Singapore Subsidiary Registration

A Singapore subsidiary is the most common form of foreign company incorporation in Singapore as compared to the other options such as Singapore Branch office or Singapore Representative Office.

• A Singapore subsidiary is in effect a Singapore incorporated private limited liability company.
• A Singapore subsidiary has a legal personality that is separate from its foreign parent company.
• Liabilities of the Singapore subsidiary are limited and do not apply to its foreign domiciled head office.
• Since the Singapore subsidiary is a separate entity its activities need not necessarily be the same as those of its head office.
• Incorporated as a Singapore private limited company, a subsidiary can avail of Singapore's low tax rates and tax incentives by virture of qualifying as a local resident company.

If a foreign company wishes to expand its operations in Singapore it can consider setting up a Singapore subsidiary. The advantages are limited liability for the foreign company owing to the separate legal identity of the Singapore subsidiary. Moreover, a Singapore subsidiary is a tax efficient entity as it will be subject to the low corporate tax rates and tax benefits that are accorded to local resident companies.

You must appoint a professional services firm, such as our company, to register your Singapore subsidiary. The following are the basic requirements to set up a Singapore Subsidiary.

• At least one local resident director (i.e a Singapore citizen, Singapore Permanent Resident or Singapore work pass holder) and unlimited maximum number of directors. Corporate directors are not allowed. Nominee directors are allowed.
• A minimum of one and a maximum of 50 shareholders. Foreign and corporate shareholders are allowed. The sole director can act as the shareholder as well.
• A local resident and qualified company secretary. The sole director/shareholder cannot be the company secretary.
• A local registered office.
• S$1.00 as paid-up capital. No authorized capital is required.

Yes. One of the principal benefits of setting up a Singapore subsidiary is that it is a separate legal entity, distinct from its foreign parent company. The legal personality that is conferred on a subsidiary implies that it can enter into contracts, sue and be sued in its own name. The liabilities of the subsidiary do not spill over to the foreign parent company. Furthermore, the Subsidiary can engage in activities that are different from its foreign parent company.

No. Singapore subsidiary registration is valid forever until it is wound up. There is no need to renew its registration at any point of time.

You must hire an incorporation agent, such as our firm, to register a Singapore subsidiary. The following documents or information will be required for Singapore Subsidiary Registration:

• A certified true copy of foreign parent company's Incorporation Certificate,
• Registered address details and directors' details of the foreign parent company,
• Directors' particulars such as nationality, identity card details, residential address details, etc. of the Singapore subsidiary,
• Details of the registered office of the Singapore subsidiary,
• Memorandum and Articles of Association (MAA) of the Singapore subsidiary,
• A power of attorney giving signatory powers (on behalf of the foreign parent company) to a specific individual, and
• Directors undertaking to act as the proposed directors of the Singapore subsidiary.

Note: All documents must be in English or officially translated English copies.

You must hire an incorporation services provider, such as our company, to register your Singapore subsidiary. The Singapore subsidiary registration procedure involves two simple steps:

• Company name approval: File an online application with the Companies Registrar and you will obtain your name approval within a few hours time, provided there are no objections, and
• Submit Incorporation documents online: If documentation is complete and no other details are required by the authorities, you can get your Singapore subsidiary registered within a day's time.

Singapore subsidiary registration can be completed within one working day by filing an online application for the subsidiary company name approval and submitting incorporation documents. Note that the one-day timeline is applicable only if there are no objections to your application and if no further information is required from the Singapore Companies Registrar.

If you are incorporating a Singapore subsidiary from overseas, you must remember that it may take longer than one day factoring in the time required for you to deliver the necessary documents to your incorporation agent.

Yes. A Singapore subsidiary is a Singapore private limited corporation and is subject to the same annual filing requirements as a Singapore LLC. Briefly, the following compliance requirements apply:

• Filing annual returns along with audited (or unaudited, if it qualifies for audit exemption) accounts with the Companies Registrar,
• Filing annual tax returns along with audited (or unaudited, if it qualifies for audit exemption) accounts with the tax department by Nov 30 of each Year of Assessment,
• Holding annual general meetings,
• Preparing financial accounts,
• Disclosing company registration number,
• Notifying the Companies Registrar of any changes in the corporation,
• Maintaining accounting records,
• Auditing financial accounts (unless exempt), and
• Appointing auditors (unless exempt).

For details, refer to Singapore Company Compliance.

Yes. You are free to relocate foreign staff from your parent company under the Singapore Employment Pass type of work permit. Note that you must apply for the Employment Pass for each foreign staff you wish to depute to your Singapore subsidiary.  Remember that you are required to appoint a local resident director for your Singapore subsidiary. Feel free to contact us for nominee director services.