapore Company Formation

TOP FAQs

  • Can a shareholder also be a director?

    Yes, there are no restrictions prohibiting an individual assuming both roles.

  • What is the difference between a director and a shareholder?

    Shareholders
    own the company and are entitled to the profits of the company.

    Directors

    Manage and oversee the company’s operations, and deal with everyday responsibilities.

  • What documents are required to incorporate the subsidiary company?

    Typically the following documentation will be required:

    • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
    • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
    • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

    * Any documents that are not in English must be officially translated into English.

  • What are the Different Kinds of Companies?
    • Private/public company limited by shares
    • Public Company Limited by Guarantee
  • What is a private company?

    A private company is a company that can have a maximum number of 50 shareholders. Its constitution restricts the right of its members to transfer their shares in the company.

     

    A private company limited by shares can be classified as an small company.

    The key characteristics of an small company are:

    • No more than 20 shareholders.
    • All shareholders are individuals.
    • Small companes with an annual revenue of less than S$10 Million are exempt from audit requirements and are not required to file financial statements with the ACRA.
    • It is exempt from prohibitions against loans to its directors or to companies related to its directors.

Subsidiary Company

What is the timeline for the incorporation of a subsidiary company?


Once all the requisite documentation is received in order, it normally takes 2 working days to incorporate the subsidiary company.

What is the difference between a Singapore Subsidiary Company and a Branch Office?


A subsidiary company is usually preferred for the following reasons:

  • A branch is an extension of its head office and is not a separate entity.
  • A branch is required to appoint at least 2 agents who are residents of in Singapore.
  • A branch is treated as a non-resident entity and is therefore not eligible for tax exemptions or incentives that a subsidiary company (which is considered a resident entity) may be entitled to.
  • A branch is required to file its head office accounts as well as its audited accounts.

What is the difference between a Singapore Company and a Singapore Subsidiary Company?


The key difference lies in the shareholding of the company. A Singapore subsidiary company is a private limited company with corporate shareholders. A subsidiary company is required to file audited accounts and may enjoy some tax incentives.

Does a Singapore subsidiary require a registered address in Singapore?


Yes, all Singapore companies and subsidiaries need to have a registered address in Singapore.

How many directors does a subsidiary company require?


The company must have at least one director who is a Singapore resident.

What documents are required to incorporate the subsidiary company?


Typically the following documentation will be required:

  • Details of the proposed subsidiary name, share capital, shareholder(s), director(s) etc.
  • Copy of Singapore ID (where applicable) and passport of each director and individual shareholder
  • Certificate of incorporation of the parent company and company profile reflecting registered address and directors of the parent company.

* Any documents that are not in English must be officially translated into English.

Does the Singapore subsidiary need to appoint any other officers?


Yes, the subsidiary will need to appoint a company secretary.

Can a subsidiary company also have individual shareholders in addition to the corporate shareholder?


Yes, it is possible to have both corporate and individual shareholders.


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