Setting up a business in Singapore
The following outline provides an overview of the steps and considerations a company typically goes through to set up in Singapore.
1. Choose your business structure
Any activity which is carried out on a continual basis for the purpose of gain is required to be registered with the Accounting and Corporate Regulatory Authority (ACRA). Every person, before carrying on business in Singapore, must register with ACRA, except for those who are exempted under the Business Names Registration Act (Cap 32). There are several types of business entities that can be set up in Singapore:
A sole proprietorship is a business owned by one person or one company. It is not a separate legal entity from its owner, the sole proprietor. The sole proprietor has absolute say in the running of the business, but he is also personally liable for the debts and losses of the business. The sole proprietorship must be registered under the Business Names Registration Act (No 29 of 2014). An individual who wishes to register a sole proprietorship in Singapore must either be a Singapore citizen, Singapore permanent resident or an EntrePass holder. If the sole proprietor is not resident in Singapore, he or she must appoint an authorised representative who is resident in Singapore.
A partnership is a business firm formed by two to 20 partners. Once there are more than 20 members, the business must be registered as a company under the Companies Act (Cap 50, 2006 Rev Ed). A partnership (unlike a company) does not have separate legal personality. The partners have unlimited liability and each partner is personally liable for the partnership’s debts and losses, including those incurred by other partners. An individual who wishes to register a partnership in Singapore must either be a Singapore citizen, Singapore permanent resident or an EntrePass holder. If the owners are not resident in Singapore, they must appoint an authorised representative who is resident in Singapore.
A company is a business entity registered under the Companies Act (Cap 50, 2006 Rev Ed). It has a legal personality separate from that of its shareholders and directors, and may own property in its own name, and may sue or be sued in its own name. The members of a company are not personally liable for the debts and losses of a company. Because of these advantages, a company usually has less flexibility than the other forms of business organisations and must comply with more formalities, including the rules and procedures in the Companies Act.
In Singapore, there are broadly three types of companies: (1) Exempt Private Companies which have 20 or less shareholders, with no corporation holding any beneficial interest in the company’s shares; (2) Private Companies with more than 20 but less than 50 shareholders; and (3) Public Companies which may have more than 50 shareholders. Public Companies may raise capital by offering shares and debentures to the public.
A company must have at least one shareholder and at least one director ordinarily resident in Singapore. If a foreigner wishes to act as a local director of a company, he must apply for an EntrePass from the Ministry of Manpower.
A limited partnership (“LP”) is a special type of partnership that consists of a minimum of two partners, with at least one general partner and at least one limited partner. As their labels suggest, the general partner has unlimited liability while the limited partner has limited liability. This means the general partner is responsible for the actions of the LP and is liable for its debts and obligations, while the limited partner is not liable and obligations of the LP beyond his agreed contribution, provided that he does not take part in its management. The LP itself does not have separate legal personality.
Limited Liability Partnership
A limited liability partnership (“LLP”) is a partnership between at least two partners where the individual partner’s own liability is generally limited. A partner within an LLP may either be an individual or a body corporate. The LLP is a halfway-point between a partnership and a company. It gives the business the flexibility afforded to a partnership but having the separate legal personality of a company. This means that all partners cannot generally be held personally liable for the LLP’s debts. (A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.) An LLP can sue or be sued in its own name and may own property in its own name.
For a guide or to watch a video on the advantages and disadvantages of each business entity and how to choose the best one for your business needs, visit ACRA’s website. A comparison of the forms of business organisations in table format can be found here.
2. Register your business
Registering your business can be done online at Bizfile, ACRA’s online portal.
Open a representative office
A representative office can be registered in Singapore as a temporary arrangement for conducting market testing and/or research activities. To open a representative office, please approach the following government agencies:
Banking, finance and insurance – Monetary Authority of Singapore
All other industries – Enterprise Singapore
3. Addressing key business needs
Before any business can commence operations in Singapore, it is important for business owners to be aware of any regulatory compliance requirements. To understand Singapore’s laws and regulations, the following resources may be useful:
Labour laws and regulations – Ministry of Manpower
Immigration laws and regulations – Immigration & Checkpoints Authority
Tax laws and regulations – Inland Revenue Authority of Singapore
Business laws and regulations – Accounting and Corporate Regulatory Authority
Customs laws and regulations – Singapore Customs
Full list of statutes – Singapore Statutes Online.
Subsequently, you may proceed with recruitment, financing, and property acquisition.
New businesses in Singapore may also leverage EDB’s network of partners in the private sector, who provide a full range of business support services. For EDB’s full list of partners, visit their Connections Concierge.
4. Incentives & Schemes
To better facilitate and speed up the discussion with Singapore Government, it is recommended to prepare a business plan. The business plan should include a summary of what your business is about, your manpower needs, overheads (e.g. water and energy needs), land requirements, as well as your growth and sustainability plans for the next 3 years. Your business plan should include the following details:
– A short paragraph or list of areas that you are seeking assistance from the government.
