Q&A about setting up foreign-owned Limited Liability Company in Singapore

Q&A about setting up foreign-owned Limited Liability Company in Singapore

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WFOE Registration, Work Permit, Special Industry Permit application according to Singapore Regulations, we need to do KYC (Know Your Client) before engagement with your assignment.

Email: sin4ww@evershinecpa.com

Singapore CPA Lau Wei-Koon, speak in both English and Chinese
215 Henderson Road #03-03 Henderson Industrial Park Singapore 159554

Drafted by Dale Chen 20230725 v1
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Singapore Foreign-funded Limited Liability Company
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Singapore – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Singapore?

  1. Subsidiary Company: A subsidiary company is a private limited company where the majority of shares are owned by a foreign company (parent company). It can be a company limited by shares, a company limited by guarantee and an unlimited company.
  2. Branch Office: A branch office is an extension of a foreign company and does not have a separate legal identity. The activities of the branch are limited to those of its parent company and are subject to certain restrictions based on the nature of the parent company’s business.
  3. Representative Office: A representative office is set up solely for conducting market research, feasibility studies, and promotional activities on behalf of the foreign company. It is not allowed to engage in profit-generating activities and has no legal status.
  4. Regional Headquarters (RHQ): An RHQ is a company established by a foreign company to oversee and manage its subsidiaries and affiliates in the region. It serves as a strategic decision-making center.
  5. International Headquarters (IHQ): An IHQ is similar to an RHQ but has added benefits, such as tax incentives and relaxed regulations, to attract multinational companies to use Singapore as their global base for managing their international operations.
  6. Limited Liability Partnership (LLP): Foreign companies can also set up an LLP in Singapore. An LLP is a partnership where the partners have limited liability, and it combines some characteristics of a partnership and a private limited company.
  7. Joint Venture: Foreign companies can enter into joint ventures with local Singaporean companies to collaborate on specific projects or ventures. A joint venture is usually governed by a separate agreement.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Singapore?

  1. Reserve Company Name: Choose a unique name for your company and ensure it complies with Singapore’s naming guidelines. You can check the availability of the name and reserve it through the BizFile+ website or the services of a registered filing agent.
  2. Appoint Directors and Shareholders: A Singapore LLC must have at least one director who is a Singaporean citizen, permanent resident, or an Employment Pass holder. Foreigners can also act as directors. The company must have at least one shareholder, and 100% foreign ownership is allowed.
  3. Engage a Company Secretary: Within six months of incorporation, appoint a company secretary who must be a resident of Singapore. This person ensures compliance with statutory requirements.
  4. Registered Address: Have a local physical address in Singapore to serve as the registered address of the company. P.O. Box addresses are not acceptable.
  5. Paid-Up Capital: Decide on the initial paid-up capital for the company. Singapore does not impose any minimum capital requirements.
  6. Submit Incorporation Documents: Prepare the necessary incorporation documents, including the Memorandum and Articles of Association (MAA) and file them with the Accounting and Corporate Regulatory Authority (ACRA) through the BizFile+ portal.
  7. Obtain Necessary Licenses and Permits: Depending on your business activities, you may need specific licenses or permits to operate legally in Singapore. Check with relevant authorities for any industry-specific requirements.
  8. Company Registration: Once ACRA reviews and approves the incorporation documents, you will receive the Certificate of Incorporation, indicating the successful registration of your Foreign-funded Limited Liability Company.
  9. Open a Corporate Bank Account: With the Certificate of Incorporation, you can proceed to open a corporate bank account in Singapore to facilitate business transactions.
  10. Goods and Services Tax (GST) Registration: If your company’s annual turnover is expected to exceed S$1 million, you must register for GST.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Singapore’s foreign-funded Limited Liability companies?

  1. Director:
    • A director must be at least 18 years old.
    • Must not be an undischarged bankrupt.
    • Must not have any disqualifications under the Companies Act or other relevant regulations.
  2. Manager/Supervisor:
    • The term “manager” or “supervisor” is not specific to a designated position but generally refers to individuals responsible for managing the company’s operations or overseeing specific departments or functions.
    • The qualifications and requirements for managers or supervisors may vary depending on the nature of the business and the specific job responsibilities.
  3. Company Secretary:
    • The company secretary must be a natural person and a resident of Singapore. A resident is defined as a Singapore citizen, a Singapore permanent resident, or an Employment Pass holder.
    • A sole director cannot act as the company secretary. If there is only one director in the company, an additional person must be appointed as the company secretary.
    • The company secretary must have the requisite knowledge and experience to discharge the duties of the position.

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How long the share capital of a Singapore Foreign-funded Limited Liability Company must be hold before it can be sold?

