Singapore: Company Forms

Singapore Branch, Subsidiary and Representative Office

A foreign company may establish a Branch or Subsidiary in Singapore.

The foreign company’s head office is ultimately responsible for a Branch. Moreover, a Branch does not benefit from tax incentives and exemptions enjoyed by local businesses. The Branch must bear the same name as the head office, and must have a registered office address in Singapore. Two ordinarily resident agents in Singapore must be appointed by the Branch to accept notices and services of process. Earnings and capital can be repatriated to the parent company, and income attributable to or derived from activities outside of Singapore are not subject to Singapore corporate income tax. A Branch must be registered with ACRA; registration fees are SGD300 for a foreign company with share capital, or SGD1,200 for one without share capital, plus SGD15 for name approval.

Alternatively, a foreign company can establish a Subsidiary as a locally incorporated private limited company, with the parent company as its majority or only shareholder. The Subsidiary is a separate legal entity from its parent, and its liabilities do not extend to the parent. The Subsidiary can benefit from the same tax incentives and exemptions as local companies. See under “Private Company Limited by Shares” for registration and filing requirements.

A Representative Office cannot trade in Singapore. Instead, it undertakes marketing and oversight activities in Singapore on behalf of the foreign parent company. Depending on the activity the Representative Office represents, it must register with either International Enterprise Singapore or the Monetary Authority of Singapore.

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Singapore General Partnership

A General Partnership may consist of between two and 20 partners. If the number of partners exceeds 20, the business must register as a company. Each partner is liable for the debts and obligations of the partnership, and can be held responsible for the other partners’ actions. A General Partnership must register with ACRA. The registration fee is SGD65.

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Singapore Limited Partnership and Limited Liability Partnership

A Limited Partnership consists of at least two partners, with at least one general partner, who is responsible for the actions, debts and obligations of the partnership, and at least one limited partner, who is liable only to the extent of his or her agreed contribution. The partnership must register with ACRA; the registration fee is SGD50, plus SGD15 for name approval.

A Limited Liability Partnership has separate legal identity much like a Private Company Limited by Shares, whereby the partners are not liable for the partnership’s debt. However, a partner may be held personally liable for losses resulting from his or her wrongful act or omission; but, unlike in a General Partnership, a partner cannot be held liable for the wrongful act or omission of another partner. Limited Liability Partnerships must register with ACRA; registration fees are SGD100 for conversion from another business entity, SGD150 for registration of a new Limited Liability Partnership, and SGD25 for a change of name or SGD15 for name approval. The partnership must lodge an annual declaration with ACRA stating whether it is solvent or insolvent; it is not required to lodge its accounts with ACRA.

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Singapore Business Trust

A Business Trust operates a business enterprise, but is created by a trust deed. A trustee manager holds legal title to the Business Trust’s assets, and manages them on behalf of the unit-holders, who hold the beneficial interest in the assets. This entity is particularly useful for businesses with large capital outlays, such as those in property or shipping. Distributions can be paid to unit-holders out of operating cashflows (and not from profits, as for companies in relation to dividend payments).

If units in the Business Trust are to be offered to the public, the trust must register with the Monetary Authority of Singapore.

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