Singapore has long been one of the world’s most attractive options for business expansion. Its stable regulatory environment, strategic position in Asia-Pacific trade, and highly educated, English-speaking workforce make it an appealing choice for companies looking to grow internationally.
If your company wants to establish a permanent presence in Singapore, setting up a local entity is the next logical step.
While the local government has worked to streamline the process, it doesn’t mean it's effortless. All businesses must register through the Accounting and Corporate Regulatory Authority (ACRA), and the process involves legal, tax, and administrative requirements that go far beyond submitting an online form.
This guide walks through what it takes to open a legal entity in Singapore, from choosing the right structure and registering with ACRA to managing taxes and hiring employees.
Key Takeaways:
- Most foreign companies incorporate in Singapore as a Private Limited Company (Pte. Ltd.) because of the limited liability protection, startup tax exemptions, and access to Singapore’s double taxation agreements.
- ACRA’s government fees total just SGD 315, and approval can happen in a single day. After that, you’ll need to open a bank account and register for taxes.
- Once operational, you’ll need to file annual returns with ACRA, submit corporate tax returns to IRAS, make CPF contributions, and register for GST.
When Opening a Legal Entity in Singapore Makes Sense
Establishing a local entity is typically the right move for companies planning a long-term presence in the Singapore market.
If you’re going to sign contracts directly with Singapore-based clients, build a team of any real size, or use Singapore as an APAC regional headquarters, having your own company on the ground gives you both control and credibility. It also opens the door to government incentives that Singapore offers to attract international businesses.
Choosing the Right Type of Legal Entity in Singapore
According to ACRA’s guide for foreign companies, foreign businesses can enter the Singapore market by incorporating a subsidiary (Private Limited Company), registering a branch, or setting up a representative office. Each structure comes with distinct legal implications.
Private Limited Company (Pte. Ltd.)
This is by far the most common structure for international businesses. A Pte. Ltd. is a separate legal entity from its parent company, meaning shareholders enjoy limited liability protection.
It includes access to Singapore’s competitive corporate tax rate of 17%, startup tax exemption schemes, and eligibility for government grants and benefits under double taxation agreements (DTAs). ACRA’s guide to setting up a local company covers the full incorporation requirements.
Branch Office
A branch office is an extension of the foreign parent company, not a separate legal entity. The parent assumes full liability, and the branch must operate under the parent’s name. At least one local resident must act as an authorized representative, and the parent company’s audited financial statements must be filed with ACRA annually.
Branches are treated as non-resident entities, so they don’t qualify for startup tax exemptions or DTA benefits.
Representative Office
A representative office is a temporary arrangement designed strictly for market research and feasibility studies. It cannot generate revenue or sign contracts. Registration is handled through Enterprise Singapore (for most industries) or the Monetary Authority of Singapore (for financial services).
The foreign parent must have been established for at least three years and have an annual turnover of at least USD 250,000. A representative office has no independent legal status, and approval is valid for one year at a time, up to a maximum of three years.
Key Requirements Before Incorporation
Before you can register a Singapore entity, several regulatory requirements need to be in place. Here’s what ACRA expects:
Company Name Approval
Your proposed company name must be unique and cannot duplicate an existing registered business. Names containing restricted terms (like “bank” or “law”) require additional approvals from the relevant authorities. The process itself typically takes less than a day through ACRA’s BizFile+ portal, and once approved, the name is reserved for 120 days.
Directors and Residency Requirements
Every Singapore company must have at least one director who is a local resident. This person can be a Singapore citizen, a permanent resident, or someone holding a valid Employment Pass or EntrePass. Foreign founders who don’t have a local partner will need to appoint a nominee director through a registered corporate service provider.
Company Secretary
You’re required to appoint a company secretary within six months of incorporation. The secretary must be an individual resident in Singapore, responsible for maintaining statutory records and meeting filing deadlines.
Registered Office Address
A physical Singapore address is mandatory. P.O. boxes are not accepted. This address appears on the public register and is used for all official government correspondence.
Shareholders and Share Capital
At least one shareholder is required; shareholders may be individuals or corporate entities. The minimum starting share capital is SGD 1, though regulated industries may require more.
Establish a Legal Entity in Singapore: A Step-by-Step Process
The incorporation process in Singapore is fully digital. That said, preparation matters. Having your documents ready before you begin will help you avoid delays and possible rejection of your application.
Preparing Incorporation Documents
Before filing, you’ll need to assemble several key documents: the company constitution (or you can adopt ACRA’s model constitution), identification details for all directors and shareholders, your registered address, and your share capital structure.
If any directors or shareholders are located outside Singapore, a registered filing agent must submit the application on your behalf.
Filing With ACRA
Applications are submitted electronically through ACRA’s BizFile+ portal. The total government fees come to SGD 315 (SGD 15 for name reservation, plus SGD 300 for registration).
Routine applications are approved within one to three business days, though cases involving regulated terms can take up to 14 working days. Once approved, ACRA issues a Unique Entity Number (UEN) and an electronic Certificate of Incorporation.