Corporate profile and industry overview
– Parent company, including country of incorporation, and key financial figures at the group level
– Corporate business model/activities, strategy and worldwide presence
– Key products and services
– Target market in terms of customers, market segment and geographical coverage
– Competitor companies
– Trends and outlook for the industry segments that the company is operating in
– Business goals and strategies
– Business model and activities
New project implementation (where applicable)
– Estimated business expenses for the new project or local entity in Singapore over
– Key milestones and the completion dates for new or expansion projects, such as:
- Building or site acquired
- Recruitment of manpower
- Building construction started/completed
- Machinery installation started/completed
- Commercial production/operated started
Incentives and schemes
Foreign businesses with plans to grow through conducting high value and substantive activities in Singapore may be eligible to apply for various incentive programmes.
The current schemes and grants include:
Research Incentive Scheme for Companies (RISC)
The Research Incentive Scheme for Companies (RISC) encourages the development of research and development capabilities and technologies through the support of projects in the areas of science and technology.
Training Grant for Company (TGC)
The Training Grant for Company (TGC) encourages manpower capability development in applying new technologies, industrial skills and professional know-how through the support of training programmes for companies’ employees.
Productivity Grant (PG)
The Productivity Grant (PG) encourages firm-level projects which aim at improvements to energy, water, land or labour efficiencies through transformation efforts to enhance companies’ operations or involving adoption of technologies.
The current tax incentives available include:
Pioneer Certificate Incentive (PC) & Development and Expansion Incentive (DEI)
The Pioneer Certificate Incentive (PC) and the Development and Expansion Incentive (DEI) aim to encourage companies to grow capabilities and conduct new or expanded economic activities in Singapore. Companies that carry out global or regional headquarters (HQ) activities of managing, coordinating and controlling business activities for a group of companies may also apply for the PC or DEI for the HQ activities.
In the Singapore Budget Statement 2017, the Minister for Finance announced the introduction of the Intellectual Property Development Incentive (“IDI”) to encourage the use of intellectual property (“IP”) arising from research and development. Additionally, the scope of two existing incentives, namely the Pioneer Service Companies Incentive (“PC-S”) and the DEI will be amended to exclude IP income.
Finance & Treasury Centre (FTC) Incentive
The Finance and Treasury Centre (FTC) Incentive aims to encourage companies to grow treasury management capabilities and use Singapore as a base for conducting strategic finance and treasury management activities.
Land Intensification Allowance (LIA)
The Land Intensification Allowance (LIA) aims to promote the intensification of industrial land use towards more land-efficient and higher value-added activities.
Aircraft Leasing Scheme (ALS)
The Aircraft Leasing Scheme (ALS) aims to encourage companies to develop aircraft leasing capabilities and grow the aircraft leasing industry in Singapore.
For more information on the above schemes and grants, refer to EDB’s page here
5. Visa & immigration
Individual foreign entrepreneurs and investors who are interested in setting up a long-term base in Singapore can either apply for the EntrePass, or consider applying for Singapore Permanent Residence (PR) under the Global Investor Programme.
The EntrePass is designed to facilitate the entry and stay of entrepreneurs who intend to start and operate a new business in Singapore. Successful applicants will first be awarded a one-year pass, which is renewable to a two-year pass upon meeting certain renewal criteria. An EntrePass holder can get certain family members to join them in Singapore if the requirements for minimum business spending and local jobs created are met.
EntrePass is open to all nationalities. In order to be eligible for an Entrepass, you need to
- Have started, or intend to start, a private limited company registered with ACRA.
- If registered, the company must be less than 6 months old on the date you apply.
- If not registered, you can do so after you know the outcome of your application.
- Meet any of the following innovative criteria for application as an entrepreneur, innovator or investor:
- An entrepreneur who:
- Has funding from government-recognised VC or business angel
- Is an incubatee at a government-recognised incubator or accelerator
- Has business network and entrepreneurial track record
- An innovator who:
- Holds an intellectual property
- Has a research collaboration with an IHL or research institute in Singapore
- Has extraordinary achievements in key areas of expertise
- An investor who:
- Has investment track record
- An entrepreneur who:
Visit the Ministry of Manpower for more information about EntrePass
Global Investor Programme (GIP)
The GlP accords PR status to investors with a substantial business track record who intend to drive the growth of their investments from Singapore. To qualify for the GIP, the applicant must either (a) invest at least S$2.5 million in a new business entity or in the expansion of an existing business operation in Singapore; or (b) invest at least S$2.5 million in a GIP fund that invests in Singapore-based companies.
To be eligible, the applicant must have a substantial business track record and a successful entrepreneurial background.
For more details on the GIP, refer to EDB’s Global Investor Programme fact sheet.