There is no specific minimum duration for which the share capital of a Singapore Foreign-funded Limited Liability Company (LLC) must be held before it can be sold.
Shareholders in a Singapore LLC have the flexibility to transfer or sell their shares at any time, subject to the company’s constitution and any contractual agreements among the shareholders.
However, it’s essential to consider the following points:

  1. Pre-emptive Rights: The company’s constitution or shareholder agreement may include pre-emptive rights, which give existing shareholders the first opportunity to purchase the shares being sold before they are offered to external parties. Pre-emptive rights help maintain the existing ownership structure and protect shareholders’ interests.
  2. Regulatory Requirements: Although there is no minimum holding period mandated by law, it is crucial to comply with any regulatory requirements related to the sale of shares, such as reporting the share transfer to the relevant authorities or obtaining necessary approvals, if applicable.
  3. Shareholders’ Agreement: If the company has a shareholders’ agreement in place, it may include provisions related to the sale or transfer of shares, such as restrictions on selling shares to certain parties or requiring shareholder consent for share transfers.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Singapore?

Singapore does not require a resident shareholder for the incorporation of a Foreign-funded Limited Liability Company (LLC).
Foreign investors can hold 100% of the shares in a Singapore LLC, and there is no mandatory requirement for a local resident to be a shareholder.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Singapore?

Singapore requires at least one resident director for the incorporation of a Foreign-funded Limited Liability Company (LLC).
The resident director must be an individual who is a Singaporean citizen, a Singapore permanent resident, or a holder of an Employment Pass (EP) or EntrePass.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Singapore?

A company secretary is required for the incorporation of a Foreign-funded Limited Liability Company (LLC) in Singapore.
The company secretary must be a natural person and a resident of Singapore.
A resident is defined as a Singapore citizen, a Singapore permanent resident, or an Employment Pass holder.

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What are the qualifications of a legal representative in Singapore Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Singapore?

If a foreign company is setting up a subsidiary or branch office in Singapore, it can appoint a person to represent the foreign company in Singapore.
This person is commonly known as the “local agent” or “authorized representative.”
Here are the qualifications and requirements for a local agent or authorized representative:

  1. Residency Status: The local agent or authorized representative must be a resident of Singapore. A resident is defined as a Singapore citizen, a Singapore permanent resident, or a holder of an Employment Pass (EP) or other valid work pass that allows them to work in Singapore.
  2. Authorization: The local agent or authorized representative must be duly authorized by the foreign company to act on its behalf in Singapore. This authorization is typically established through a Power of Attorney or other legal documentation.
  3. Responsibilities: The local agent or authorized representative is responsible for representing the foreign company’s interests and acting as a liaison with Singaporean authorities and regulatory bodies.
  4. Company Secretary Role: It’s important to note that the local agent or authorized representative is not the same as the company secretary. The company secretary is a separate role required for the Singapore company and must be a natural person who is a resident of Singapore.

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Is it possible to establish a Singapore foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a Singapore foreign-owned company through an offshore company acting as a holding company.
This structure is commonly known as a “Singapore Subsidiary” or “Singapore Holding Company Structure.”
Here’s how the structure typically works:

  1. Offshore Holding Company: The foreign company (holding company) is set up in an offshore jurisdiction, which may be a tax-friendly location with favorable corporate laws.
  2. Singapore Subsidiary: The offshore holding company establishes a wholly-owned subsidiary in Singapore. The Singapore subsidiary is the locally incorporated company in Singapore.
  3. Ownership: The offshore holding company holds 100% ownership of the Singapore subsidiary. In this way, the Singapore subsidiary becomes a foreign-owned company.
  4. Business Operations: The Singapore subsidiary conducts its business operations in Singapore while being under the control and ownership of the offshore holding company.

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What are the special features of Singapore wholly foreign-owned limited liability corporation (LLC)?

  1. 100% Foreign Ownership: Foreign investors can hold 100% of the shares in a Singapore LLC, allowing them to have full control and ownership of the company without the need for local partners or shareholders.
  2. Limited Liability Protection: The LLC structure provides limited liability protection to its shareholders. The shareholders’ personal assets are separate from the company’s liabilities, offering a level of protection for their personal wealth.
  3. Ease of Incorporation: Singapore has a straightforward and efficient company incorporation process. The process can be completed relatively quickly, allowing businesses to start operations promptly.
  4. Business-Friendly Environment: Singapore is known for its business-friendly environment, efficient regulatory framework, low corruption levels, and strong legal system. These factors contribute to a conducive environment for foreign businesses to thrive.
  5. Attractive Tax System: Singapore offers a competitive tax system with low corporate tax rates and various tax incentives for specific industries and activities. This can help businesses optimize their tax planning and reduce their tax burden.
  6. Access to Double Taxation Treaties: Singapore has an extensive network of double taxation avoidance treaties with many countries. This helps to prevent double taxation of income in both Singapore and the foreign investor’s home country.
  7. Strategic Location: Situated in the heart of Southeast Asia, Singapore serves as an excellent gateway to the wider Asia-Pacific region. Its strategic location offers access to a large consumer market and a diverse range of business opportunities.
  8. Skilled Workforce: Singapore has a well-educated and skilled workforce, making it easier for companies to find talent for their operations.
  9. Political Stability and Infrastructure: Singapore enjoys political stability and a robust infrastructure, including modern transportation, communication, and technology facilities.
  10. Protection of Intellectual Property: Singapore has strong intellectual property protection laws, providing safeguarding for a company’s innovations and proprietary assets.

