Rules & Regulations To Follow While Establishing a Foreign Company in Singapore

Singapore remains one of the world’s most attractive destinations for global business expansion. Its political stability, pro-business regulations, and transparent tax system make it a leading hub for entrepreneurs and multinational companies alike.

Establishing a company in Singapore is efficient, but compliance with the Accounting and Corporate Regulatory Authority (ACRA), the Inland Revenue Authority of Singapore (IRAS), and the Ministry of Manpower (MOM) is essential for smooth operations.

1. Understanding Singapore’s Business Environment

Singapore’s legal and regulatory infrastructure ranks among the most business-friendly worldwide. Company incorporation is fully digital through ACRA’s BizFile+ portal, where name approval, officer appointments, and filing can all be completed online. Foreign investors benefit from full ownership rights, clear company law under the Companies Act (Cap. 50), and predictable enforcement.

2. Choosing the Right Business Structure

Foreign investors can register their Singapore business under three main structures:

• Subsidiary Company (Pte. Ltd.) – A separate legal entity with limited liability; the most common structure for foreign-owned companies.

• Branch Office – An extension of the parent company; profits are taxable in Singapore.

• Representative Office – For market research or liaison purposes; cannot generate income.

Each model carries different levels of liability and reporting, so choosing based on long-term plans and banking or immigration needs is vital.

3. Statutory Requirements for Incorporation

Once a company name is approved, ACRA requires the following:

• Resident Director – Every company must appoint at least one director who is ordinarily resident in Singapore (Singapore citizen, PR, or valid Employment / EntrePass holder).

  See official ACRA guidance → Resident Director & Officer Requirements.

• Company Secretary – Must be appointed within six months of incorporation and be ordinarily resident in Singapore.

• Registered Office Address – Must be a physical Singapore address (not a P.O. Box) open at least three hours on business days.

• Share Capital – Minimum issued capital SGD 1 ; most firms start with SGD 1 000 – 50 000 for credibility.

• Audit Exemption – Companies meeting two of three criteria (revenue ≤ S$10 M, assets ≤ S$10 M, ≤ 50 employees) qualify as “small companies” and are exempt from annual audit.

• Beneficial Ownership (RORC) – From June 2025, companies must file and update their Register of Registrable Controllers with ACRA within two business days of any change (see ACRA guidance → Register of Registrable Controllers (RORC)).

4. Incorporation Timeline & Costs

Once due-diligence (KYC) is complete, ACRA incorporation typically finishes within 1 – 3 business days. Including compliance checks and banking, the full setup generally takes about 1 – 2 weeks.

Government fees (ACRA):

• Company name application – SGD 15

• Incorporation filing – SGD 300

Registered-office and secretarial services may be outsourced; a virtual address that meets ACRA requirements is fully acceptable.

5. Taxation & GST Obligations

Singapore’s tax system is internationally recognized for its simplicity and competitiveness. According to IRAS – Corporate Income Tax Rates:

• Headline Rate: 17 % flat on chargeable income.

• Start-Up Tax Exemption (SUTE): For the first 3 Years of Assessment, 75 % exemption on the first S$100 000 and 50 % on the next S$100 000.

• Partial Tax Exemption (PTE): After that, 75 % exemption on first S$10 000 and 50 % on next S$190 000.

• Goods & Services Tax (GST): 9 % as of 1 January 2025; registration mandatory if taxable turnover exceeds S$1 million in 12 months.

Tax Filings & Annual Compliance

• File Estimated Chargeable Income (ECI) within 3 months after FYE (unless exempt).

• Submit Form C-S / Form C by 30 November each year.

• Hold AGM within 6 months after FYE and file Annual Return with ACRA within 7 months after FYE. Companies must retain financial records for at least five years for audit and tax purposes.

6. Employment & Work Passes

To hire foreign professionals or relocate management, companies must comply with the Ministry of Manpower (MOM).Under MOM – Employment Pass Eligibility, the Employment Pass (EP) requires a minimum qualifying salary of S$5 000 per month (higher for finance and senior roles).Other options include the EntrePass (for innovative start-ups) and Dependent Pass for eligible family members. Until an EP is approved, foreign shareholders often appoint a local resident director to meet ACRA’s requirements temporarily. All directors — including nominees — carry full legal responsibility under Singapore law.

7. Ongoing Governance & Annual Maintenance

• Maintain a local company secretary and registered office.

• Prepare financial statements in Singapore Financial Reporting Standards (SFRS); most companies file in XBRL format through BizFile+.

• Keep Registers of Members, Directors, and Controllers updated at all times.

• Comply with annual ACRA and IRAS deadlines to avoid penalties and protect good standing.

Conclusion — How Mirr Asia Can Help

Incorporating a foreign company in Singapore is efficient when done right. Mirr Asia Business Advisory assists with end-to-end compliance — from ACRA incorporation and resident director provision to secretarial maintenance, tax filings, and MOM work passes. With local expertise and bilingual support, our team ensures your Singapore entity meets every regulatory requirement and remains fully compliant year-round.