Company Formation in Singapore

Investors planning to expand into Asian markets often choose to incorporate a company in Singapore, largely due to the country’s well-established position as a business and financial hub in the Asia-Pacific region. Although Singapore is not a traditional offshore jurisdiction, it combines a favourable tax regime with high standards of transparency and corporate governance.

Cost of company formation

Service Description	Cost
Company registration	✓
Legal address for 1 year	✓
Secretary services for 1 year	✓
Corporate seal	✓
Sending documents from Singapore	✓
Total cost of registration	from $2100
Services of a local director for 1 year	upon request
Repayable deposit for company maintenance (a local director) provided that the risk level is standard	upon request
Annual maintenance	from  $1900

Additional services*

Service Description	Cost
Services of a local shareholder for 1 year	upon request
Services of an authorized signatory of a bank account for 1 year	upon request
Non-resident director and/or shareholder (including issuance and forwarding of a power of attorney)	$700
Legalization of documents	upon request

* Provided that the risk level is standard.

The cost of accounting services and audit depends on the number of transactions and company’s turnover, and can be defined following the results of the first year of activity.

General Information about Singapore

Singapore is a city-state in Southeast Asia that gained independence in 1965.

The key characteristics of the jurisdiction are as follows:

Parameter	Information
Capital	Singapore (city)
Official languages	English, Chinese, Malayan and Tamil
National currency	Singapore dollar (SGD)

As Singapore was as a British colony for an extended period, its legal system is based on English common law. However, owing to its distinct development, Singapore’s domestic legislation has particular features of its own and incorporates certain elements of other legal systems, including civil law.

Singapore is a member of numerous international organisations, including the WTO, APEC, ASEAN, FATF, among others.

Advantages of Singapore for Company Formation

Singapore’s popularity as a jurisdiction for company incorporation and business operations is driven by the following features of the country:

• Singapore’s strategic location as one of the largest port and logistics hubs;
• stability of its legal and political systems;
• favourable conditions for establishing and administering corporate structures;
• government initiatives, including in the area of taxation, aimed at supporting entrepreneurship;
• territorial principle of taxation;
• highly developed financial infrastructure and professional services sector;
• its status as the largest and most respectable hub in the Asia-Pacific region;
• absence of exchange controls or restrictions on cross-border capital movement; and
• reputation distinct from that of a classic offshore jurisdiction.

Types of Companies in Singapore

The main sources of the corporate law of Singapore include:

• Companies Act 1967 as amended;
• Partnership Act 1890 as amended;
• Limited Partnerships Act 2008 as amended; and
• Limited Liability Partnerships Act 2005) as amended.

The following types of legal entities may be registered in Singapore:

• private limited liability company;
• public limited liability company;
• partnership;
• limited partnership;
• limited liability partnership;
• branch or representative office of a foreign company;
• sole proprietorship;
• trust.

A private limited liability company is the most popular corporate vehicle in Singapore, including for foreign investors. The key characteristics of this legal form are discussed below.

Key Features of Private Limited Liability Companies

Characteristic	Description
Name requirements	The following names will not be registered: names that are identical to those of existing Singapore companies or partnerships; or names deemed ‘undesirable’ by the Registrar of Companies. Private company names must include the ending ‘Private Limited’ or the abbreviation ‘Pte. Ltd.’
Directors	A company must have at least one director. All directors must be individuals, and at least one of them must be resident in Singapore. The same person may be the only director and shareholder of a company.  Nominee directors are allowed subject to certain conditions (see below for details).
Shareholders/Members	A private company must have no fewer than one and no more than fifty members, with no restrictions as regards nationality or residency. Members may be either individuals or legal entities.
Meetings	Annual general meetings of shareholders of private companies must be held no later than 6 months upon the end of the financial year. Private companies may, however, waive the requirement to hold general meetings by unanimous resolution of their members. The legislation does not set out any requirements for the holding of board meetings.
Shares	A company may issue only registered shares, which may not be freely transferred to third parties unless otherwise approved by the meeting of shareholders. A company must issue at least one share. Shares have no par value.
Share capital	The minimum paid-up share capital is 1 SGD. Capital may be formed either in local or in foreign currency.
Secretary	A company must have at least one secretary. The company secretary must be an individual who is a resident of Singapore and who meets the prescribed statutory requirements.
Registered office	A company must have a registered office in Singapore.
Accounting records	Companies may keep their accounting records anywhere, including outside Singapore (see below for details).
Financial reporting and audit	Singapore companies must file financial statements, which in certain cases must be accompanied by an audit (see below for details).