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Singapore Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Singapore foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Singapore does not have a positive or negative list for foreign investment industries and products.
Instead, Singapore follows an open and liberal approach to foreign investment, welcoming investment from various sectors and countries.
In Singapore, there are no specific restrictions on foreign investment based on industries or products.
Foreign investors are generally allowed to invest in almost all sectors and industries without any discriminatory measures.
However, there may be certain regulations or licensing requirements for specific industries or activities, but these apply equally to both local and foreign investors.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

Singapore does not have a formal positive list, negative list, or a list of prohibited industries for foreign investment.
Instead, Singapore maintains an open and liberal approach to foreign investment, allowing foreign investors to participate in various industries without discriminatory measures.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

Singapore does not have a formal negative list or a list of industries that are not allowed for foreign investment.
Instead, Singapore maintains an open and liberal approach to foreign investment, allowing foreign investors to participate in almost all sectors and industries without restrictions.

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What are the restriction on foreign investment in Singapore? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

  1. Minimum Share Capital: Singapore does not have a specific minimum share capital requirement for all companies. The share capital can be as low as SGD 1, but it is recommended to have sufficient capital to support the company’s planned activities and operational needs.
  2. Foreign Shareholding Ratio: There are no specific restrictions on the foreign shareholding ratio for most industries in Singapore. Foreign investors are generally allowed to hold 100% ownership of a company in most sectors, except for specific industries that have specific requirements or licensing regulations.
  3. Licensed Industries: Some industries in Singapore require licenses or permits to operate, and these licenses may have specific requirements regarding shareholding ratio or directorship. Examples of licensed industries include financial services, telecommunications, media, education, and healthcare.
  4. Director Requirements: At least one director of a company must be ordinarily resident in Singapore. This means the director must be a Singapore citizen, Singapore permanent resident, or an Employment Pass holder (a valid work pass in Singapore).
  5. Company Secretary: Every company in Singapore is required to appoint a qualified company secretary within six months of incorporation. The company secretary must be a natural person who is a resident of Singapore.
  6. Real Estate: For certain real estate activities, such as property development and property agency services, foreign investors may need to obtain approval from the relevant authorities.

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What are the licensed industries in Singapore?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

Examples of licensed industries in Singapore include:

  1. Financial Services: Activities related to banking, insurance, asset management, and other financial services are regulated by the Monetary Authority of Singapore (MAS). Foreign banks and financial institutions may need to obtain specific licenses from MAS to operate in Singapore.
  2. Telecommunications: Companies providing telecommunication services in Singapore are regulated by the Infocomm Media Development Authority (IMDA). Licenses are required for operating telecommunication networks and services.
  3. Media: Companies engaged in broadcasting, publishing, and content creation may require licenses from the IMDA.
  4. Education: Private educational institutions, including schools, colleges, and universities, are subject to licensing and regulation by the Committee for Private Education (CPE).
  5. Healthcare: Companies operating medical clinics, hospitals, or other healthcare facilities may need to comply with regulations from the Ministry of Health (MOH).
  6. Environmental Services: Businesses involved in waste management and environmental services may require licenses from the National Environment Agency (NEA).
  7. Travel Agencies: Companies providing travel agency services must be licensed by the Singapore Tourism Board (STB).
    The difference between industries that allow foreign investment, industries that restrict foreign investment (licensed industries), and industries that do not allow foreign investment lies in the level of regulation and oversight applied to foreign investors.
  8. Industries that allow foreign investment: In Singapore, most industries allow foreign investment without specific restrictions on ownership or shareholding ratios. Foreign investors are generally allowed to hold 100% ownership in companies operating in these industries.
  9. Licensed industries (restrict foreign investment): In licensed industries, specific regulatory requirements or licensing procedures may apply to both local and foreign investors. While foreign investors are generally allowed to participate in these industries, they need to adhere to the licensing conditions set by the relevant regulatory authorities.
  10. Industries that do not allow foreign investment: There were no industries in Singapore that outright prohibit foreign investment. Singapore generally welcomes foreign investment and has an open and liberal policy towards foreign investors.

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Singapore-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Singapore?
Are there different documents for different countries?

