Thinking of doing business in Singapore but don’t know the registration procedure of a legal entity or are confused about the legal structure you should opt? We at Tan, Chan & Partners are here to assist and guide you with numerous company registration solutions each with its own capacity, structure and limitations.

list of options available for registration of business

  • Sole Proprietorship
  • Limited Liability Partnership
  • Types of Companies

Sole proprietorship

The simplest yet flexible form of business, a sole proprietorship can be defined as the business owned and managed by a single individual or a company. No other partner is required for this type of business structure and owner has the full right or authority to run the business in his own way. However, there are some negative points associated with sole-proprietorship, such as:

  • The liability of the owner is unlimited and the owner shall be personally liable for all the debts and losses of the business (if not covered by business’ assets).
  • The business is associated with the owner and has no separate legal identity.
  • The owner can sue or be sued in his own name.
  • Profits of the business are treated as owner’s profits and are to be shown in owner’s personal Income Tax return.
  • Owner’s age must be 18 years or above
  • He/She must be a Singapore citizen, permanent resident or an Entrée Pass holder
  • If the owner is a non-resident; he must engage a country representative on his own behalf.
  • Owner must top up his/her Medisave account with the CPF Board before registration of a new business.
  • Registration needs to be renewed annually or after three years.

Registration Process of Sole-Proprietorship is computerized and it takes only one day to register the business provided that the applicant has provided accurate information and documentation. Following documents are required for registration of Sole-Proprietorship:

  • Copy of Singapore National Identity Card of owner
  • Proposed Business Name
  • Local registered address of the business
  • A description of principal activities of the business
  • Local residential address of the owner
  • Statement of non-qualification and declaration of compliance

Being a non-resident, you can also engage the services of a professional consultancy firm which can submit the required information on your behalf. A foreigner also needs to establish a representative office here in Singapore for undertaking administrative works. Such representative office shall not have its separate legal identity and would be primarily engaged in non-commercial activities.

limited liability partnership (LLP)

Limited liability Partnership or LLP is a relatively new business form introduced in Singapore; whereby two or more persons enter into partnership and form a partnership firm with separate legal identity. Liabilities of all the partners of the firm shall be limited and the entity shall hold a separate legal status. Following are some of the features of a limited liability partnership:

  • As already mentioned, it holds separate legal identity.
  • Liabilities of partners are limited up to the assets and reserves of the firm.
  • An LLP can purchase and own immovable and moveable properties under its own name.
  • If any loss has been incurred due to some negligence or wrongful act of any of its partners, that partner shall be solely responsible for his own acts and deeds.
  • Partners cannot be sued personally for any losses sustained by the LLP.
  • For tax purposes, a LLP is not liable to be taxed and all the partners are individually liable to pay taxes on their due shares of profits.
  • There must be at least two parties involved in partnership.
  • Manager of the firm should be a Singapore resident.
  • Partners can either be local residents or foreign persons. A local person cannot make LLP with a non-resident individual or person.

An LLP is required to be registered with Singapore’s “Accounting and Corporate Regulatory Authority (ACRA). The registration process is made up of two broad steps:

  1. Reservation of proposed name; and
  2. Registration of the entity.

Following documents are required for registration purpose:

  • Proposed name of LLP – it is advisable to propose 2 to 3 names
  • Complete particulars of all partners and managers of LLP including their residential addresses and in case where one of the partners is a company then its registration number, registered address and jurisdiction etc.
  • Declaration of compliance as to the fact that all the information provided is true as to their belief.
  • Registered address of the office of proposed LLP
  • Manager’s consent to act in the capacity of a Manager and statement of qualification to act as Manager.

If everything goes well and all the information/documents provided to the authority are correct in their true sense, then it normally takes only one day for the registration.

Being a non-resident, you can also engage the services of a professional consultancy firm which can submit the required information on your behalf. A foreigner also needs to establish a representative office here in Singapore for undertaking administrative works. Such representative office shall not have its separate legal identity and would be primarily engaged in non-commercial activities.

types of companies

There are two major categories of companies: Private company and Public company which further have two more types.

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Private Company:

A Private company is type of company where the maximum number of members or shareholders is not more than 50.

Exempt Private Company:

A type of private company where the maximum number of shareholders is limited to 20 and none of them is a corporate entity or a company.

Public Company Limited by Shares:

A type of company having more than 50 members or shareholders; where the liability of the members is limited to the number of shares owned by them. A public company can raise capital by issuing shares or debentures to public at large. However, before doing so, it has to submit and get registered a share issuance prospectus with the Monetary Authority of Singapore.

Public Company Limited by Guarantee:

A public company limited by Guarantee is generally involved in non-profit and non-commercial activities which are for public interest or public welfares. The liability of its members in limited to the amount undertaken by them at the time of registration of the company or at the time of becoming member of the company.

 

Still Not Sure?

Simply fill up the online enquiry form below or give us a quick call at +65 6533 7393; to receive a non-obligatory consultation by our specialist on registering the most suitable entity type for you.


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