Global,India,Singapore

Foreigner's Guide to Setting up their business in Singapore

September 26, 2023 waterandshark BUSINESS_SETUP_650x1280.jpg

Singapore's growing popularity among international entrepreneurs as a destination for business expansion is underpinned by its status as a global financial hub and a robust regulatory framework. Its strategic location at the crossroads of major markets enables easy access to the Asia-Pacific region and beyond, facilitating international trade. Moreover, Singapore's political stability and pro-business government policies provide a secure and conducive environment for long-term investments and growth. These multifaceted factors collectively make Singapore an attractive choice for entrepreneurs looking to propel their businesses to new heights on the global stage. Here are some key factors that contribute to Singapore's appeal:

  1. Robust Intellectual Property (IP) Protection: Singapore places a strong emphasis on safeguarding intellectual property rights. This provides assurance to foreign companies that their innovations and assets will be well-protected.
  2. Ample Availability of Funding: Singapore boasts a thriving financial ecosystem with a wide range of funding options, including venture capital firms, angel investors, and government grants. This availability of capital facilitates business growth and innovation.
  3. Thriving Start-Up Ecosystem: Singapore's dynamic start-up scene offers a supportive environment for entrepreneurs. Numerous co-working spaces, incubators, and accelerators provide resources and mentorship to help businesses flourish.
  4. Business-Friendly Regulatory Environment: Singapore is known for its efficient and transparent regulatory framework. It offers a straightforward process for setting up and running a business, reducing bureaucracy and administrative burdens.
  5. Attractive Corporate Taxation Framework: Singapore's corporate tax rates are competitive, making it a tax-efficient location for companies. Additionally, the absence of capital gains tax and a wide network of double tax treaties enhance its appeal.

Types of Business Entities in Singapore: There are several business entities to choose from in Singapore,

  1. Sole Proprietorship: This is the simplest form of business where a single individual owns and operates the business. The owner has unlimited liability, meaning they are personally responsible for the business's debts and obligations.
  2. Partnership: A partnership involves two or more individuals or entities who agree to manage and share profits and losses jointly. It is a flexible structure, but partners have unlimited liability for the business's obligations.
  3. Limited Partnership: Similar to a partnership, but it allows for a division of roles among partners. Limited partners have limited liability, while general partners have unlimited liability. Limited partners can't actively manage the business.
  4. Limited Liability Partnership (LLP): LLP combines elements of partnerships and private limited companies. Partners have limited liability, shielding their personal assets from business debts. It's a suitable structure for professional services firms.
  5. Private Limited Company: This is the most common and flexible business entity. It's a separate legal entity from its owners, offering limited liability. Shareholders are not personally liable for the company's debts, and it can raise capital easily through shares.

Requirements to Register a Company in Singapore: To incorporate a company in Singapore, you'll need to meet certain minimum requirements:

  • At least 1 shareholder (individual or corporate entity).
  • 1 local resident director (Singapore citizen, permanent resident, or holder of an employment pass or dependent pass).
  • 1 company secretary who is a resident of Singapore.
  • Initial paid-up capital of at least S$1 (or equivalent in major international currency).
  • A physical registered office address in Singapore (PO boxes are not allowed).

Methods of Registering a Company in Singapore:

  1. Incorporate a Singapore Company with Employment Pass (EP): Foreign entrepreneurs can seamlessly establish a Singapore private limited company through our incorporation services. This includes providing a temporary nominee director, a locally resident company secretary, and meeting local office address requirements.

    Securing an Employment Pass (EP): Upon successful company incorporation, we facilitate the application for your Employment Pass (EP). Once approved by the Ministry of Manpower, you can relocate to Singapore and manage your business.

    Qualifying for an Employment Pass in Singapore: To meet EP eligibility, you must:
    • Earn a minimum fixed monthly salary of S$5,000.
    • Possess qualifications from reputable universities or in-demand specialized skills.
    • Starting from 1st September 2023, EP applicants must meet two qualifying criteria, including the new Complementarity Assessment Framework (COMPASS).

    EP Application Process: In Singapore, EP applications are typically submitted by the employer or an authorized third party. For overseas employers without a registered Singapore office:

    • A Singapore-registered company can act as a local sponsor and submit the EP application on your behalf.
    • The local sponsor assumes responsibility for the EP application submission.
    This streamlined process enables foreign entrepreneurs to efficiently establish their Singapore companies and acquire Employment Passes, facilitating business management within Singapore's regulatory framework.
  2. Incorporate a Singapore Company With EntrePass: Foreign entrepreneurs seeking to conduct business and establish a company in Singapore have the option to apply for an Entrepreneur Pass (EntrePass) through the Ministry of Manpower (MOM). This EntrePass program is open to individuals of all nationalities who meet specific eligibility criteria, allowing them to embark on their entrepreneurial journey in the city-state.