  1. Memorandum and Articles of Association (MAA): This document outlines the company’s constitution, including its name, registered address, objectives, share capital, and the rights and responsibilities of shareholders.
  2. Declaration of Compliance: A declaration signed by the proposed directors and company secretary stating that all legal requirements for incorporation have been complied with.
  3. Identification Documents: Copies of identification documents, such as passports, for all directors, shareholders, and company secretary.
  4. Shareholders Agreement (if applicable): A legally binding agreement among shareholders that defines their rights and obligations, distribution of profits, and mechanisms for resolving disputes.
  5. Registered Address: A physical address in Singapore where the company will be registered and where official documents can be sent.
  6. Consent to Act as Director/Secretary: Signed consent letters from the appointed director(s) and company secretary, confirming their consent to act in their respective roles.
  7. Description of Business Activities: A detailed description of the company’s proposed business activities and operations.
  8. Capital Injection Details: Information about the share capital, including the amount and currency of the capital to be injected by each shareholder.
  9. Foreign Investment Details (if applicable): For companies with foreign investment, additional documents may be required, such as proof of remittance of foreign funds or relevant approvals from authorities.
  10. Approval Letters (if applicable): Depending on the nature of the business and the industry, certain businesses may require approval from specific government agencies or regulatory bodies.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Singapore?
Are there different document authentication procedures for different countries?

  1. Notarization: The documents are first notarized by a Notary Public or a qualified notary officer in the home country of the foreign investor. Notarization involves verifying the authenticity of the signatures and seals on the documents.
  2. Apostille or Legalization: Depending on the country of origin, the notarized documents may need to go through an apostille or legalization process. An apostille is an internationally recognized form of document authentication that is used in countries that are parties to the Hague Apostille Convention. If the home country is not a member of the Hague Apostille Convention, the documents may require legalization by the embassy or consulate of Singapore in the home country.
  3. Translation: If the original documents are in a language other than English, they must be translated into English by a certified translator.
  4. Singapore Notary Public: After obtaining the appropriate notarization, apostille, or legalization, the documents are submitted to a Singapore Notary Public for further verification.
  5. Consulate/Embassy Endorsement: In some cases, the documents may also need to be endorsed by the Consulate or Embassy of the foreign investor’s home country in Singapore.
    Different countries may have different processes for document certification.

R-sg-llc-4 Singapore – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Singapore with share capital paid in place and opening a bank account? Which one should come first?

  1. Share Capital Payment: After incorporation, the shareholders must transfer the agreed-upon share capital amount to the temporary bank account. This capital is essential to meet the minimum paid-up capital requirement for the LLC, which is usually S$1 or more.
  2. Company Registration Number (CRN): Once the share capital has been paid, the company will be issued a Company Registration Number (CRN) by ACRA.
  3. Bank Account Opening: With the CRN and other relevant documents, you can proceed to open a corporate bank account in Singapore. You will need to approach the bank of your choice and provide the required documents, which may include the CRN, Certificate of Incorporation, MAA, identification documents of directors and signatories, and proof of business activities.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Singapore?

  1. Company Information:
    • Certificate of Incorporation: A document issued by the Accounting and Corporate Regulatory Authority (ACRA) of Singapore confirming the company’s legal existence.
    • Memorandum and Articles of Association (MAA): The company’s constitutional documents outlining its structure and governing rules.
    • Business Profile: Details of the company’s business activities and operations.
  2. Company Structure:
    • List of Directors and Shareholders: Information about the company’s directors and shareholders, including their names, residential addresses, and nationality.
    • Shareholding Structure: Information on the distribution of shares among shareholders.
  3. Identification Documents:
    • Identification of Directors and Signatories: Passport copies and proof of residential addresses of all directors and authorized signatories.
    • Identification of Shareholders: Passport copies and proof of residential addresses of all significant shareholders (those holding substantial shares or voting rights).
  4. Business Activities and Source of Funds:
    • Description of Business Activities: A detailed explanation of the company’s intended business activities and operations.
    • Source of Funds: Information about the origin of the company’s capital and the source of funds used to set up the business.
  5. Additional Documents:
    • Proof of Address: Utility bills or bank statements showing the company’s registered address.
    • Board Resolution: A resolution passed by the board of directors authorizing the account opening and specifying the authorized signatories.
  6. Due Diligence on Beneficial Owners:
    • The bank may conduct due diligence on the beneficial owners of the company, who are individuals holding ultimate ownership or control over the company. This information is used to identify and verify the beneficial owners’ identities.

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Will the bank require a Singapore local director when opening a bank account for a Singapore wholly foreign-owned limited liability company (LLC)?

Yes, when opening a bank account for a Singapore wholly foreign-owned limited liability company (LLC), the bank may require the appointment of a Singapore local director as one of the account signatories.
Having a local director as a signatory is a common requirement by most banks in Singapore.
The presence of a local director provides an added layer of assurance to the bank. Local directors are typically Singapore residents and are subject to Singapore’s laws and regulations.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Singapore?

Some banks may require the foreign legal representative to be physically present for an interview, while others may allow alternative arrangements such as video conferencing or appointing a local representative.

