Singapore’s global reputation as a premier business destination is well-earned. For foreigners wanting to do business, the city-state offers a unique combination of political stability, a pro-business tax system, and a straightforward regulatory framework.
Best of all, Singaporean law allows for 100% foreign ownership of a private limited company, making it an exceptionally attractive launchpad for international ambitions.
1) Choosing Your Business Structure
While Singapore offers several business structures like Sole Proprietorships and Partnerships, these are generally not suitable for foreign entrepreneurs due to liability issues and residency requirements.
For any serious international founder, the Private Limited Company (Pte Ltd) is the undisputed best choice.
A Pte Ltd is recognized as a separate legal entity, distinct from its owners (shareholders) and managers (directors). This core principle provides powerful advantages:
- Limited Liability. Your personal assets are protected. A shareholder’s financial risk is strictly limited to the amount invested in their shares.
- Credibility and Professionalism. Operating as a “Pte Ltd” enhances your company’s reputation with banks, suppliers, and potential clients.
- Access to Funding. A Pte Ltd structure is a prerequisite for attracting venture capital and other forms of equity investment, as you can easily issue new shares.
- Favorable Tax System. Your company will be taxed at Singapore’s competitive corporate tax rate of 17%. New startups can also benefit from significant tax exemptions, and dividends distributed to shareholders are tax-free.
2) Choosing Your Operating Model
As a foreigner, you have three primary pathways to establish and run your Singaporean company :
- Operate Remotely from Overseas. This is the most common option for foreign entrepreneurs who do not plan to relocate. You can manage your company from your home country by appointing a local representative to fulfill the residency requirements.
- Relocate to Singapore with an EntrePass. The EntrePass is a specific visa for foreign entrepreneurs with innovative, venture-backed business ideas who wish to move to Singapore to run their company.
- Relocate to Singapore with an Employment Pass (EP). If you incorporate a company, you can then have that company sponsor your application for an Employment Pass, allowing you to work as a director and manage the business locally.
This guide will focus primarily on the first option, registering and operating your company remotely as it is the most common starting point for international founders.
3) Your Pre-Registration Checklist – Tailored For Foreigners
To incorporate a company in Singapore, you must meet several non-negotiable statutory requirements. Understanding these is the key to a smooth process.
A. The Local Director Requirement
Every Singaporean company must have at least one director who is “ordinarily resident in Singapore”. This means the director must be a Singapore Citizen, a Permanent Resident, or a holder of a valid EntrePass or Employment Pass.
For foreign entrepreneurs operating from overseas, this is the most critical requirement to address. The solution is to engage a Nominee Director. This is a professional service where a qualified local resident is appointed to your board solely to satisfy this legal requirement, while you retain full control over your business operations.
B. Company Secretary
You are required to appoint a qualified and Singapore-resident company secretary within six months of incorporation. The secretary is responsible for ensuring the company’s compliance with administrative and reporting obligations. Importantly, if you are the sole director of your company, you cannot also act as the company secretary.
C. Shareholders
A company must have a minimum of one shareholder, who can be an individual or a corporate entity, local or foreign. As mentioned, Singapore permits 100% foreign shareholding.
D. Paid-Up Capital
The minimum required paid-up capital is just S$1. However, a higher paid−up capital (e.g. S$1,000 or more) is often recommended to enhance the company’s credibility with banks, clients, and for future work pass applications.
E. Registered Office Address
Every company must have a physical registered office address in Singapore. A P.O. Box is not permitted. This address will be used for all official government correspondence and must be accessible to the public for at least three hours during normal business hours. For foreign entrepreneurs, the most practical and cost-effective solution is a virtual office service, which provides a legitimate address for registration and mail handling without the expense of a physical lease.
4) Registering Your Company With ACRA Process: A Step-by-Step Guide for Foreigners
The entire company registration process in Singapore is handled online through the BizFile portal. BizFile is managed by the Accounting and Corporate Regulatory Authority (ACRA), the national regulator of business registration in Singapore.
However, direct access to BizFile requires a Singaporean digital identity (Singpass), which non-residents do not have.
Therefore, the entire process for a foreigner is facilitated by a crucial partner.
Step 1: Engage a Registered Filing Agent
As a foreigner, you are required to engage a registered filing agent to submit the incorporation application on your behalf. These agents are professional firms, such as corporate secretarial, accounting, or law firms, that are licensed to transact with ACRA.
These agents will also typically provide the necessary Nominee Director and Company Secretary services mentioned in the pre-registration checklist above.
Step 2: Reserve Your Company Name
Your filing agent will first apply to reserve your desired company name via BizFile. The name must be unique and not contain prohibited words. The name reservation fee is S$15 and, once approved, the name is secured for 120 days.
Step 3: Prepare the Necessary Documents
You will need to provide your filing agent with the following information and documents :
- The approved company name.
- A brief description of your primary business activities.
- Details of the registered office address in Singapore (usually provided by your agent).
- Particulars of all directors and shareholders, including:
- Full name and residential address.
- A copy of their passport (for foreigners)
- Proof of overseas residential address (e.g., a recent utility bill or bank statement).
- Details of the share capital structure.
- The company’s constitution (your agent can provide a standard template or you can adopt the standard Model Constitution provided by ACRA).
Step 4: Your Filing Agent Submits the Application
Once all documents are in order, your filing agent will prepare the incorporation documents for your electronic signature and submit the final application to ACRA. The government’s incorporation fee is S$300.
Step 5: Registration Approved!
Approval is typically very fast. Provided all documents are in order, incorporation can be approved within 24 hours, and sometimes in as little as a day. Upon approval, your agent will receive and forward you the official incorporation documents:
- Unique Entity Number (UEN). Your company’s official registration number, used for all government transactions.
- Business Profile. A PDF document from ACRA summarizing all your company’s key details, which you will need for getting your company operational, including opening a company bank account.
5) Staying Compliant
Once your company is running, you must adhere to annual compliance requirements, which primarily involve filing an Annual Return with ACRA and a Corporate Income Tax Return with IRAS. A key benefit of engaging a professional filing agent is that their corporate secretarial service will manage these deadlines and prepare the necessary filings for you, ensuring your company remains in good legal standing.
6) More Resources
If you are interested to know more about the prerequisites before incorporating a Singapore company, check out the following guides:
