Company types

Individual
Sole-Proprietorship

Sole-Proprietorship

Description

  • A sole-proprietorship is a business owned by one person or one company
  • The sole-proprietor has absolute say in the running of the business
  • A sole-proprietorship is not a separate legal entity, so the proprietor is fully personally liable

Registration

  • Registration with ACRA
  • Individuals and companies may set up and own a sole-proprietorship
  • Any person above the age of 18 years old can be Sole Proprietor
  • Processing time between 14 days to 2 months

Foreigner Registering a Sole-Proprietorship

  • A foreigner is required to appoint a locally resident manager whilst he continues to reside outside Singapore

Validity/Renewal

  • A sole-proprietorship is valid for 1 year from the date of registration
  • It has to be renewed for a fixed period of 1 year

Partnerships
Partnership

General Partnership

Description

  • A partnership is a business firm formed by two to twenty partners
  • Once there are more than twenty partners, the partnership must be registered as a company
  • A partnership is not a separate legal entity, so the partners are personally liable

Registration

  • Registration with ACRA
  • Individuals and companies may set up and own a partnership
  • Any person above the age of 18 years old can be a Partner
  • Processing time between 14 days to 2 months

Foreigner Registering a Partnership

  • If all the partners are foreigners, a locally resident manager needs to be appointed

Validity/Renewal

  • The partnership is valid for 1 year from the date of registration
  • It has to be renewed for a fixed period of 1 year

Limited Partnership

Limited Partnership (LP)

Description

  • This partnership type requires at least one general partner and at least one limited partner
  • An LP is not a separate legal entity, so the general partners are personally liable

Registration

  • Registration with ACRA
  • Processing time between 14 days and 2 months

Foreigner Registering an LP

  • A foreigner is required to appoint a locally resident manager (min. 18 years of age) if all the general partners are not “ordinarily resident” in Singapore
  • The local manager is personally responsible for discharging all obligations of the LP
  • He is subject to the same responsibilities, liabilities and penalties as a general partner of the LP if the general partner defaults in respect of such obligation
  • The manager of an LP must not be an undischarged bankrupt

Partners

  • Every LP must have at least one general partner and one limited partner
  • There is no limit to the maximum number of partners
  • General Partner
    • Can be an individual or a company
    • Has unlimited liability
    • Can take part in the management of an LP
    • Responsible for the actions of the LP and is liable for all debts and obligations it incurs
  • Limited Partner
    • Can be an individual, a company or an unregistered foreign company
    • Liability is capped at the amount of the agreed investment in the LP
    • Not liable for any debts and obligations of the LP beyond this amount
    • Shall not take part in the management of the LP. If he does, he will be treated as a general partner.

Validity/Renewal

  • The LP registration is valid for one year from the date of registration
  • The registration must be renewed annually

Accounts

  • An LP must keep accounting and other records for at least 5 years
  • These documents need not be lodged with ACRA

Limited Liability Partnership

Limited Liability Partnership (LLP)

Description

  • An LLP gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company
  • the LLP is seen as a body corporate and has a legal personality separate from its partners
  • The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights or liabilities
  • The partners of the LLP will not be held personally liable for any business debts incurred by the LLP
  • 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

Registration

  • Registration with ACRA
  • Processing time between 14 days and 2 months

Foreigner Registering an LLP

  • Every LLP shall have at least 2 partners who can be an individual, a local company, a foreign company or another LLP
  • An LLP is also required to appoint a locally resident manager if all partners are not Singaporean residents

Managers

  • A manager is defined as any person who is concerned in or takes part in the management of the LLP
  • Every LLP must have at least one manager who is an ordinary resident in Singapore, a natural person of full age and of capacity
  • The manager of an LLP must not be e.g. an undischarged bankrupt, convicted of offences etc.