R-sg-llc-5 Singapore – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Singapore send expatriates to Singapore as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes, a Foreign-funded Limited Liability Company (LLC) in Singapore can send expatriates to Singapore to fulfill the Investor’s role or any other key positions in the company.
These expatriates can apply for various types of work passes and permits to work and reside in Singapore.
The main work pass for skilled professionals, including investors, is the Employment Pass (EP).
Here are the general application requirements, documents, and procedures for the EP:
Employment Pass (EP) Requirements:

  1. The applicant must have a job offer from a Singapore-registered company.
  2. The position must meet the qualifying criteria, such as a minimum salary threshold and appropriate educational or professional qualifications.
  3. The employing company must be financially stable and have a good track record.
    Documents for EP Application:
  4. Completed EP application form.
  5. Copy of the applicant’s passport.
  6. Educational certificates and transcripts.
  7. Resume or CV detailing work experience.
  8. Copy of the job offer letter or employment contract from the Singapore company.
  9. Business profile of the Singapore company.
  10. Any other relevant documents requested by the Ministry of Manpower (MOM) of Singapore.
    Procedures for EP Application:
  11. The employing company must submit the EP application online through the MOM’s website.
  12. The application will be reviewed by the MOM, and additional documents or information may be requested.
  13. Upon approval, the applicant will receive an In-Principle Approval (IPA) letter.
  14. The applicant must then travel to Singapore to complete the necessary formalities, including fingerprint registration and obtaining the actual EP.

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Can a Foreign-funded Limited Liability Company in Singapore send expatriates to Singapore as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes, a Foreign-funded Limited Liability Company (LLC) in Singapore can send expatriates to Singapore to work in the employee role.
Here are the main work passes and permits that expatriates may apply for:

  1. Employment Pass (EP): For skilled professionals, managers, executives, and specialists who earn a minimum monthly salary.
  2. S Pass: For mid-level skilled workers who earn a minimum monthly salary.
  3. Work Permit: For semi-skilled or unskilled workers in specific industries.
  4. Training Employment Pass (TEP): For foreign professionals undergoing practical training in Singapore.
  5. Training Work Permit (TWP): For foreign trainees undergoing practical training in Singapore.
  6. EntrePass: For foreign entrepreneurs who want to start and operate a business in Singapore.
    Application Requirements and Documents:
    The specific requirements and documents needed for the work pass or permit application will vary depending on the type of pass and the individual’s qualifications.
    However, some common requirements and documents may include:
    • Passport with a minimum validity of 6 months.
    • Passport-sized photograph.
    • Educational certificates and transcripts.
    • Employment contract or letter of appointment from the Singapore company.
    • Company’s business profile and registration documents.
    • Any relevant work-related certificates or licenses.
    • Medical examination report (some passes may require this).
    Procedures for Work Pass Application:
  7. The employing company must submit the work pass application online through the relevant government agency’s website, such as the Ministry of Manpower (MOM) for EP, S Pass, and Work Permit.
  8. The application will be reviewed by the MOM, and additional documents or information may be requested.
  9. Upon approval, the applicant will receive an In-Principle Approval (IPA) letter.
  10. The applicant must then travel to Singapore to complete the necessary formalities, including fingerprint registration and obtaining the actual work pass or permit.
    Differences for Different Countries:
    The basic application requirements and procedures for work passes in Singapore are generally standardized.
    However, there might be some differences or additional requirements based on the applicant’s nationality and the specific type of work pass applied for.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Singapore when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

  1. Job Scope and Qualifications: The job scope and required qualifications for the position the expatriate will be filling in the company. Singaporean authorities will assess whether the role requires specialized skills that are not readily available in the local labor market.
  2. Monthly Salary: The salary offered to the expatriate should meet the minimum salary criteria for the specific work pass category. Generally, higher-level positions with higher salaries are more likely to qualify for higher-tier work passes.
  3. Company’s Financials: The financial stability and viability of the Foreign-funded LLC are also evaluated. The company’s financial health, paid-up capital, and turnover may be taken into consideration to ensure that the company is financially capable of supporting the employment of expatriates.
  4. Relevancy to Business Activity: The company’s business activity and the role of the expatriate should be relevant and necessary to the business operations in Singapore. This is to prevent misuse of work passes for non-essential roles.
  5. Local Hiring Efforts: The company may be required to demonstrate that it has made efforts to hire local Singaporean workers for the position before considering hiring an expatriate.
  6. Work Pass Quota: Singapore has work pass quotas for companies based on the number of local employees they have. The company must ensure that it has an available quota for hiring foreign workers.
    Relationship with Salary, Capital, and Turnover:
    Higher salaries may qualify the expatriate for an Employment Pass (EP) or S Pass, while lower salaries may limit the options to Work Permits for lower-skilled workers.
    The financial strength of the company, represented by its paid-up capital and turnover, can also influence the work pass application process.
    A company with a solid financial track record and substantial capital is likely to be viewed more favorably by the authorities.
    Differences for Different Countries:
    The basic evaluation factors and requirements for work permits and visas in Singapore are generally standardized and apply equally to all applicants.
    However, the specific salary thresholds, capital requirements, and eligibility criteria for different work pass categories may vary based on the nationality of the expatriate and the nature of the company’s business activities.

