Private company limited by shares
A private company limited by shares is the most common entity type in Singapore. The maximum number of shareholders in a private company is 50. Subject to the successful reservation of the proposed company name, the incorporation application is typically approved immediately once it is submitted online (please note however that if the company engages in certain business activities, the incorporation process may take 14 business days or more).
Minimum requirements:
- At least one director who is ordinarily resident in Singapore
- To appoint a company secretary resident in Singapore and have a registered office address in Singapore, both of which Kinetica can provide
- A minimum of one share must be subscribed for at the time of incorporation
- Share capital may be in any currency and only nominal paid up capital is required
- Shares may be wholly owned by a foreign corporation
Singapore private companies are generally required to prepare financial statements and hold an annual general meeting (AGM) within 6 months of their financial year end, and are required to file an annual return with the Accounting and Corporate Regulatory Authority of Singapore within seven months after their financial year end.
Company limited by guarantee
A public company limited by guarantee usually carries out non-profit making activities of national or public interest, such as promoting arts, charity etc. It has no share capital, and the liability of members is limited to the amount which they undertake to contribute to the assets of the company in the event of winding up. This amount will be specified in the company’s constitution.
The company must appoint at least one director who is ordinarily resident in Singapore (but if the company intends to apply for charity status, additional requirements will apply). The company must also appoint a Singapore resident company secretary and have a registered office address in Singapore, which Kinetica can provide.
Branch of a foreign entity
A Singapore branch of a foreign entity is not a separate legal entity, and is only an extension of its head office and hence the debts and liabilities of a branch in Singapore would attach to the foreign company. The name of the branch must be the same as the name of its head office, with the words “(Singapore Branch)” after the name. The business activities of the branch must be the same as those of the head office.
A branch must appoint one resident authorised representative, and is not required to appoint a company secretary.
A branch is required to file an annual return with both the branch’s and its head office’s financial statements (in general, unless any waiver is granted).
Sole proprietorship
A sole proprietorship is a business that can be owned and controlled by an individual (who is at least 18 years old), a company or a limited liability partnership. It is not a separate legal entity from the business owner, and the business owner has unlimited liability (i.e. the business owner is personally liable for all the debts and losses of the sole proprietorship). It can sue or be sued in the owner’s name.
If a foreigner residing overseas wishes to register a sole proprietorship, he/she must appoint at least one locally resident authorised representative, and engage a registered filing agent (such as Kinetica) to submit the application.
Partnership
A partnership is a business owned by at least two partners. The partner can be an individual, a company or a limited liability partnership. The maximum number of partners in a general partnership (except for professional partnerships) is 20. It is not a separate legal entity from the business owners, and the partners are personally liable for all the debts and losses of the partnership. It can sue or be sued in the partners’ names.
Limited Partnership
A limited partnership is a partnership consisting of two or more persons, with at least one general partner and one limited partner. It is not a separate legal entity; a general partner has unlimited liability, and a limited partner has limited liability.
If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore.
Limited Liability Partnership
A limited liability partnership (LLP) is a partnership where the individual partner’s own liability is generally limited. The minimum number of partners is two, and there is no maximum limit. It is a separate legal entity from its partners, and the partners have limited liability. It can sue or be sued in the LLP’s name.
At least one local manager who is ordinarily resident in Singapore must be appointed.
Variable Capital Company
A variable capital company (VCC) is a relatively new corporate structure for investment funds constituted under the Variable Capital Companies Act of Singapore which took effect on 14 Jan 2020.
A VCC has a variable capital structure that provides flexibility in the issuance and redemption of its shares. It can also pay dividends out of capital. A VCC can be set up as a single standalone fund or an umbrella fund with two or more sub-funds, each holding a portfolio of segregated assets and liabilities.
All VCCs must be managed by a Permissible Fund Manager (such as a licensed or registered fund management company). The anti-money laundering and countering the financing of terrorism obligations of VCCs will come under the purview of the Monetary Authority of Singapore (MAS).
Family Office
A family office may be set up in Singapore for the purposes of asset and wealth management for ultra-high net worth families. Singapore is the global family office hub in Asia and provides a robust platform for family offices with different investment and asset allocation strategies.
Eligible principals of a single family office registered in Singapore may obtain Singapore permanent residence through the Global Investor Programme if all relevant conditions are met.
Representative Office
A representative office (RO) can be registered in Singapore as a temporary arrangement for conducting market testing and/or research activities. It allows a foreign entity to assess the business environment in Singapore before deciding to set up a permanent establishment in Singapore.
An approved RO of a foreign commercial entity may only operate in Singapore for a period of one year from its commencement date. An extension of RO will only be granted on a case-by-case basis, and is subject to approval for up to a maximum of three years. ROs which decide to continue their presence in Singapore thereafter should register their operations with the Accounting & Corporate Regulatory Authority of Singapore (e.g. as a Singapore company or a branch).
Offshore companies
In addition to Singapore entities, Kinetica can also assist with company incorporation and maintenance in other jurisdictions, such as the British Virgin Islands, Samoa, the Cayman Islands, Anguilla and other jurisdictions with favourable corporate tax rates. Do contact us for more information if you are interested in setting up an offshore company.