    Here's a breakdown of the key points for EntrePass application:

    Eligibility and Application Timeline:
    • EntrePass is available to individuals of all nationalities.
    • Eligible entrepreneurs can apply for EntrePass either before or within six months after incorporating a Singapore private limited company registered with the Accounting and Corporate Regulatory Authority (ACRA).

    Conditions for EntrePass Eligibility: To qualify for EntrePass, applicants must meet the following criteria:

    1. Entrepreneur:

    2. Innovator:

    3. Investor:

    • The applicant's company has secured a minimum of $100,000 in funding from a government investment vehicle, venture capitalist (VC), or a business angel recognized by a Singapore Government agency.
    • The applicant or their company holds intellectual property (IP) rights registered with an approved national IP institution. These IP assets must offer a substantial competitive advantage to the applicant's company.
    • The applicant is willing to invest in local tech startups and can provide supporting documents that outline their investment history.
    • The applicant's company is currently incubated in a recognized incubator or accelerator program supported by the Singapore Government.
    • The applicant's company engages in ongoing research collaboration with an agency under the Singapore Government's Agency for Science, Technology, and Research (A*STAR).
    • The applicant has a proven track record of investing in highly-scalable businesses and has periodic plans to invest in other local tech startups.
    • The applicant possesses significant business experience and a promising track record of successfully establishing and scaling highly scalable businesses. They intend to operate an innovative tech or venture-backed business in Singapore.
    • The applicant demonstrates exceptional domain expertise in a field related to their proposed business, which may involve venture-backed or innovative technologies.
    • The applicant has accumulated a minimum of eight years of experience in a senior role within a large corporation, bringing valuable expertise to help scale local innovative or tech startups.
  3. Incorporate a Singapore Company and Appoint a Nominee Director:

    Setting up a Singaporean company while staying abroad involves a process akin to establishing a local entity with an Employment Pass (EP), but with the added necessity of appointing a nominee director, thus eliminating the need for physical relocation.

    A key requirement when establishing a business in Singapore is that at least one director, authorized representative, general partner, or manager must be a local resident. If you're a foreign entrepreneur looking to establish a Singaporean business while residing outside of the country, you must appoint a local resident director (authorized representative) to oversee your company's operations.

    The authorized representative can be either a Singapore Citizen, Singapore Permanent Resident, or an EntrePass holder. Our nominee resident director services are designed to assist you in meeting this requirement effectively.

    As per the Singapore Companies Act, foreigners residing abroad are permitted to hold shares in a Singapore-registered company and can also be appointed as foreign directors of the company.

    Conditions of our Nominee Director Services for your Singapore Company:

    1. Long-Term or Temporary Support: We offer the flexibility of either long-term or temporary nominee local resident company director services. If you intend to find a suitable local director, we can serve as your nominee director until you make the appointment. Once you have a new local director, we will facilitate the directorship transfer seamlessly.
    2. Compliance with Legal Requirements: Under Singaporean company laws, there is no distinction between an operational company director and a nominee company director. We ensure full compliance with all statutory company incorporation requirements.
    3. Non-Interference: Rest assured that our nominee director will not interfere with your business decisions or operations. We maintain a hands-off approach, refraining from participating in management or internal meetings.
    4. Your Operational Control: You, as the operational foreign directors, retain full control over the company's day-to-day operations. Our role as the nominee resident director is solely to fulfill the legal obligations necessary for company incorporation in Singapore.

    By availing our nominee director services, you can confidently establish and manage your Singaporean company from abroad while complying with all legal prerequisites, allowing you to focus on growing your business.

Which option to choose from?

When considering which Singapore company incorporation option to pursue, your choice should align with your specific circumstances and objectives. If your plan includes relocating to Singapore and establishing residency here, the incorporation route involving an Employment Pass should be your primary preference. However, if you intend to continue residing outside Singapore while capitalizing on the substantial benefits of operating your business from this dynamic city-state, our offering of the Singapore nominee resident director coupled with company incorporation serves as a compelling alternative.

Choosing the right method depends on your specific circumstances and business goals. Each option has its advantages, and our team of professionals can assist with seamless company registration in Singapore.

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