Post-Incorporation Setup Tasks
After approval, there are several other items to complete and cross off the checklist:
- Open a Singapore corporate bank account
- Issue share certificates to shareholders
- Set up statutory registers and maintain corporate records
- Register for applicable taxes with the Inland Revenue Authority of Singapore (IRAS)
- Appoint auditors (if required)
One common surprise for business owners is the fact that opening a corporate bank account can sometimes take longer than the incorporation itself due to compliance checks. So, plan accordingly.
Tax Registration and Ongoing Tax Obligations
Singapore’s tax rates are genuinely competitive, and the incentive schemes for new companies can reduce your effective rate well below the headline number. But IRAS expects precision in return. Deadlines are firm, penalties are automatic, and the filing obligations start from your first financial year.
Corporate Income Tax
The headline corporate tax rate is 17% on chargeable income, but newly incorporated companies rarely pay that full amount. Under the Start-Up Tax Exemption (SUTE) scheme, qualifying startups get a 75% exemption on their first SGD 100,000 of chargeable income and 50% on the next SGD 100,000, across their first three years of assessment.
Your company will need to file annual tax returns with IRAS. An Estimated Chargeable Income (ECI) submission is also due within three months of the financial year ending.
Goods and Services Tax (GST)
If your company’s annual taxable turnover crosses SGD 1 million, you’re required to register for GST. The rate is currently 9%. Once registered, you’ll need to charge GST on taxable supplies and submit quarterly returns through IRAS’s myTax Portal.
Payroll and Employer Tax Obligations
Any employee who is a Singapore citizen or permanent resident triggers Central Provident Fund (CPF) obligations. For workers aged 55 and under, the employer contributes 17% and the employee 20%, calculated on monthly wages up to the ordinary wage ceiling of SGD 8,000.
Foreign employees on work passes are exempt from CPF, but you’re still on the hook for annual income reporting to IRAS.
Hiring Employees Through a Singapore Entity
Once you’re employing people through your own entity, you assume all the obligations of an employer under Singapore law. The regulatory framework is clear and generally favorable to businesses, but getting the details wrong on contracts, benefits, or payroll can lead to penalties from the Ministry of Manpower (MOM).
Employment Contracts and Local Labor Laws
Every employment agreement must comply with the Employment Act, administered by MOM and governing everything from working hours and overtime to leave entitlements and termination procedures. Employers must provide employees with written key employment terms within 14 days of their start date.
Mandatory Benefits and Employer Contributions
Beyond CPF contributions, employers in Singapore are also required to provide several statutory benefits, including:
- Paid annual leave, starting at seven days in the first year and increasing by one additional day each year, up to 14 days
- 11 paid public holidays annually
- 14 days of paid outpatient sick leave and up to 60 days of paid hospitalization leave (including the outpatient leave)
- 16 weeks of government-paid maternity leave for eligible mothers of Singapore citizen children
- Four weeks of mandatory government-paid paternity leave for births on or after April 1, 2025
Payroll Setup and Ongoing Administration
Payroll in Singapore goes beyond simply paying salaries each month. Employers also need to:
- Accurately calculate wages
- Submit CPF contributions by the 14th of the following month
- Provide itemized payslips
- Complete annual income reporting to IRAS
Missing a CPF deadline can trigger automatic penalties that add up quickly.
Ongoing Compliance and Corporate Maintenance
Getting incorporated is often the easy part. Staying compliant is where the real work begins. Both ACRA and IRAS expect companies to meet their annual filing obligations on time, and falling behind can lead to penalties ranging from fines to, in serious or repeated cases, director disqualification.
Annual Filings and Corporate Records
The Companies Act requires every Singapore-incorporated company to file an annual return with ACRA, covering financial statements, director and shareholder details, and changes to share capital.
The filing fee is SGD 60, but missing the deadline gets expensive quickly. Late filings incur a SGD 300 penalty within the first three months, rising to SGD 600 thereafter. Companies are also expected to keep statutory registers, board minutes, and corporate records up to date year-round.
Accounting and Financial Reporting
Every company is required to prepare financial statements under Singapore Financial Reporting Standards (SFRS), although smaller private companies can sometimes skip the full statutory audit.
The Companies Act provides an exemption if you meet at least two of these three criteria for two consecutive financial years:
- Revenue under SGD 10 million
- Total assets under SGD 10 million
- Fewer than 50 employees
But even with an exemption, you still have to prepare unaudited statements and file them with ACRA.
Changes to Directors, Shareholders, or Structure
Whenever you change a director, shareholder, or registered address, ACRA expects to be notified within 14 days. Missing that window can lead to fines, and in more serious cases, company officers can face prosecution.
Alternatives to Establishing a Legal Entity
If you have big expansion plans in Singapore and need a full-scale local operation, incorporating makes sense.
But for companies that only need to bring on a few employees, incorporation can be hard to justify. Between setup costs, annual filings, and ongoing compliance overhead, the math often doesn’t work for a small team. An Employer of Record (EOR) is often a faster, more cost-effective option in such situations.
An EOR like RemoFirst lets you employ people in Singapore without setting up a local entity. We handle employment contracts, payroll, CPF contributions, benefits administration, and local tax compliance, while you retain full control over your team’s day-to-day work.
Schedule a demo to learn how RemoFirst can support your Singapore expansion as well as help you employ talent across 185+ other countries.