Partners

  • Every LLP shall have at least two partners
  • The partner can be an individual, a local company, a foreign company or another LLP

Accounts

  • An LLP is required to keep accounting records, profit and loss accounts and balance sheets
  • The LLP shall retain the accounting records for five years
  • These documents need not be lodged with ACRA
  • The LLP shall submit to the Registrar an annual declaration of solvency or insolvency which will be made available to the public
  • The manager of every LLP is required to lodge the annual declaration stating whether the LLP is solvent or insolvent

Companies
Representative Office

Representative office

Description

  • A Representative Office (RO) is a temporary extension of a foreign company in Singapore
  • It is not a separate legal entity, so the parent company is fully liable for its RO

Limitations

  • It can only engage in market research and feasibility studies
  • The RO must not provide services nor render any direct or indirect revenue generation activities on behalf of its parent company

Registration

  • Registration with International Enterprise Singapore
  • Qualification for foreign commercial entities
    • The foreign parent company must have a sales turnover in excess of US$250,000
    • The foreign parent company must have been established for 3 years or more
  • The RO can have a maximum of 4 employees
  • An employee from the parent company must be appointed as chief representative
  • The RO must have the same name as the parent company

Validity /Renewal

  • The RO can only operate for a maximum of three years from the date of its inception.
  • During this period, it must be renewed annually
  • The RO can be converted into a subsidiary company or a branch office

Accounts

  • A Representative Office is a temporary facility with no statutory obligations to file financial accounts and tax returns with ACRA and IRAS.

Documentation

  • Soft copy of the parent company’s Certificate of Incorporation or Business Registration Certificate (if applicable)
  • Soft copy of the parent company’s latest audited accounts
  • All ducoments are to be provided in English

Branch Office

Branch Office

Description

  • A Branch office is an extension of a foreign company in Singapore
  • It’s not a separate legal entity, so the parent company fully liable for its branch office

Incorporation

  • Incorporation with ACRA
  • The branch must have the same name as the parent company
  • The foreign company has to engage the services of a professional firm to file the application online
  • The foreign company has to appoint two local agents from Singapore to act on behalf of the company. The agents must be “ordinarily resident” in Singapore.
  • Audited accounts of parent company are needed for the annual filing
  • Processing time between 14 days and 2 months

Company Address

  • A branch must have a registered office in Singapore
  • It must be operational and accessible to the public during normal office hours

Auditor

  • A branch shall appoint an auditor within 3 months from the date of its incorporation

Private Limited

Company

  • A company is a registered business entity
  • It has a legal personality i.e. it has rights to own properties, has perpetual succession and can sue or be sued in its own name
  • Called subsidiary if a foreign company incorporates a local company

Private Company

  • Private Company limited by shares
    • This is a locally incorporated company where the maximum number of shareholders is limited to 50
  • Exempt Private Company limited by shares
    • Not more than 20 shareholders, and none of the shareholders is a corporation or
    • wholly owned by the Government and which the Minister, in national interest, declares by notification in the Gazette to be an exempt private company.
    • Simplified annual return filing.
    • Audit only necessary when revenue threshold is reached.

Public Company

  • Public Company limited by shares
    • is a locally incorporated company in which the number of shareholders can be more than 50. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.
  • Public Company limited by guarantee
    • is one which carries out non-profit making activities that have some basis of national or public interest, such as for promoting art, or charity etc. The Minister may approve the registration of the company without the addition of the word “Limited” or “Berhad” to its name.

Incorporation

  • Incorporation with ACRA
  • Processing time between 14 days and 2 months

Foreigner Incorporating a Local Company

  • Foreign Indivual or company has to engage the services of a professional firm to file the application online

Company Address

  • A company must have a registered office in Singapore
  • It must be operational and accessible to the public during normal office hours

Directors

  • A company must have at least one director who is “ordinarily resident” in Singapore
  • Any person aged 18 years and above may be appointed as a director
  • A director must not be e.g. an undischarged bankrupt, convicted of offences etc.

Secretary

  • Every company must appoint a secretary within 6 months of the date of its incorporation
  • The company secretary must be residing locally in Singapore
  • He/she must not be the sole director of the company

Auditor

  • A company shall appoint an auditor within 3 months from the date of its incorporation, unless it is exempted from audit requirements

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