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Singapore- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Singapore.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Singapore?

Registered Address:

  1. Physical Address: Every LLC in Singapore must have a registered physical address within Singapore. A post office box cannot be used as the registered address. The registered address is used for official communications with the authorities and must be a physical location where official documents can be delivered and received.
  2. Consent of Use: If the registered address is a property owned by another individual or entity, a Letter of Consent must be obtained from the property owner to use the address as the registered address for the company.
  3. Notification of Change: If there is any change in the registered address after company registration, the company must inform the Accounting and Corporate Regulatory Authority (ACRA) within 14 days of the change.
    Operating Address:
  4. Physical Location: The operating address refers to the actual place where the company conducts its business activities. It can be different from the registered address.
  5. Compliance with Zoning Regulations: Companies must ensure that the operating address complies with the zoning regulations set by the relevant authorities. Some areas may have restrictions on certain types of businesses.
  6. Consent for Virtual Offices: If the company plans to use a virtual office or co-working space as its operating address, it must ensure that the terms and conditions of the office provider allow such usage, and it must obtain necessary consent.
  7. Notification of Change: If there is any change in the operating address, the company should update its records with ACRA promptly.
    Note: The registered address can be used as the operating address if the company operates from the same location.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Singapore?

  1. Physical Address: The registered office address must be a physical location within Singapore. A post office box cannot be used as the registered office address.
  2. Consent of Use: If the registered office address is not owned by the company but by another individual or entity (such as a property management company), the company must obtain a Letter of Consent from the property owner to use the address as the registered office.
  3. Availability and Accessibility: The registered office address must be accessible and available during normal business hours. This ensures that official correspondence and documents can be delivered to and received at the address.
  4. Compliance with Zoning Regulations: The registered office address must comply with zoning regulations set by the relevant authorities. Some areas may have restrictions on certain types of businesses or activities.
  5. Notification of Change: If there is any change in the registered office address after company registration, the company must inform the Accounting and Corporate Regulatory Authority (ACRA) within 14 days of the change.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Singapore.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Singapore?
Is there any requirement for minimum funds to be in place within a certain period?

  1. Authorized Share Capital: The authorized share capital represents the maximum number of shares that a company can issue to its shareholders. There is no minimum requirement for authorized share capital in Singapore.
  2. Registered Share Capital: The registered share capital is the actual value of the shares that have been issued to the shareholders at the time of company registration. It can be any amount as determined by the company.
  3. Paid-up Share Capital: The paid-up share capital represents the portion of the registered share capital that the shareholders have paid for. This is the actual amount of money the shareholders have contributed to the company in exchange for the shares. The minimum paid-up share capital requirement in Singapore is just SGD $1.
    Minimum Funds Requirement:
    There is no specific requirement for a minimum amount of funds to be in place within a certain period after the company registration.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Singapore?

Here are the main components of government fees for incorporating an LLC in Singapore:

  1. Company Name Reservation Fee: Before incorporating a company, the company name must be reserved. The name reservation fee is a fixed fee and is not related to the company’s share capital.
  2. Incorporation Fee: The incorporation fee is a fixed fee for registering a company in Singapore, regardless of the company’s share capital.
  3. Share Capital Fee: There is a fee for stamping the company’s share certificates, which is based on the total share capital amount. However, this fee is usually minimal and does not significantly affect the overall government fees.
  4. Additional Government Requirements: Depending on the company’s nature of business and the industry it operates in, there might be additional government fees or licenses required, but these fees are not directly linked to the share capital.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Singapore
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Singapore?

  1. Unique Entity Number (UEN): The UEN is a standard identification number assigned to business entities in Singapore, including LLCs. It is a 9- or 10-digit alphanumeric code that serves as a company’s unique identifier. The UEN is issued by the Accounting and Corporate Regulatory Authority (ACRA) upon successful incorporation of the company.
  2. Goods and Services Tax (GST) Registration Number: If the company is required to register for GST (Goods and Services Tax) due to its business activities and annual revenue, it will be issued a GST registration number by the Inland Revenue Authority of Singapore (IRAS).
  3. Central Provident Fund (CPF) Registration Number: If the company employs local employees, it may need to register for CPF contributions for these employees. The CPF registration number will be issued by the Central Provident Fund Board.
  4. Work Permit or Employment Pass Number: If the company is sponsoring foreign employees for work passes (e.g., Employment Pass or S Pass), each employee will be assigned a unique work permit or pass number by the Ministry of Manpower (MOM).
  5. Corppass: Corppass is a digital service provided by the Singapore government that allows businesses to access and transact with various government agencies online. It acts as a single digital identity for business owners and key personnel, enabling them to perform various business-related transactions.