Peculiarities of Company Registration in Singapore

A company in Singapore can be incorporated remotely through the digital platforms of the registering authority (Accounting and Corporate Regulatory Authority, ACRA).

The registration process includes:

• selecting and reserving a company name;
• identifying and appointing the company’s key officers;
• preparing the constitutional documents;
• filing the documents with the state authority together with payment of the registration fee;
• obtaining the company’s registration documents.

The only constitutional document of Singapore companies is their constitution. Private companies may adopt, in whole or in part, the model constitution approved under the Companies (Model Constitutions) Regulations 2015.

A company may have a corporate seal; however, it is not required to do so.

Following registration, a company can proceed to the next steps, in particular:

• opening a bank account;
• registering with the tax authority;
• obtaining licences, where required for the conduct of business activities.

Taxation of Singapore Companies

Tax Residency and the Territorial Principle of Taxation

A company’s tax residency is determined by the place of its control and management. As a general rule, the place where key strategic decisions are actually made is taken into account when determining the company’s place of control and management. Holding board meetings in Singapore is usually regarded as the main factor indicating that the company is managed and controlled from Singapore.

Singapore applies a territorial principle of taxation. This means that corporate income tax applies to:

• income accrued in or derived from a source in Singapore, as well as
• income from foreign sources that is received in Singapore.

As a general rule, foreign-sourced income that is not received in Singapore is not subject to tax.

Foreign-sourced income is treated as received in Singapore if it is:

• remitted to a bank account in Singapore, or otherwise transmitted or brought into Singapore;
• applied to settle a debt incurred in connection with trade or other business activities carried out in Singapore; or
• used to purchase movable property (for example, equipment or raw materials) that is subsequently brought into Singapore.

That said, a regime of exceptions and exemptions applies to foreign-sourced income received in Singapore in order to prevent double taxation of income.

Corporate Income Tax in Singapore

The standard corporate income tax rate is 17%. The expenses incurred by a company may be deducted when calculating its taxable income provided that they are related to the activities aimed at deriving income.

The following are exempt from tax:

• 75% of the first SGD 10,000 of a company’s taxable income; and
• 50% of the next SGD 190,000 of taxable income.

In addition, newly established Exempt Private Companies can benefit from additional incentives:

• an exemption from tax on 75% of the first SGD 100,000 of a company’s taxable income; and
• an exemption from tax on 50% of the next SGD 100,000 of taxable income.

These exemptions may apply for the first three years of assessment, subject to the following conditions:

• the company must be incorporated in Singapore and be a Singapore tax resident;
• the company must have no more than 20 shareholders, with either all shareholders being individuals or at least one shareholder holding no less than 10% of the company’s issued shares being an individual;
• the company must not be an investment holding company, and must not be engaged in property development for sale and/or investment.

Corporate Income Tax Returns

If a company has corporate income tax liability in Singapore, it goes through two filing stages:

Filing Stage	Deadline
Estimated Chargeable Income (ECI) Filing	Within 3 months of the end of the financial year. Companies are not required to file an ECI if they meet the following criteria: annual revenue does not exceed SGD 5 million; and chargeable income is nil.
Final Tax Return	By 30 November of the year following the assessment year.

After reviewing the returns, the tax authority notifies the company of the tax assessed, which must be paid within 1 month of the date of the notice.

Late filing of a tax return may result in a penalty of up to SGD 5,000. A late payment of corporate income tax is subject to a penalty of 5% of the unpaid amount, followed by an additional 1% for each subsequent month of delay, up to a maximum of 12%.

Withholding Tax

Dividends received from foreign companies and remitted to Singapore are exempt from tax in Singapore if the following conditions are met:

• dividends must have been subject to tax in the relevant foreign jurisdiction;
• the headline tax rate in that jurisdiction must be at least 15%;
• the exemption must be considered beneficial to the Singapore resident company; otherwise, the company may make use of the foreign tax credit mechanism.

There is no withholding tax on dividends paid by Singapore resident companies to their shareholders (regardless of whether they are Singapore residents or not).

Interest and royalties paid to a non-resident are subject to withholding tax at the following rates:

• interest – 15%
• royalties – 10%.

Different rates may apply under an applicable double tax treaty (see below for detail).

Goods and Services Tax

Goods and Services Tax (GST) – the equivalent of value added tax (VAT) in other jurisdictions – is levied on sales of goods and services in Singapore, as well as on import operations.

