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Singapore Subsidiary
Frequently Asked Questions
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Subsidiary
Company Registration in Singapore
Q. What is the difference between a Singapore Subsidiary
Company and a Singapore Company?
A. The key difference is just in the shareholding. A subsidiary
company is a private limited company with corporate shareholders.
Below are other important facts that apply to a Singapore
subsidiary:
- A Singapore subsidiary has to file audited accounts.
- Some of tax exemption incentives available to a Singapore
company are not available to a Singapore subsidiary.
Q. Should we register a Subsidiary Company or a Branch
Office of our foreign company?
A. Most of the foreign companies prefer to register a
subsidiary rather than a branch office in Singapore. Some of the
reasons include:
- A Branch is not a separate entity but only an extension of
its Head Office. Any action against a Branch is tantamount to an
action against the Head Office.
- A Singapore Branch is required to have at least 2 persons
ordinarily resident in Singapore to act as agents.
- A Singapore Branch must annually file its Head Office
accounts as well as its own audited accounts relating to its
operations in Singapore.
For more information on Singapore Subsidiary vs Singapore Branh
Office, refer to
Foreign
Company Registration Options page.
Singapore Subsidiary - Directors
Q. How many directors
are required?
A. With recent changes to
Singapore Companies Act, a Singapore subsidiary can be incorporated
with a single director.
Q. Does Singapore company laws allow
foreign directors?
A. Yes, foreign directors are
allowed as per Singapore company
incorporation laws.
Q. Can all directors be foreign directors?
A. No. At least one of the directors has to be a local
resident person. A
local resident person is defined as a Singapore citizen, permanent
resident, employment pass holder, or dependent pass holder.
Q. We are a foreign
company and want to register a Singapore subsidiary. However, we
don't have a local person in Singapore who can act as the local
director. What is your
advise on handling the local director requirement?
A. It depends on your
plans as follows:
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If
you plan to relocate and apply for employment pass for one of
your senior executives, he/she can act as the local director
after his/her employment pass is approved.
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Alternatively, you can use our nominee director service to
satisfy the requirement of a local director. For more details on
our nominee director service, please refer to
Local
Nominee Director FAQs.
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If you know a local person or if you have a local employee who
is willing to act as the local director, you can designate him
as the local director.
Q. If myself or one of our overseas staff member
is applying for an employment pass, can we act as the local resident
director?
A. Yes, after the employment pass
has been approved, you can act as the local director for your
Singapore subsidiary.
Singapore Subsidiary - Shareholders
Q. Can the parent company be 100% shareholder of the
Singapore subsidiary?
A. Yes. Singapore Companies Act
allows 100% foreign shareholding of a Singapore company.
Q. Can a
Singapore subsidiary have individual shareholders in addition to
corporate shareholders?
A. Yes, no problem.
Q. What is the minimum amount of authorized capital?
A. The concept of authorized
capital has been abolished and no longer applies for companies incorporated in
Singapore.
Q. What is the minimum amount of paid-up capital?
A. The minimum amount of paid-up
capital for Singapore subsidiary is $1.
Q. Can we increase paid-up capital later?
A. Yes, you can increase the
paid-up capital anytime later. We will prepare the necessary
paperwork and lodge it with authorities.
Singapore Subsidiary - Company Secretary
Q. Does a Singapore
subsidiary need to appoint any other officers besides director?
A. The only other officer required
to be appointed besides company directors is a company secretary. Each
Singapore subsidiary is required to have a professionally qualified
company secretary. The company secretary must be a local person in
Singapore. For more details on company secretarial service, refer to
Company Secretary FAQ.
Singapore Subsidiary - Registered Address
Q. Does a Singapore subsidiary company need to have a registered
address in Singapore?
A. All Singapore companies are legally required to have a registered Singapore address.
For more details about our registered address service, refer to
Virtual Office FAQ.
Singapore Subsidiary - Bank Account
For frequently asked questions on
opening a bank account, please refer to
Bank Account FAQ
page.
Singapore Subsidiary - Taxation
Q. What is the corporate tax rate for Singapore
Subsidiaries?
A. For details on corporate
taxation in Singapore, refer to
Singapore Corporate
Taxes page.
Singapore Subsidiary - Procedure, Requirements, Timeline
Q. What is the procedure and timeline to incorporate a Singapore
subsidiary?
A. After we have received the
payment for our services from you, the procedure and timeline is as follows:
| # |
Procedure |
Responsibility |
Average Timeline |
| 1 |
Complete
Incorporation Details form |
Client |
10 minutes |
| 2 |
Send us Certificate of Incorporation of
parent company and passport copies of proposed directors
for the subsidiary |
Client |
Depends on you |
|
Upon completion of 1-2: |
| 3 |
Reserve company name |
AsiaBiz |
1-2 Hour |
| 4 |
Prepare necessary incorporation
documents |
AsiaBiz |
0.5 day |
| 5 |
Sign and return incorporation
documents |
Client |
Depends on you |
|
Upon completion of 3-5: |
| 6 |
Incorporate the subsidiary with
Accounting & Corporate Regulatory Authority of Singapore |
AsiaBiz |
0.5 day |
| 7 |
Prepare company documents for bank
account opening and handover to the client |
AsiaBiz |
0.5 day |
|
Post-Incorporation Matters: |
| 8 |
Prepare share certificates, order common
seal, rubber stamp, and any other post-incorporation
formalities |
AsiaBiz |
5-7 days |
Q. Can there be any delays in the timeline as mentioned
above?
A. Although not the norm but
exceptions do exist. On rare occasions, the authorities may take
more time to approve the company name or company incorporation and
ask for additional information. These delays can be of two types:
- Delay in the name approval by ACRA. Sometimes ACRA can refer
the approval of the name to other government agencies and as
such the name approval process can get delayed from normal 2
hours to 2 weeks.
- Delay in the company incorporation by ACRA. Sometimes ACRA
can delay the company incorporation based on the particulars of
the foreign directors. Under such cases, the incorporation
process can get delayed from normal 2 hours to 2 weeks.
Q. Do we need to visit Singapore to register the
subsidiary?
A. No, it's not required. We can
send you the incorporation documents overseas for signing. You can
sign and courier the documents back to us. Upon receipt of the
signed documents, we will be able to proceed with the subsidiary
incorporation.
However, you may be required by the bank
to visit Singapore for the account opening process. For more
information on bank account, please refer to
Bank Account FAQ
page.
Q. How do I engage your services for setting up a
subsidiary company in Singapore?
A. Very simple:
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Review and order appropriate package by visiting our
Ready-Made Subsidiary Packages page.
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Upon receipt of your order as above, we
will work with you to clarify and finalize your requirements and
email you a formal quote for our services along with payment
instructions.
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Upon receipt of the payment, we will be able to commence our service
immediately.
Q. What documents do you need from me for incorporating a Singapore
subsidiary?
A.
We will need the following documents:
- Completed
Singapore Subsidiary Incorporation Details Form
- A passport copy of each of the directors for the proposed subsidiary
- Certificate of Incorporation of the parent company plus company profile
document that shows the registered address and directors of the parent
company
* Please note that you will need to provide officially translated
English versions of any documents that are not in English.
Q. Where can I find more information about Singapore subsidiary
incorporation?
A.
For more details, please visit
Singapore Subsidiary
Incorporation page.
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