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What are the certificate application for the Foreign-funded Limited Liability Company in Singapore as a tax entity?

  1. Unique Entity Number (UEN): The UEN is a unique identification number assigned to all business entities in Singapore. The LLC must apply for a UEN from the Accounting and Corporate Regulatory Authority (ACRA) during the company registration process.
  2. Goods and Services Tax (GST) Registration: If the LLC’s taxable turnover exceeds the GST registration threshold (currently SGD $1 million per year), it is required to register for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS).
  3. Corporate Income Tax Registration: After incorporating the LLC, it is automatically registered with IRAS for corporate income tax purposes. The LLC must file its corporate income tax returns annually.
  4. Central Provident Fund (CPF) Registration: If the LLC has local employees, it must register with the Central Provident Fund Board for CPF contributions.
  5. Employment Pass and Work Passes: If the LLC plans to employ foreign workers, it may need to apply for Employment Pass (EP) or other work passes for these employees through the Ministry of Manpower (MOM).
  6. Customs Registration: If the LLC engages in importing or exporting goods, it may need to register for customs purposes with Singapore Customs.
  7. Withholding Tax: If the LLC pays certain types of income to non-resident individuals or companies, it may have to register for withholding tax purposes with IRAS.
  8. Double Taxation Agreement (DTA) Benefits: If the LLC wishes to claim benefits under the Double Taxation Agreements that Singapore has with other countries, it may need to apply for a Certificate of Residence (COR) from IRAS.

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What are the certificate application for Foreign-funded Limited Liability Company in Singapore in relation to withholding tax on salary and employee benefits?

  1. Income Tax Reference Number (ITRN): This is a unique tax reference number assigned to the company by the Inland Revenue Authority of Singapore (IRAS) for tax purposes. The LLC needs to register for corporate income tax upon incorporation, and the ITRN will be issued as part of the registration process.
  2. Withholding Tax Account Number (WTAN): If the LLC is required to withhold taxes on salary and other payments made to non-resident employees or service providers, it needs to apply for a Withholding Tax Account with IRAS. The WTAN will be used for reporting and remitting the withholding tax amount to IRAS.
  3. Form IR21 Registration: Form IR21 is used for employers to report employment income of employees who are ceasing employment in Singapore or are leaving Singapore for an extended period. If the LLC has foreign employees who are leaving Singapore, it may need to register for Form IR21 submission with IRAS.
  4. Employment Income Reporting via Auto-Inclusion Scheme (AIS): If the LLC is required to submit employment income information to IRAS electronically, it needs to register for the AIS. Under the AIS, employers are required to electronically submit employees’ income details directly to IRAS.
  5. IRAS’ Electronic Filing System (EFS) Access: To file the Form IR8A and other tax-related documents electronically, the LLC may need to obtain access to IRAS’ Electronic Filing System (EFS).
  6. Central Provident Fund (CPF) Registration: If the LLC has local employees, it must register with the Central Provident Fund Board for CPF contributions. CPF contributions are related to employee benefits and retirement savings, but not specifically related to withholding tax on salary.
  7. Employment Pass and Work Passes: If the LLC employs foreign workers, it may need to apply for Employment Pass (EP), or other work passes for these employees through the Ministry of Manpower (MOM).

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Singapore?

  1. Customs Declarations and Permits: If the LLC is involved in importing or exporting goods, it may need to obtain customs declarations and permits from Singapore Customs for the import and export of goods.
  2. Environmental Permits and Licenses: If the LLC’s business activities have environmental implications, it may require permits and licenses from the National Environment Agency (NEA) to ensure compliance with environmental regulations.
  3. Employment Pass (EP) or Work Passes: If the LLC intends to hire foreign employees, it will need to apply for Employment Pass (EP) or other work passes for these employees through the Ministry of Manpower (MOM).
  4. Trade Licenses and Permits: Depending on the nature of the LLC’s business, it may require specific trade licenses or permits from relevant authorities.
  5. Trademark Registration: If the LLC wishes to protect its brand or intellectual property, it may apply for trademark registration with the Intellectual Property Office of Singapore (IPOS).
  6. Data Protection Compliance: If the LLC collects and processes personal data, it needs to comply with Singapore’s Personal Data Protection Act (PDPA).
  7. Occupational Health and Safety Compliance: The LLC needs to ensure compliance with occupational health and safety regulations for the safety and well-being of its employees.