The applicable GST rates are as follows:

Rate	Taxable Transactions
9%	standard rate; applies to most supplies of goods and services
0%	export of goods and international services
Exempt from GST	most financial services, along with certain other services

A person must register as a GST taxpayer if its turnover from taxable transactions exceeds (or is expected to exceed) SGD 1,000,000 over a 12-month period.

Voluntary registration is also available for lower turnover levels. However, a voluntarily registered taxpayer must remain registered for tax purposes for at least two years.

GST returns are generally filed quarterly, no later than one month after the end of the reporting period. In certain cases, monthly filing may apply.

Other Taxes in Singapore

Other taxes and mandatory charges imposed in Singapore include:

Tax	Brief Description
Property Tax	Levied annually on all real estate in Singapore. For property used for commercial and industrial purposes, the rate is 10%.
Stamp Duty	Payable on the execution of documents relating to immovable property and shares or interests in companies. Rates vary depending on the party to the transaction and the nature of the transaction.
Social Security Contributions	Payable in respect of employees who are Singapore citizens or permanent residents. The rate is 17% for the employer and 20% for the employee, calculated on monthly basic salary (up to SGD 8,000).

Meanwhile, Singapore does not levy:

• capital gains tax (as a general rule);
• wealth tax;
• inheritance tax.

As of 1 January 2024, an exception has been introduced to the general rule on the absence of capital gains tax in Singapore: gains from the sale or disposal of foreign assets (other than intellectual property rights) that are received (or deemed to be received) in Singapore are subject to tax. To qualify for exemption, a company must have adequate economic substance in Singapore.

This rule applies to companies that are members of a group which includes at least one entity,

• incorporated outside Singapore, or
• having a place of business outside Singapore.

International Tax Treaties Concluded by Singapore

Companies that are Singapore tax residents may take advantage of Singapore’s international tax agreements. The country has more than 100 agreements, including:

• comprehensive double tax agreements (DTA);
• limited DTAs (covering specific categories of income or transactions); and
• exchange of information arrangements.

A DTA in force allows a taxpayer to apply the tax benefits provided for under the treaty, including exemption from tax or reduced withholding tax rates. However, a number of conditions must be met to obtain such benefits, one of which is the tax residency of the income recipient.

To confirm its status as a Singapore tax resident, a company must obtain a tax residency certificate and provide it to the payer of income. Accordingly, the company must:

• meet the tax residency criteria set out above; and
• be the beneficial owner of the income, i.e. not display the characteristics of a nominee company.

When deciding whether to issue a tax residency certificate to a Singapore company, the tax authorities take into account all relevant factors, rather than merely formal documentation.

International Cooperation of Singapore on the Information Exchange

Singapore is a party to the Multilateral Competent Authority Agreement (CRS MCAA) on the automatic exchange of financial account information under the CRS standard.

In addition, Singapore has committed to implementing amendments to the CRS aimed at strengthening the effectiveness of tax transparency and reporting requirements. Exchange of information under the updated CRS standard is set to begin in 2028.

Singapore has joined the Crypto-Asset Reporting Framework (CARF), committing to incorporate CARF into its domestic legislation. Information exchange on crypto-assets with partner countries is expected to begin in September 2028, covering data for the 2027 calendar year.

A separate area of international cooperation is Singapore’s commitment to the automatic exchange of country-by-country reports (CbC reporting).

Under this framework, multinational groups with a parent company in Singapore are required to submit information to the Singapore tax authority on the allocation of profits and taxes paid in the jurisdictions where the group operates. The requirement applies only to groups with consolidated revenue of SGD 1,125 million or more, which means it affects large businesses only.

Finally, in 2014 Singapore signed an intergovernmental agreement with the United States, enabling the application within Singapore of the US Foreign Account Tax Compliance Act (FATCA). Under this agreement, Singapore’s financial institutions collect and transmit data on the accounts of US taxpayers.

Singapore is not included on the major international lists of jurisdictions considered uncooperative for tax purposes. That said, individual countries may maintain their own lists of jurisdictions for tax or other regulatory purposes, which is worth bearing in mind when planning an international structure.

Reporting Requirements for Singapore Companies

Financial Year and Retention of Accounting Records

A company’s first financial year begins on the date of its incorporation. The company may determine the end date of its financial year itself, although the first financial year may not exceed 18 months without a separate approval from the Registrar. Each subsequent financial year lasts for 12 months.

All companies in Singapore must maintain accounting records and keep the relevant documents for at least 5 years after the end of the financial year in which the relevant transaction took place.

