There are a number of alternative structures through which business can be conducted. Choosing the most appropriate structure for your business requires careful thought. Below we overview some of the most commonly asked questions and key matters to be considered.
The operating structure determines a business’s legal, financial reporting, auditing and taxation status. To assist with the future growth and development of the business while meeting the various needs of its owner(s), the operating structure requires careful selection to avoid the need to amend it at a later date that may be difficult and expensive to implement due to legal costs and taxation implications.
Self-employment / Sole Proprietor, Partnership (General and limited partnership), Company.
|Sole – Proprietorship||Partnership||Limited Partnership (LP)||Limited Liability Partnership (LLP)||Company|
|Legislation||Business Registration Act||Partnership Act||Limited Partnership Act||Limited Partnership Act||Companies Act|
|Definition||A business owned by one person||An association of two or more persons carrying on business in common with a view to profit||A partnership consisting of two or more persons, with at least one general partner and one limited partner||A partnership where the individual partner’s own liability is generally limited||A business form which is a legal entity separate and distinct from its shareholders and directors|
|Owned by||One person / corporation (can be local, foreigner, company)||Generally between 2 and 20 partners. A partnership of more than 20 partners must incorporate as a company under the Companies Act, Chapter 50 (except for professional partnerships) (can be local, foreigner, company||At least 2 partners; one general partner and one limited partner. No maximum limit. (can be local, foreigner, company||At least 2 partners, no maximum limit. (can be local, foreigner, company, another LLP but must have one local manager)||Exempt Private Company –20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members (can be local, foreigner, company)|
|Legal Status||Not a separate legal entity Owner has unlimited liability Can sue or be sued in individual’s own name Can also be sued in business name Can own property in individual’s name Owner personally liable for debts and losses of business||Not a separate legal entity Partners have unlimited liability Can sue or be sued in firm’s name Cannot own property in firm’s name Partners personally liable for partnership’s debts and losses incurred by other partners||Not a separate legal entity
General partner has unlimited liability
Limited partner has limited liability
Can probably sue or be sued in firm’s name
Cannot own property in firm’s name
General partner personally liable for debts and losses of the LP
Limited partner not personally liable for the debts or obligations of LP beyond amount of his agreed contribution
|A separate legal entity from its partners Partners have limited liability Can sue or be sued in LLP’s name Can own property in LLP’s name Partners personally liable for debts and losses resulting from their own wrongful actions Partners not personally liable for debts and losses of LLP incurred by other partners||A separate legal entity from its members and directors Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company|
|Registration Requirements||Age 18 years or above. Singapore citizen/ Singapore permanent resident/ EmploymentPass/ DependentPass holder. If owner not resident in Singapore, he must appoint a local manager who is ordinarily resident in Singapore Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become a registrant of an existing business name, or renew their business name registration Undischarged bankrupts cannot manage business without court or Official Assignee’s approval||Age 18 years or above. Singapore citizen/ Singapore permanent resident/ EmploymentPass/ DependentPass holder. If owners not resident in Singapore, they must appoint a local manager who is ordinarily resident in Singapore Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become a registrant of an existing business name, or renew their business name registration Undischarged bankrupts cannot manage business without court or Official Assignee’s approval||At least one general partner and limited partner. Both can be individuals (at least 18 years old) or body corporate (company or LLP). If all general partners are ordinarily resident outside Singapore, they must appoint a local manager who is ordinarily resident in Singapore Self-employed persons must top up their Medisave account with the CPF Board before they register as a partner of a new LP, become a registered partner of an existing LP, or renew their LP registration Undischarged bankrupts cannot manage business without court or Official Assignee’s approval||At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP) At least one manager ordinarily resident in Singapore and at least 18 years old Undischarged bankrupts cannot manage business without court or Official Assignee’s approval||At least one shareholder At least one director ordinarily resident in Singapore, at least 18 years old If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower Undischarged bankrupts cannot be a director and cannot manage a company without court or Official Assignee’s approval|
|Formalities and Expenses||Quick and easy to set up Easy to administer and manage Registration cost is minimal Less administrative duties to adhere to Must renew registration annually||Quick and easy to set up Easy to administer and manage Registration cost is minimal Less administrative duties to adhere to Must renew registration annually||Quick and easy to set up Easy to administer and manage Registration cost is minimal Less administrative duties to adhere to Must renew registration annually||Quick and easy to set up Fewer formalities and procedures to comply with than a company Registration cost is relatively minimal and fewer regulatory duties to adhere to than a company No statutory requirement for general meetings, directors, company secretary, share allotments, etc. Only an annual declaration of solvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business One time registration||More costly to set up and maintain More formalities and procedures to comply with Must appoint a company secretary within 6 months of incorporation Must appoint an auditor within 3 months after incorporation unless the company is exempt from audit requirements Annual Returns must be filed Statutory requirements for general meetings, directors, company secretary, share allotments, etc.|
|Statutory Audit Requirement||No requirement for audited report||No requirement for audited report||No requirement for audited report||No requirement for audited report but strongly encouraged||Need audited reports but exemption for private (exempt) companies with turnover of less than S$5 million|
|Filing of financial statements||None||None||None||Annual Declaration of Solvency or Insolvency to be filed by local manager||Yes but exception exists - do not have to file if company is private exempt company|
|Taxes||Profits taxed at owner’s personal income tax rates||Profits taxed at partners’ personal income tax rates||Profits taxed at partners' personal income tax rates (if individual)/ corporate tax rate (if corporation)||Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation)||Profits taxed at corporate tax rates|
|Any set-up tax exemption (i.e. tax benefit)||No||No||No||No||Yes, for newly set up companies for first 3 years of incorporation The corporate income tax rate is 0% on the first S$100,000 taxable income for each of the first three tax filing years, except for… . 8.5% tax on taxable income of upto S$300K The taxable income above S$300,000 will be charged at tax rate of 17% (conditions apply)|
|Continuity in Law||Exists as long as the owner is alive and desires to continue the business||Exists subject to partnership agreement||Exists subject to partnership agreement If there is no limited partner, the LP registration will be suspended and general partners are deemed registered under the Business Registration Act Once a new limited partner is appointed, the registration of the LP will be restored to “live” and general partners’ registration under the Business Registration Act ceases||The LLP has perpetual succession until wound up or struck off||A company has perpetual succession until wound up or struck off|
|Conversion allowed?||Can be converted to a Company||Can be converted to a Company or LLP||If no limited partner, the LP registration will be suspended and the general partners will be deemed to be registered as a sole-proprietorship or partnership under the Business Registration Act, Cap 32.||New registration of LLP||A company can convert “downwards” to become an LLP|
|Closing the Business||Fast and easier procedure By Owner – Cessation of business Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct||Fast and easier procedure By the partners – Cessation of business or dissolution of partnership Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct||By general partner – cessation of business or dissolution of LP Registrar can cancel registration if not renewed or where Registrar is satisfied LP is defunct|
|Advantages||Disadvantages||Income tax rate|
|Advantages||Disadvantages||Income tax rate|
|Advantages||Disadvantages||Income tax rate|
||First Three Years of Income Tax Filings
The timetable for the incorporation process; under normal circumstances are set out as follows -
|Application for approval and reservation of name with the Accounting and Corporate Regulatory Authority (ACRA)||Usually 1 working day (provided no further referral / approval is required from other government bodies and all information pertaining to the proposed company is given to us to complete the incorporation procedure)|
|Preparation and execution of the incorporation documents in Singapore (if all the directors / subscribers are available in Singapore to sign the documents)||2 to 3 working days|
The time frame for incorporation (with local director/ shareholder) is usually around 3 working days (1 day for name reservation and 2 days for incorporation, subject to all requested information made available to AM Corporate Services beforehand and receipt of payment on our invoice). However, if the documents have to be sent overseas for execution by the directors / subscribers, the time taken will depend on when these documents can be returned to us for submission to ACRA. Please note that with effect from 13 January 2003 the ACRA does not issue hardcopy of Form 9 (Certificate of Incorporation). Only an E-Notice confirming incorporation will be transmitted to the applicant’s email address. If you require a hardcopy of certificate of confirmation of incorporation from ACRA, this can be purchased from ACRA at S$50.00.
Generally most banks have the following requirements for opening a corporate bank account for Singapore companies:
Documents required for opening of corporate bank account
- account opening forms which will be provided by the respective banks (to be signed by authorised signatories)
- Directors’ resolution for the opening of the account indicating the authorised signatories for the account (most of the banks have their own format for you to sign)
- Company’ profile from the ACRA
- Company’s Memorandum and Articles of Association (we will provide this)
- Passport / Identity Card of directors / authorised signatories for bank’s verification
- For single director companies some banks requires the company secretary to be present for verification purpose
- Proof of residential address of Directors (i.e. latest Utility bill, phone bill etc.)
- The banks may require additional documents on a case by case basis
Document Signing Requirements
Most banks will require the authorised signatories and majority of the directors to be physically present in Singapore for the signing of forms and documents for the opening of the corporate bank account. However, some banks will accept the signing of these forms and documents at one of their overseas branches or in front of a Notary Public or before a Singapore Embassy in the country where you reside.
- Business license: Certain business requires one or more licenses and you can check by visiting https://www.business.gov.sg/EN/StartingUp/LicencesNPermits/index.htm., fortunately, very few business activities in Singapore require business licenses. We can assist with application of relevant business licenses if required for your business.
- Opening of bank account soon after your company formation. This will help you with injecting funds into the company, receiving payments from customers, and paying your company bills. We can assist with the bank account opening process.
- You will need to decide whether you should register for Goods & Services Tax (GST). GST registration is not mandatory unless your annual turnover exceeds S$1 million. We can advise and assist you to register for GST, if required.
- In you are importing and exporting goods, you will need to obtain a Central Registration (CR) number. The CR number is for use in all import, export and transhipment permits, certificates and any other documents issued by the Singapore Customs. We can help obtain a CR number for your company if required.
- You should get basic stationary and marketing materials ready for your company as soon as possible. These include such items as business cards, letter heads, website, brochure, etc.
- If you plan to bring any foreign employees, you will need to apply for their employment pass (EP) before they can commence their employment with your newly formed Singapore Company. We can advise and assist you with EP applications.
- Renting an office space and acquiring office equipment to commence your business.
- Holding the first board of directors meeting within 3 month of the company’s incorporation to ratify pre-incorporation matters such as confirmation of registered address, adoption of company’s common seal, issuance of subscribers shares, appointment of directors/ company secretary/ company auditor and other routine matters.
- Review and sign the terms of engagement of the company secretary, company auditor, tax agent, bookkeepers, if you require all or some of these services.
- Review and select your required package by visiting our company set up service packages page.
- Once we receive your instruction / order and the duly completed incorporation questionnaire, we will work with you to clarify any other information (if required).
- Upon the receipt of the questionnaire and your payment, we will be able to commence our service immediately.
Singapore's Work Pass framework are as follows:-
- Work Permit
- S Pass
- Employment Pass
- Entrepreneur Pass
- Personalised Employment Pass
Unskilled or semi-skilled foreign workers pursing employment in Singapore are required to obtain Work Permits in accordance with the Employment of Foreign Workers Act. The Work Permit (WP) is for foreigners who:- Want to work in Singapore; and • Earn a monthly basic salary of not more than $2,000. • Who are from an approved source country (depending on the sector which the worker is going to be employed in). A prospective employer must first apply to the Controller of Work Passes for a WP before employing a foreign worker. All foreign workers must be at least 18 years old at the time of the WP application.
The S Pass was created to bridge the gap between the Employment Pass and the Work Permit. S pass applications are evaluated on a points system. The evaluation system contains four main categories, namely, salary, educational qualifications, number of years of working experience and job type. Salary is a critically important factor for S pass qualification: a foreign national's monthly wage cannot be below S$2,200. S pass holders who earn more than S$4,000 may apply for dependant pass for their family members (spouse and unmarried children below 21 years).
Foreign highly skilled professionals, managers, executives, specialists or entrepreneurs who wish to work in Singapore need an Employment Pass to commence employment. The subtypes of employment passes (P1, P2 and Q1) are defined by the salary level, skills and qualifications of the foreign nationals. Singapore's Work Pass Framework sets apart P1, P2 and Q1 employment passes. The P Pass is intended for foreign nationals who hold acceptable degrees, professional qualifications or specialist skills and are seeking professional, administrative, executive or managerial jobs. A P1 Pass is issued if the applicant's monthly base salary is more than S$8,000 and a P2 pass is issued if the applicant's monthly base salary is S$4,500 to S$8,000. A Q1 Pass is issued to foreign nationals whose monthly basic salary is more than S$3,000 and who possess acceptable degrees, professional qualifications or specialist skills. The employment pass is tied to specific employer. Any change of employer requires a fresh application. The processing time for employment pass application takes about 5 weeks. Processing time may take longer during peak periods or when additional information is required. It has to be renewed upon the expiry of the approved period. It is important to note that Singapore law obliges the majority of pass holders of passes that no longer meet eligibility criteria to formally cancel them by surrendering the passes to the appropriate authority.
The Entrepreneur Pass (EntrePass) is a form of work pass for owners of newly incorporated Singapore companies (company must not be older than 6 months) or for a company to be incorporated in Singapore and is for those who wish to relocate to Singapore to operate their new business.
Validity: An EntrePass is initially issued for 1 year and is renewable after one year as long as the business remains viable.
Eligibility: Business owners who wish to incorporate a new company or have recently incorporated a company that is less than six months old. The business must fulfill one of the “innovativeness” conditions that were introduced in September 2013.
Quota System: There is no official quota system for EntrePass. Permanent Residence Eligibility: Entrepreneur Pass holders are eligible to apply for PR in due course.
Personalised Employment Pass (PEP)
This is a relatively new form of pass and foreigners who wish to work in Singapore may be eligible for the PEP. This is a special type of Employment Pass issued to top tier individuals based on their merits. This ensures that the PEP remains a premium pass for top-tier foreign talent and is in line with recent moves to raise the quality of Employment Pass holders. The PEP is independent of any employer; and hence the PEP pass holder can switch employers without affecting the status of the pass, and is also entitled to stay in Singapore for up to 6 months in between jobs and evaluate opportunities. With effect of 1 December 2012, the PEP is issued for a period of 3 years (previously 5 years), and is not renewable. The qualifying salary threshold has also been increased from $34,000 per annum to S$144,000 per annum. Availability of PEP to P1 Pass holders who earn a fixed monthly salary of at least $12,000 and overseas-based foreign professionals whose last drawn fixed monthly salary was at least $18,000. New PEP holders can bring in their parents, spouses and children The processing time for PEP application takes about 5 weeks. Processing time may take longer during peak periods or when additional information is required. Maximum unemployment period for PEP holder cannot exceed six continuous months. The PEP holder is not allowed to start his/her own business or engage in any entrepreneurial activities.
The EntrePass is a form of Employment Pass for foreign entrepreneurs who wish to start business and relocate to Singapore. Application for EntrePass is usually done prior to incorporating a company in Singapore. It can also be done within 6 months of incorporation. Once the pass is approved, the company must be incorporated within 30 days of the in-principle approval letter. If the EntrePass application is rejected, you are not obliged to set up a Singapore company. The EntrePass application is vetted by both Ministry of Manpower and Spring Singapore. The processing of EntrePass takes about 6 to 8 weeks. Approval is granted for one and can be renewed upon expiry having met the qualifying criteria. The applicant must be sponsored by a well-established Singapore registered company or alternatively the applicant can furnish a Banker’s guarantee of S$3,000 once the application is approved.
A comprehensive business plan of not more than 10 pages detailing the following must be submitted with the application:-
Business idea – a short, self-explanatory summary covering the proposed business concept;
Product/service – the product and service offering;
Market analysis – the target market in terms of key customers, competition and market growth potential;
Market plan – how the product/service will be marketed or distributed;
Operation plan – resources needed to run the business;
Financial projections – projected sales and net profit before tax for three years and breakeven point;
Management team – key drivers of the business; and
Supporting documents – e.g. licensing agreements, product certifications, endorsements etc.
Your EntrePass allows you to bring your immediate family (spouse and unmarried children below 21 years) to Singapore to live with you only if you are granted P1 or P2 status
Additional requirements for EntrePass
With effect from September 2013, the new revisions to EntrePass applications requires applicants to fulfill the following conditions in additional to the already existing requirements:-
The applicant must either:
Receive funding or investment (strictly monetary funding of minimum of S$100,000) from a recognised third-party venture capitalist or business angel who is accredited by a Singapore government agency; Hold an Intellectual Property (IP) recognised by an approved national IP institution; or Have research collaboration with a research institution recognised by Agency for Science, Technology and Research (A*STAR), or institutes of higher learning in Singapore; or Is an incubate at a recognised incubator supported by SPRING Singapore or National Research Foundation, Media Development Authority etc.
