Most foreign investors set up a private limited company (a subsidiary), which can be incorporated with S$1 of share capital but needs at least one locally resident director and a resident company secretary. Branches and representative offices are alternatives with different liability and tax consequences. Every foreign business must register through a corporate service provider, and beneficial ownership and nominee registers must be kept and filed with ACRA.
Choosing the vehicle
ACRA describes four routes for an existing foreign business: a representative office for market research, a subsidiary (a separate Singapore company with limited liability), a branch of the foreign company, or re-domiciliation of the foreign company into Singapore. A subsidiary is the usual choice for trading because liability is ring-fenced and it is taxed as a Singapore company.
A branch is part of the foreign parent, so the parent carries its liabilities, and it is not Singapore tax resident unless the foreign company is controlled and managed in Singapore. A representative office cannot earn income and is set up under an Enterprise Singapore licence, so it suits only research and liaison work.1234
People you need on day one
A company needs at least one director and one company secretary. The director requirement includes local residency: in practice at least one director must be a Singapore citizen, permanent resident or holder of a qualifying pass such as an Employment Pass, Personalised Employment Pass or ONE Pass. Many foreign groups therefore either relocate an executive on an Employment Pass or appoint a resident nominee director, which must be disclosed.
The company secretary must be appointed within six months of registration and must also be locally resident; a sole director cannot also be the secretary. An auditor must be appointed within three months unless the company is audit-exempt.56789
Ownership transparency
Companies must keep a register of registrable controllers. For companies incorporated from 16 June 2025 the register must exist on the day of incorporation, changes must be recorded within seven days and filed with ACRA's central register within two business days. Registers of nominee directors and nominee shareholders must also be kept and changes filed centrally.
Officer, shareholder and share capital changes must be filed within 14 days. These records feed the ACRA business profile that banks and counterparties use, so delays create practical problems as well as compliance risk.1011
| Option | Legal status | Liability | Can earn income | Key local requirement |
|---|---|---|---|---|
| Private limited company (subsidiary) | Separate Singapore company | Limited to the company | Yes, taxed as a Singapore company | Locally resident director; resident secretary within six months |
| Foreign company branch | Extension of the foreign parent | Parent fully liable | Yes | One locally resident authorised representative; Singapore registered office |
| Representative office | Not a legal entity | Parent fully liable | No | Enterprise Singapore licence |
| Re-domiciliation | Foreign company becomes a Singapore company | Usually limited | Yes | Same as a local company after transfer |
How it works, step by step
- Engage a registered corporate service provider to act for the foreign business1ACRA (registered corporate service provider)
- Reserve the company name and register the company on Bizfile, paying the registration fee12ACRA
- Set up the register of registrable controllers on the day of incorporation and file it with the Central Register10ACRA
- Appoint a locally resident company secretary within six months and an auditor within three months unless exempt89Company board; ACRA filings
- File any later changes to officers, shareholders or nominee arrangements within the stated deadlines11ACRA
No timings or fees are shown unless an official source states them.
Documents usually needed
- Proposed company name and description of business activities
- Constitution (ACRA model constitution or a bespoke version)
- Identity and residential address details of directors, shareholders and the company secretary
- Registrable controller information for each individual or entity with significant interest or control
- For a branch: certified copies of the parent's certificate of incorporation and constitution, certified English translations, and latest financial statements if required
- Nominee director and nominee shareholder disclosures where applicable
Common mistakes
- Assuming a foreign director can satisfy the residency requirement without a qualifying pass or Singapore residence status.
- Treating the company secretary appointment as optional and leaving it beyond six months.
- Using a nominee director without recording and filing the nominee arrangement.
- Choosing a representative office for an activity that will generate income.
- Missing the two-business-day window for filing registrable controller changes with ACRA.
When the business crosses borders
- A branch's profits are part of the foreign parent's results, so home-country tax on the branch and Singapore tax both need modelling.
- Re-domiciliation allows a foreign company to move its legal home to Singapore; home-country exit rules must be checked separately.
- Relocating an executive to act as resident director usually depends on obtaining an Employment Pass first (see people area).
