Incorporation Services

Setting up company in Singapore may seem easy but finding the right partner to assist you in the process is important to get your business off on the right footing. Choose from one of the relevant categories or packages below.

Contact us today for a complimentary 30-minute online consultation to see which service serves your needs best.

Local Entrepreneurs

There are many business structures for setting up a business in Singapore. Regardless of whether you are thinking big and setting up a company in Singapore or just starting out testing a new business idea by forming a partnership with someone, we have the solution for you. Consult the table below and contact us for a complimentary 30-minute consultation on which business structure will be best suited to you for setting up a business in Singapore. We also work closely with our clients to assist them in accordance with the local compliance requirements to ensure that they meet corporate obligations for running a business in Singapore.

Type of business structureSole Proprietor Partnership Limited Partnership (LP)Limited Liability Partnership (LLP)CompaniesVariable Capital Company (VCC)
DescriptionA business owned by one personAn association of two or more persons carrying on business in common with a view to profitA partnership consisting of two or more persons, with at least one general partner and one limited partnerA partnership where the individual partner’s own liability is generally limitedA business form which is a legal entity separate and distinct from its shareholders and directorsAll VCCs must be managed by a Permissible Fund Manager
Key Difference/FeatureNot a separate legal entityNot a separate legal entity

Between 2 and 20 partners.
A partnership of more than 20 partners must incorporate as a company under the Companies Act, Chapter 50 (except for professional partnerships)

Not a separate legal entity

At least 2 partners; one general partner and one limited partner. No maximum limit

Limited partners have limited liability if they don’t take part in the management of the LP. General partners are liable for all debts and obligations of the LP

A separate legal entity from its partners. Most common form of partnership in Singapore

At least 2 partners, no maximum limit

A separate legal entity from its members and directors

Exempt Private Company – 20 members (shareholders) or less and no corporate shareholder

Private Company – 50 members or less (can have corporate shareholder)

Public Company – can have more than 50 members

All VCCs must be managed by a Permissible Fund Manager under the Securities and Futures Act
TaxesProfits taxed at owner’ personal income tax ratesProfits taxed at partners’ personal income tax ratesProfits taxed at partners’ personal income tax rates (if
individual)/ corporate tax rate (if corporation)
Profits taxed at partners’ personal income tax rates (if
individual)/ corporate tax rate (if corporation)
Profits taxed at corporate tax ratesProfit taxed at corporate tax rates. (Regardless of the number of sub-funds an umbrella VCC has, the umbrella VCC, being a single entity, needs only to submit one set of income tax forms in respect of the entire structure.)
ProsSimple and low cost to run and operateSimple and low cost to run and operateLimited partners can be replaced or leave without dissolving the limited partnership

Requires less paperwork than forming a company

A great way to offer investors the opportunity to benefit from the profits and losses of a business without getting them actually involved in the business

Lower registration cost and easy to set up

Lesser compliance obligations – (e.g. general meetings, directors, company secretary, etc., are not required)

Succession of LLPs are perpetual, until they are struck off or wound up

Members and Officers are protected from the debts of the Company

Ease to raise capital by brining in investors/shareholders

Can enjoy preferential tax incentives for companies where applicable

Business may be passed down to member’s family members upon their death

Flexibility in the capital structure of the company according to its requirements

Ability to have sub-funds under the main VCC

ConsUnlimited liability for the sole proprietor. Personal assets of sole proprietor are not protected

Business cannot be passed down to proprietor’s future generation upon death

Unlimited liability for the partners. Personal assets of partners are not protectedGeneral partners bear most of the risk of the debts of the LP

Limited Partners do not have much say in decision-making

Profits are taxed are based on the owner’s income level

Not eligible for Government funded micro loans

Generally more costly to operate than partnerships

Regulatory compliance requirements such as filing of Annual Returns, audits and tax filing are more onerous

Only available to a limited category of companies under the VCC Act

Additional requirements and criteria to fulfil under the Securities and Futures Act

ExamplesA hawker stall ownerA hawker stall where 2 siblings own the businessA group of investors who pool their money to invest in a propertyA law firm with many partnersA trading company buying and selling goodsA mutual fund setting up a VCC in Singapore

FAQ

1. How to choose a company name?

After choosing a suitable name for your business, conduct a search on ACRA BizFile+ to check for its availability.
Avoid selecting names which are:
• identical to an existing business.
• undesirable i.e. names which are vulgar, obscene or offensive.
• prohibited by order of the Minister for Finance or other government agencies

2. Do I need to specify my company business activities?

You are required to specify the primary and secondary activities of your business by choosing the most relevant Singapore Standard Industrial Classification (SSIC) code corresponding to your business activity.

3. What is an exempt private company (EPC)?

An Exempt Private Company (EPC) is a private company which has not more than 20 shareholders. No corporation can hold (directly or indirectly) any beneficial interest in the EPC’s shares. An EPC can also be a company the Minister has gazetted as one.

4. When must a company hold its Annual General Meeting and file its Annual Return?

A director of a company incorporated under the Companies Act, Cap 50 has to comply with a number of statutory obligations under the Act. The following are two of the statutory obligations which ACRA usually takes enforcement action for breaches:

  • Holding of Annual Genearl Meeting (AGM)
    Section 175 of the Act requires all companies to hold an AGM. Listed companies are required to hold the AGM within 4 months after their Financial Year End (FYE), while any other company is to hold their AGM within 6 months after their FYE. Private companies may not need to hold an AGM if they meet the criteria specified in section 175A of the Act.
  • Filing of Annual Returns (AR)
    Section 197 of the Act requires a listed company to file Annual Returns (AR) within 5 months after FYE, and for all other companies, within 7 months after FYE. For companies having a share capital and keeping a branch register outside Singapore, Annual Returns must be filed within 6 months after FYE in the case of a listed company or within 8 months after FYE in the case of a company that is not listed.

5. When I must decide my company Financial Year End (FYE)?

You must decide on the first FYE of your new company as it will determine when your corporate filings and taxes are due. Common choices by companies include 31 March, 30 June, 30 September or 31 December. You must also decide whether your accounting period covers 12 months or over 52 weeks.
Companies must notify ACRA of any subsequent change in FYE. A company cannot change its FYE without the Registrar’s approval:
– if the change in FYE will result in a financial year longer than 18 months; or
– if the FYE was changed within the last 5 years

6. How much capital is required to establish a company in Singapore?

The minimum paid-up capital requirement for setting up a company in Singapore is S$1.00.

7. What is the minimum age requirement for directors of a Singapore company?

Directors of a Singapore company must be at least 18 years of age.

8. Can I convert my business to a company?

Yes you can but you would have to retain the exact business name for use in the company name. You would also have to undertake to terminate the business firm upon incorporation of the company by indicating the business name and business registration number in the company application form.

9. Will the identity of directors and shareholders be made public?

Yes, basic information about the shareholders and directors of a company is available to the public. The Registrar of Companies lists this information in the business profile of the company which can be purchased by any person for a nominal fee.