R-sg-llc-8-50
To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Singapore need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

  1. National (Federal) Company Certificate Number: Unique Entity Number (UEN) issued by the Accounting and Corporate Regulatory Authority (ACRA).
  2. National (Federal) Tax Certificate Number: Goods and Services Tax (GST) Registration Number issued by the Inland Revenue Authority of Singapore (IRAS) if applicable.
  3. Social Insurance Card Number: Central Provident Fund (CPF) account registration for employees.
    Other certificates such as provincial (state) company certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, pension certificate number, other funds (housing fund certificate number, labor union certificate number), import and export certificate number, and franchise industry certificate number are not applicable in Singapore as it is a city-state with a centralized government system.

R-sg-llc-9
Incorporation procedures of Singapore-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in Singapore? Documents required? Competent Government unit? Websites?

  1. Choose a Business Name: Select a unique and suitable name for the LLC that complies with Singapore’s naming guidelines.
  2. Appoint a Company Secretary: Appoint a qualified company secretary within six months of incorporation.
  3. Shareholders and Directors: Identify shareholders and directors of the company. At least one director must be a Singaporean resident.
  4. Registered Office Address: Have a local registered office address for the company.
  5. Paid-up Capital: Decide on the initial paid-up capital of the company. There is no minimum requirement.
  6. Company Incorporation: Submit the company registration application online to the Accounting and Corporate Regulatory Authority (ACRA). The application can be done through the BizFile+ portal.
  7. Documents Required:
    • Proposed company name
    • Copy of passport and residential address proof for foreign shareholders and directors
    • Memorandum and Articles of Association (MAA)
    • Registered office address details
    • Company secretary details
    • Share capital information
  8. Approval and Certificate Issuance: Once ACRA approves the application, a Certificate of Incorporation will be issued, confirming the company’s registration.
  9. Tax and Licenses: Register for Goods and Services Tax (GST) if applicable. Obtain any required licenses or permits for specific industries.
  10. Bank Account Opening: Open a corporate bank account in Singapore to facilitate business transactions.
  11. Work Passes (if applicable): If foreign employees are to be hired, apply for relevant work passes (e.g., Employment Pass) through the Ministry of Manpower (MOM).
  12. Annual Compliance: Fulfill annual compliance requirements such as filing annual returns, financial statements, and tax returns.
    Competent Government Unit: The competent government unit for company registration and incorporation is the Accounting and Corporate Regulatory Authority (ACRA) in Singapore.
    Websites: For detailed information and online services related to company registration in Singapore, you can visit the following websites:
    • ACRA (Accounting and Corporate Regulatory Authority):     https://www.acra.gov.sg/
    • BizFile+: https://www.bizfile.gov.sg/

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Singapore?

  1. Business Environment: Evaluate Singapore’s business environment, economic stability, and its reputation as a global financial and trading hub. Consider factors like ease of doing business, political stability, and strong legal framework.
  2. Market Opportunities: Assess the market opportunities and potential for your business in Singapore. Consider the demand for your products or services, competition, and target audience.
  3. Regulatory Framework: Understand Singapore’s regulatory framework and legal requirements for setting up and operating a foreign-owned LLC. Ensure compliance with company laws, tax regulations, and other relevant legislation.
  4. Taxation: Consider Singapore’s favorable tax regime, including the absence of capital gains tax, dividend tax exemption, and low corporate tax rates. Evaluate how it aligns with your company’s financial goals.
  5. Ownership and Control: Determine the shareholding structure and level of control you wish to maintain in the company. Singapore allows 100% foreign ownership in most industries.
  6. Capital Requirements: Assess the initial and ongoing capital requirements of your business. Singapore does not have a minimum share capital requirement for LLCs.
  7. Legal Entity: Choose the appropriate legal entity structure that suits your business needs. LLC is a popular choice due to its limited liability protection.
  8. Workforce and Talent: Evaluate Singapore’s skilled and diverse workforce, as well as the availability of talent in your industry. Consider work permit requirements if you plan to hire foreign employees.
  9. Location and Infrastructure: Consider the strategic location of Singapore in Asia and its excellent infrastructure, which facilitates international trade and connectivity.
  10. Intellectual Property Protection: Evaluate Singapore’s robust intellectual property protection and its importance for your business’s long-term success.
  11. Corporate Support Services: Explore the availability of corporate services providers, legal advisors, and accounting firms to assist with company registration, compliance, and other corporate matters.
  12. Residency and Presence: If required, consider the need for having a local director or resident representative to meet legal requirements.
  13. Cultural and Language Considerations: Understand the local culture, business practices, and language diversity in Singapore.

Contact Us

Singapore Evershine BPO Service Limited Corp.
E-mail: sin4ww@evershinecpa.com
Singapore CPA Lau Wei-Koon, speak in both English and Chinese
215 Henderson Road #03-03 Henderson Industrial Park Singapore 159554

or
For investment structure relevant with multi-national tax planning and Financial & Legal Due Diligence for M&A (Merge and Acquisition), email to HQ4sin@evershinecpa.com
Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable to your case.
Email address:dalechen@evershinecpa.com
linkedin address: Dale Chen

Additional Information

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