Beginning operations in Singapore
Your business description
What are the options for a foreign company looking to expand their business to Singapore?
According to ACRA (How-to Guides),
Foreign companies can set up operations in Singapore in four different ways:
- Transfer of Registration [Re-domicile in Singapore]
- Setting up a Representative Office
- Incorporating a Subsidiary / Local Company
- Registering a branch of a Foreign Company
⋮A foreign corporate entity may choose to transfer its registration to Singapore (re-domiciliation). In doing so, the foreign entity will become a Singapore company and is required to comply with the Companies Act. Find out more about applying for re-domiciliation.
⋮Foreign companies interested in exploring potential business opportunities in Singapore may set up a Representative Office (RO) before committing to a business venture. It allows a foreign entity to assess the business environment in Singapore before deciding to set up a permanent establishment.
If a foreign company does not want to redomicile in Singapore, what are their options and what do they entail?
They can set up a representative office, branch office or subsidiary company.
The table below presents a quick snapshot of the main differences between the three business entities:
REPRESENTATIVE OFFICE | BRANCH OFFICE | SUBSIDIARY COMPANY | |
Ownership | Intended as a temporary set-up by the foreign company. 100% owned by the foreign company | Treated as an extension of the foreign company. 100% owned by the foreign company | 100% can be wholly owned by a foreign company |
Business Operations | Not allowed to engage in any commercial revenue-generating activities | Can conduct business activities that fall within the scope of its parent company | Can conduct business activities |
Revenue | N.A. | Can repatriate 100% of its earnings | Can repatriate 100% of its earnings |
Employees | Limited to five employees | No restrictions | No restrictions |
Statutory Requirements |
Appointment of Chief Representative from main head office to relocate to Singapore Documentary proof that the foreign company has been established for more than three years |
Registered office address in Singapore Appoint one agent who is an ordinarily resident in Singapore
|
Registered office address in Singapore Appoint at least one director who is ordinarily resident in Singapore Appoint a company secretary |
Annual Compliance Requirements |
Annual renewal of registration Mandatory to upgrade to a Branch Office or Subsidiary Company after three years. |
Submission of audited accounts of the head office Submission of audited accounts |
Filing of tax returns Submission of audited accounts Filing of Annual Returns |
Different types of fees for foreign company setting up in Singapore
To redomicile in Singapore:
According to ACRA (Application for Transfer of Registration - Foreign Corporate Entities)
A fee of $1000 (non-refundable) for application for Transfer of Registration. A fee of $200 (non-refundable) for each application for Extension of Time under section 359(7), Part XA of the Companies Act. The payment details and instructions are indicated in the PDF application forms.
To set up a representative office (RO):
According to Enterprise Singapore (FAQs)
All new and renewal applications are to be submitted online to Enterprise Singapore's website at https://roms.enterprisesg.gov.sg. For online renewal application, all basic information submitted in your last application will be populated for any updating. The processing fee is S$200 (nett) per year for each application and payment can be made online via either Visa or Master card, Corporate Paynow or Electronic Bank Transfer.
Please note that the processing fee is non-refundable even if the application is unsuccessful or withdrawn.
To set up a branch office, and also to incorporate a local subsidiary:
According to ACRA (How-to Guides – Registering a Foreign Company),
Transaction Fee Name Application Fee $15 Registration Fee $300
According to ACRA (How-to Guides – Setting Up a Local Company),
[Also note that] Foreigners without a Singpass will need to engage a registered filing agent to submit the company name and incorporation applications on their behalf. [And this usually leads to additional costs.]
Difference between processing times for foreign company setting up in Singapore
Re-domicile in Singapore
"It may take up to 2 months from the date of submission of all required documentation, to process the transfer of registration application. This includes the time required for referral to another government agency for approval or review. For example, if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education. Please click here for more information on Referral Authorities."
Source: ACRA (How-to Guides – Application for Transfer of Registration)
Setting up a Representative Office (RO)
"A3.5 Processing will commence only upon the submission of a completed form, and supplemented with any additionally requested supporting documents and information. Our typical processing time is about five (5) working days."
Source: Enterprise Singapore (FAQs)
To set up a branch office, and also to incorporate a local subsidiary
"The application is usually processed within 15 minutes after the name application fee is paid.
It may take between 14 days to 2 months if the application needs to be referred to another agency for approval or review. For example, if the intention of the branch of a foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education. Please refer to Referral Authorities for more information.
You may commence business once the entity is registered with ACRA. However, depending on the business activity, you may need to apply for licence or approval from other government agencies. Visit the GoBusiness Licensing website for more information."
Source: ACRA (How-to Guides – Registering a Foreign Company)
KYC processes I need to go through as a foreign company setting up a subsidiary in Singapore
Know Your Customer (KYC) Conducted by the Bank for opening a bank account
KYC information comprises the facts about customers, the bank needs to collate such information to assess on whether they wants to accept this client for account opening.
These facts enable the bank to assess company’s risks on include money laundering and terrorist financing.
Common questions on “Know their customers’ KYC list are as followings:
- Source of the funds that will be inject to the subsidiary;
- What type of business industry it is operating in;
- Who and where the type of clients the subsidiary will be engaging with;
- What the estimated sales and expenses locally and overseas per month;
- Where and who is the decision maker of the subsidiary, will be a local or overseas locations?
- Do the subsidiary have local staffs and working premises.
- Know Your Customer (KYC) Conducted by ACRA Corporate Service provider (CSP)
Know Your Customer (KYC) Conducted by ACRA Corporate Service provider (CSP)
Since 2016, ACRA has implemented the rule that all Corporate Service Providers need to conduct KYC on new clients as part of the Anti Money laundering Act. Therefore, every director and shareholder of the subsidiary and Holding company will be subjected to the KYC process. Below infographics provide some information: