Choosing the Right Business Structure in Singapore

Business activities may be carried out through a Singapore incorporated company, a branch registered under the Singapore Companies Act, a sole proprietorship, a partnership or a limited liability partnership. Representative offices may also be established but conditions apply.

Approval, Permits and Licenses

There is no restriction on the types of business that may be undertaken as long as the proposed activities are permissible under the Singapore law., However, there are some activities that require special licenses from the government agency responsible for regulating the specific industries e.g. banks,  insurance, fund management companies, private schools and travel agents.

Special import licences will also be required if the Singapore government categorises a particular product as being a threat to the general health, security, safety or social decency . e.g. tobacco and tobacco products, liquor and cosmetics. 

Regulation of Foreign Investment

There are no controls on currency exchange.

Foreign investment in local banks and newspaper publishing companies is controlled. On the other hand, foreign investment in commercial, industrial or retail properties is unrestricted but certain restrictions are placed on foreigners acquiring landed and certain non-landed low-rise residential properties. 

Limited Liability Partnership (LLP)

An LLP gives the owners the flexibility of operating as a partnership whilst giving them limited liability. It combines the benefits of a partnership with those of private limited companies.

The LLP is a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession. Any change in the partners of a LLP shall not affect its existence, rights or liabilities.

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. However, a partner may be held personally liable for claims from losses resulting from his own wrongful act or omission. That said, a partner shall not be personally liable for such wrongful acts or omissions of any other partner of the LLP.

An LLP is required to keep such accounting and other records which sufficiently explain the transactions and financial position of the LLP.

Sole Proprietorship or Partnership

These are the simplest forms of business organisation and are usually more suitable for small-scale businesses. Both the sole proprietor and the partners are subject to unlimited liability with regard to the debts of the business.

Any person who is carrying on business in Singapore either as a sole proprietor or in partnership is required to register a business firm with ACRA. However, some forms of businesses, which are carried out by professionals such as architects, engineers and doctors, are instead required to register with their respective professional bodies. A sole proprietorship or partnership may be required to appoint a manager who is responsible for the management of the business. Where the sole proprietor or each of the partners of a business firm is a foreigner, the manager must be a Singapore citizen, a Singapore permanent resident or a valid employment pass holder.

Representative Office

A foreign office may establish a presence in Singapore by setting up a representative office.

A representative office is prohibited from carrying on a business in Singapore, as technically it has no legal corporate status in Singapore. Registration of a representative office should be considered when a foreign company wishes to test the business environment in Singapore before making investment decisions. It must confine its activities to market research, feasibility studies, promotional and liaison work on behalf of the parent company.

Approval for the establishment of a representative office must be obtained from IE Singapore.

Branch

A foreign company which intends to carry on business in Singapore, but which does not wish to incorporate a Singapore company may register a branch under the Companies Act. The registration must be completed before the branch commences business.

Under the Singapore Companies Act, a branch is classified as a foreign company. There must be at least two agents (being natural persons resident in Singapore) who are duly appointed by the company (i.e. head office) by way of a power of attorney or memorandum of appointment.

A foreign company is required to file with ACRA audited Singapore branch accounts and its own audited accounts within two months of the company’s annual general meeting being held. These accounts are available for inspection by the public on payment of a small fee.

Private Company (LLC or Pte Ltd)

A private company is easily identifiable by its name which contains the word “Private” (abbreviated to be “Pte.”) or “Sendirian” (a word in malay and abbreviated to be “Sdn.”).

A private company is a locally incorporated company where the number of shareholders is limited to 50.

The liabilities of the shareholders in respect to its debts or the contribution of assets upon winding up is limited to the amount that the shareholders have committed to. 

Public Company

There are 2 types of public companies in Singapore. The first type is one which generally desires to raise capital from the public. It includes all those companies whose shares are listed on the Singapore Exchange Limited (SGX), either on the main board or the secondary board known as Catalyst. A company with more than 50 shareholders is a public company even if its shares are not listed on the SGX.

The other type of public company is the company limited by guarantee. Commonly used for the purpose of charity or to serve other national or public interests.

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