Such records must be kept at the company’s registered office in Singapore or at another location determined by the directors. Where accounting records are kept outside Singapore, the company is required to:

• send to Singapore, and keep there, reports and information on the transactions reflected in such records, in sufficient detail to enable the preparation of true and accurate financial statements;
• ensure that such records are accessible at all times for inspection by the company’s directors.

For failure to comply with the requirements for maintaining and retaining accounting records, the company and each officer responsible for the breach may be subject to:

• a fine of up to SGD 10,000; or
• imprisonment for up to 12 months.

Annual Return

Singapore companies must file an annual return with ACRA. This document is not a financial statement. It records information about the company that is current as of the filing date, in particular:

• the company’s registered office;
• details of the company’s directors and secretary;
• details of shareholders and the share capital structure;
• the date of the annual general meeting; and
• other information.

The obligation to file an annual return applies to all companies registered in Singapore, regardless of the scale of their activities, including dormant companies. However, dormant companies file the return in a simplified form, confirming their status.

For most private companies, the deadline for filing the annual return is 7 months from the end of the financial year.

For failure to file an annual return, the company and each officer responsible for the breach may be subject to a fine of up to SGD 10,000.

Financial Statements of Companies

In addition to keeping accounting records, companies must prepare financial statements and file them with ACRA. Financial statements of Singapore companies must comply with the Singapore Financial Reporting Standards and give a true and fair view of the company’s financial position.

Dormant companies are exempt from the obligation to prepare financial statements if:

• the companies are not listed and are not subsidiaries of listed companies;
• the companies’ total assets do not exceed SGD 500,000 during the relevant financial year;
• as for parent companies, the group’s consolidated assets do not exceed SGD 500,000 during the relevant financial year.

Companies are considered dormant if they had no significant accounting transactions on their accounts during the financial year. Accounting transactions include any transactions that affect the company’s financial indicators and are reflected in its financial statements.

Financial statements are attached to the company’s annual return and filed together with it, within the same deadlines.

Directors bear separate liability for failure to comply with the requirements as regards the content and quality of financial statements. In particular, failure to ensure that financial statements are prepared and submitted in accordance with the established requirements is subject to a fine of up to SGD 250,000.

Audit of Singapore Companies

As a general rule, financial statements of Singapore companies must be audited. However, ‘small’ companies are exempted from the audit requirement. 

To be qualified as a small company for the said purpose in a relevant financial year, a private company must meet any two of the following criteria in each of the two financial years preceding the relevant financial year:

• company’s income does not exceed SGD 10,000,000 for each financial year;
• value of the company’s assets does not exceed SGD 10,000,000 as of the end of each financial year;
• company has less than 50 employees as of the end of each financial year.

For newly established companies, the above criteria must be met in the current financial year.

A parent or subsidiary company may benefit from the audit exemption only if both of the following conditions are met simultaneously:

• the company itself meets the ‘small’ company criteria; and
• the group as a whole meets the ‘small’ group criteria, i.e. on a consolidated basis the group satisfies any two of the three criteria listed above.

An auditor must be appointed by the company’s directors within three months of its incorporation. For failure to comply with this obligation, the company and each director responsible for the breach may be subject to a fine of up to SGD 5,000.

Confidentiality of Singapore Companies’ Corporate Structure

Information on Directors and Shareholders

Information on the directors, secretaries, and shareholders (members) of Singapore companies is submitted to ACRA and is publicly available to third parties.

Companies must maintain electronic registers of directors, secretaries, members, and chief executive officers (CEOs), if they have been appointed. These registers must be kept up to date in the ACRA system.

In fulfilment of this obligation, companies must submit information on any change of the persons listed above to the system within 14 days of the relevant change. The amount of the fine for missing this deadline depends on the date the change is actually notified:

Actual Filing	Fine
within 3 months after the deadline	SGD 50
more than 3 months after the deadline	SGD 200

Registers of Nominee Directors and Shareholders

In addition, Singapore companies are required to maintain registers of their nominee directors and nominee shareholders. The relevant persons must notify the company of their nominee status:

• on the date of incorporation; or
• within 30 days of acquiring nominee status.

The following persons are considered nominees:

Role	Definition
Nominee Director	An individual who performs the functions of a director on behalf of another person or organisation (the nominator).
Nominee shareholder	A shareholder is considered a nominee if it: regularly votes in accordance with the instructions of another person; and/or receives dividends for the benefit of another person.

The internal registers of nominee directors and shareholders are maintained at the company’s registered office. However, companies must transmit the relevant information to the central register maintained by ACRA.

Information as to whether a company’s current director or shareholder acts as a nominee is publicly available. The following data remain unavailable to the public:

• the date from which the person acquired nominee status;
• the name and other details of the nominator;
• information on former nominees.

Full details of nominators are available exclusively to ACRA and to authorised law enforcement and regulatory authorities, upon request.

Any changes in the composition of nominees must be reflected in the company’s internal register within 7 calendar days and submitted to ACRA within 2 business days of the internal register being updated.

Late submission of information to ACRA may expose the company to prosecution and a fine of up to SGD 25,000.

Register of Controlling Persons

A further obligation is to maintain a register of registrable controllers (beneficial owners) of Singapore companies. Such registers must contain the following information:

Beneficial Owner	Information
Individual	full name and aliases (if any); residential address; contact information; nationality; identity card number or passport number; date of birth; date of becoming a controller; date of cessation as a controller (if applicable).
Legal entity	name; registration number (if any); address of registered office; contact information; legal form; jurisdiction and applicable law; name of corporate registrar; date of becoming a controller; date of cessation as a controller (if applicable).

Information on the controllers of Singapore companies must be submitted to ACRA’s central register at the time the company is incorporated. Any changes in the composition of controllers must be reflected in the company’s internal register within 7 calendar days and submitted to ACRA within 2 business days of the internal register being updated.

Late submission of information to ACRA may expose the company to prosecution and a fine of up to SGD 25,000.

Access to information on controllers is limited to:

• company officers (directors, secretary) and corporate service providers;
• law enforcement authorities, where necessary to apply or enforce the law.

The information remains unavailable to the general public.

Uses of Singapore Companies and Structures

Registering a business in Singapore may be driven by a range of objectives, including, for example:

• entering new markets,
• expanding an international corporate structure, or
• seeking to operate in a jurisdiction with predictable and favourable business conditions.

The main uses of Singapore companies can be summarised as follows.

Alternative to Offshore Companies

Due to the territorial principle of taxation, Singapore companies do not pay taxes on income received from sources outside Singapore that is not remitted to the country.

Moreover, Singapore legislation does not restrict a company’s choice of banks or jurisdictions for opening corporate bank accounts, nor does it limit their overall number. An account can be opened either with a Singapore bank or with banks in other countries. A Singapore company holding an account outside Singapore is entitled to sell goods and provide services, including online.

As a result, a Singapore company becomes an attractive alternative to traditional offshore companies. At the same time, unlike traditional offshore jurisdictions, Singapore has historically been regarded as a respectable and prestigious jurisdiction with a reliable reputation.

Singapore Companies as Agent

A Singapore company can serve as an intermediary (agent) in arranging international deliveries, or in structuring imports or exports when operating in Asian markets.

Singapore’s strategic location at the intersection of major maritime trade routes, together with its status as one of the region’s largest port hubs, makes this structure well suited for working with logistics partners across Asia.

Trusts in Singapore

Singapore provides a robust legal framework for establishing and administering trusts.

In particular, foreign individuals may establish Qualifying Foreign Trusts (QFTs), which are exempt from tax on income arising outside Singapore, including distributions to beneficiaries, provided that the following conditions are met:

• neither the settlor nor the beneficiaries of the QFT are Singapore citizens or residents; and
• the trust is administered by a licensed Singapore trust company.

Although Singapore does not maintain a central register of trusts, and information about settlors and beneficiaries is not publicly available, trustees may be required to disclose such information to a government authority.

Holding Company in Singapore

Singapore’s extensive network of double taxation treaties makes the jurisdiction particularly suitable for establishing a holding company that holds shares and interests in companies in other jurisdictions.

Establishing a Real Presence in the Country

A Singapore company can be a suitable vehicle for carrying out genuine business activities in the country.

Having an office and employees in Singapore and making management decisions there enables the company to take advantage of the country’s well-developed business infrastructure and conduct trading, service, investment or other commercial activities there.

Assistance with Company Incorporation in Singapore

Singapore’s business environment is shaped not only by its favourable tax regime but also by regulatory requirements that companies must comply with throughout their existence.

Our specialists work with Singapore companies and assist clients with:

• determining the legal form and corporate structure that best suit their business objectives;
• preparing a complete set of constitutional and corporate documents;
• arranging interaction with a local resident director and company secretary;
• establishing a compliance framework to ensure timely filing of reports, maintenance of mandatory registers and compliance with other regulatory requirements;
• collecting and preparing documents for opening a corporate bank account; and
• structuring the ownership and a business model taking into account applicable tax incentives and double taxation treaties.