Questions businesses ask
Can a company be 100% foreign-owned?
Yes. ACRA describes a subsidiary as a separate Singapore company owned by the foreign parent; the local residency requirements fall on the director and company secretary rather than on shareholders. Sector licensing rules may add ownership conditions.268
Is there a minimum capital requirement?
A company needs at least S$1 in share capital to start. Regulated sectors may require more.13
What this guide does not yet confirm
These points need checking with a qualified local professional in Singapore before you rely on them.
- Representative office eligibility criteria, validity period and fees on the Enterprise Singapore licence page could not be loaded.
- The Companies Act 1967 text (including the statutory 'at least one resident director' wording and penalties) could not yet be checked.
- Foreign investment restrictions in specific sectors (for example media, telecoms, financial services) were not researched in this part.
- Requirements of the Corporate Service Providers Act 2024 beyond the duty to use a registered provider were not confirmed.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Every foreign business must engage a registered corporate service provider to register in Singapore. Applies to all four set-up routes ACRA lists for existing foreign businesses (representative office, subsidiary, branch, re-domiciliation).
A subsidiary set up by a foreign business is a separate Singapore company owned by the parent, with liability limited to the subsidiary's assets, and is subject to Singapore corporate tax. Sector licensing rules may add ownership conditions; these were not researched here.
A representative office is not a separate legal entity, cannot earn income and is set up under a licence listed in Enterprise Singapore's licence directory. Intended for market research before committing to Singapore; the parent is fully responsible for it.
ACRA links to the Enterprise Singapore representative office licence on GoBusiness; the GoBusiness licence page itself could not be loaded, so eligibility criteria and validity periods were not confirmed.
A foreign company branch must appoint one authorised representative who meets local residency requirements and must have a Singapore registered office open to the public for at least three hours on each business day. The registered office cannot be a P.O. box. ACRA lists a branch registration fee of S$300.
Every Singapore company must have at least one director and one company secretary. Applies to locally incorporated companies, including subsidiaries of foreign groups.
A company director must be ordinarily resident in Singapore, meaning a Singapore citizen, Singapore permanent resident or someone who meets ACRA's local residency rules. ACRA states this as a director requirement; in practice it means the board must include at least one locally resident director (Companies Act 1967). Foreign Identification Number holders should check with MOM or ICA before accepting a role.
ACRA's guide lists residency under the director requirements without restating the statutory 'at least one director' wording; the underlying rule is in the Companies Act 1967, which could not yet be checked for this record.
ACRA treats Singapore citizens, Singapore permanent residents and valid holders of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass as local residents. EntrePass and Dependant's Pass holders are not listed as qualifying local residents on this page; EntrePass applications are made before incorporation or within six months, and Dependant's Pass holders need a Letter of Consent.
A company secretary must be appointed within six months of registration, must be resident in Singapore and cannot be the same person as the sole director. Leaving the post vacant for more than six months can expose the director to a fine of up to S$1,000.
A private company is exempt from statutory audit as a small company if it meets at least two of three criteria for the past two consecutive financial years: revenue of S$10 million or less, total assets of S$10 million or less, and 50 employees or fewer. If the company is part of a group, the group must also qualify as a small group on a consolidated basis. New companies are assessed on the current year.
Companies incorporated or registered from 16 June 2025 must set up their register of registrable controllers on the day of incorporation, update it within seven days of a change and file the change with ACRA's Central Register within two business days. Applies to companies (including foreign companies) and LLPs unless exempted. Previously exempted businesses have 60 days after the requirement starts.
Companies must maintain registers of nominee directors and nominee shareholders and file changes to ACRA's central registers, and must update changes to company information, officers, shares and shareholders within 14 days.
ACRA lists a registration fee of S$315 for a company. Fee for incorporating a local company as shown on ACRA's business structure page; corporate service provider charges are separate.
A company with share capital needs at least S$1 in share capital to start, and may issue shares in multiple currencies as its constitution allows. No higher general minimum; sector regulators (for example in financial services) may require more.
Questions on this topic
12 statements on entry, investment and company formation in Singapore