After six months of receiving the EntrePass, the applicant must submit all of the following to Ministry of Manpower via online submission:
Latest Company Profile from ACRA; Tenancy contract / proof of operating address; and Employees’ CPF statements.
The new revisions make it much harder to qualify for the EntrePass and will be granted to only those who meet the above requirements. The current criteria for renewal applications will also be amended in favour of a more progressive framework. The intention is to ensure that EntrePass holders are actively contributing to Singapore and is intended to raise the quality bar for foreign entrepreneurs who wish to set up businesses in Singapore.
For an EntrePass the educational qualification is of little consideration while the applicant is assessed on the credibility of his proposed Business Plan and his business experience. Key factors are as follows:
- Entrepreneurial track record
- The credibility of your business idea and the business plan
- Viability of the business plan
- Efficacy of the management team
- Salary expectations (adequate to cover living costs)
- Minimum paid-up capital of S$50,000 (substantiated with a company bank statement from a Singapore based bank)
- Applicant to hold at least 30% of shares in the company
- Current citizenship
- How Singapore will benefit from your business
- Number of staffs you will be employing, etc.
Thus, a well prepared (which includes the above factors) Business Plan and the accompanying testimonials will play a significant role when officials determine the outcome of the application. There is no stipulation on the minimum capital injections or minimum turnover. No local Director or Shareholder is required to form your Company in Singapore, if your application is successful.
The EntrePass renewal form will be sent to the employer about three months before the pass expires. Please complete the renewal form and mail it to MOM Work Pass Division at least two months before the pass expires.
Documents required for renewal of Pass
These documents are required for EntrePass renewal application:
- Latest audited accounts;
- Central Provident Fund statements for the employees;
- Highest educational certificates of employees;
- Tenancy agreements; and
- Latest company registration information from the Accounting and Corporate Regulatory Authority
The renewal application will be rejected if the above documents are not submitted to MOM.
The following optional documents can be submitted in support of the renewal application: Corporate bank statements for the past three months; Referral letters from customers; and Recent invoices issued/contracts awarded.
To qualify for renewal, the business venture has to be conducted based on the original declared business plans. It is a requirement to inform MOM if there are any changes that deviate from the original declared business plans. For all successful EntrePass applicants who submitted their applications from 1 September 2013 onwards, their renewals will be assessed based on the following criteria:
Progressive Renewal Criteria Framework
|No. of years after award of EntrePass||No. of local jobs created*||Minimum Total** Business Spending||Employment Pass (EP) Status|
Each newly issued and renewed EntrePass will be valid for a period of up to one year.
* Local jobs created refers to full-time employees (Singaporeans and Permanent Residents) employed by the company under a contract of service who have worked for at least three calendar months, and are receiving their monthly salary on time as well as CPF contributions similar to the industry norm. Only local workers paid at the prevailing salary threshold equivalent for full-time employment (existing salary equivalent for full-time employment is $1,000) would be considered full-time employees.
** Total Business Spending (TBS) = [Total Operating Expenses – (Royalties/Franchise Fees/Know How Fees to Overseas Companies + Work Subcontracted to Overseas Companies + Remuneration to Applicant & Immediate Family)]
Note: For existing EntrePass holders who applied for EntrePass before 1 September 2013, they must meet the progressive renewal criteria from 1September 2014 onwards. For more details,
It will take at least five weeks to process a renewal application. Processing time might take slightly longer during peak periods or when additional information is required from the various economic agencies. The outcome of the application will be sent to the EntrePass holder.
The Employment Pass (“EP”) comes with a valid stay visa for up to two years. The immediate family of the applicant will also be provided with a Dependent Pass to live, work and study in Singapore.
The Employment Pass is approved using the following criteria, based on a point system: Declared Salary of the applicant Age, Position, Educational Qualifications, Skills, Work Experience, State of the company.
The outcome of the application under EP is obtained within a shorter period of time and the probability for approval is higher compared to an Entrepass application. However, while incorporating a company a local Nominee Director is a prerequisite until the application is approved.
Dependant pass holders do not have an automatic right to work in Singapore. They must apply for a work pass independently. The employing company is required to submit the Letter of Consent application form to the Work Pass Division of the Ministry of Manpower.