Frequently Asked Questions -
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.
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:
- 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.
- Alternatively, you can use our nominee director service to satisfy the requirement of a local director.
- 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 S$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 resident or employment pass holder or working visa holder in Singapore.
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.
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 |
Kaizen |
1-2 Hour |
| 4 |
Prepare necessary incorporation documents? |
Kaizen |
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 |
Kaizen |
0.5 day |
| 7 |
Prepare company documents for bank account opening and handover to the client |
Kaizen |
0.5 day |
|
Post-Incorporation Matters:
|
| 8 |
Prepare share certificates, order common seal, rubber stamp, and any other post-incorporation formalities |
Kaizen |
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:
- Review and order appropriate package by visiting our Ready-Made Subsidiary Packages page.
- 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.
- 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.
For further information or assistance, please call us:
Hong Kong Office: +852 2341 1444
Singapore Office: +65 6295 2884
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6874 8420
or send email to enquiries@bycpa.com.
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