What are the Filing Requirements for Foreign Companies in Singapore?
Registering a subsidiary company in Singapore
A subsidiary company is a private local company predominantly owned by a foreign corporate entity. There are five basic statutory requirements to incorporate a Singapore subsidiary company:
- One shareholder;
- One resident director;
- One company secretary;
- Paid up capital of at least one Singapore dollar; and
- A local registered office address.
Let us discuss each of these requirements in detail:
The Companies Act requires all Singaporean subsidiary companies to have at least one resident director. This role may be fulfilled by employees pass holders’, permanent residents or Singapore citizens. If you do not have a resident director, there are many firms who can provide you with one via their nominee director service.
The second requirement stipulated by the Companies act is a company secretary. Your company secretary must be ordinary resident and must possess basic or sound knowledge of the Singapore Companies Act. Outsourced accounting services in Singapore can also perform the services of a company secretary.
The third requirement for Singapore subsidiary company registration is a locally registered office address. The registered office cannot be a P.O box address and must be a physical office in Singapore. A number of firms in Singapore can provide you with an esteemed local registered address which includes virtual office and hot desk services.
You are also required to inject paid up capital to incorporate your Singapore company. Although there is no authorised capital in Singapore, the minimum paid-up capital for company set up is one Singapore dollar. Paid capital can be in cash or in non-cash forms; however non-cash capital must be assets that can be appraised.
Last but not least, you need at least one corporate shareholder to register your subsidiary company. This requirement can be fulfilled either by corporate entities or individuals of any nationality. Additional shareholders may include a combination of both.
Your options depend on whether you have plans to relocate to Singapore to run your company’s operations remotely. If you wish to relocate to Singapore, your option is to do so via the employment pass. The Singapore employment pass is a work visa specifically for skilled individuals with acceptable educational or professional qualifications.
However, if you prefer to run your business from overseas, you will require a nominee director.
Foreign companies are not allowed to self-register a Singapore company; therefore, you may need an authorised intermediary or agent to incorporate your subsidiary company as well as to apply for your employment pass. Until you secure your employment pass, you can use their local resident nominee director service. Once you have obtained your employment pass, they can transfer the directorship back to you and you can act as the resident director. Please note that administrative processes can occur without your presence in Singapore.
The second option is easier, if you do not wish to relocate to Singapore to run your business, you would not require a work visa. However, you still need to fulfil the requirement of a Singapore resident director in order to register your Singapore company. In this case, you can engage authorised agents for nominee director service.