Amongst the various options of company incorporation in Singapore, Singapore subsidiary company can unarguably be said the most preferred and the most favoured incorporation type for foreign entities. This is because of the distinct flexibility it offers, including the ability to register Singapore Company with the permission to have the foreign company owning 100% of the shares while keeping its assets separate.
This means that a Singapore subsidiary company can entirely be owned by foreign company and is considered a separate legal entity from the foreign company, thereby the liabilities are only limited to share capital rather than the entire assets of the respective parent foreign company.
Another feature that makes it best Singapore company incorporation option is that subsidiary can be treated as a local Singaporean company such as a Singapore private limited. This apparently means that the Singapore subsidiary company can enjoy same benefits of low tax rates as well as government grants like any other local company in Singapore.
Key requirements for registering Singapore subsidiary company
Proposed Name of Subsidiary
The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if it is identical to another existing company name; undesirable or identical to names reserved by the Minister in its register.
According to Singapore companies act, at least one local director i.e. a person who is an ordinarily resident in Singapore such as a Singaporean Citizen, a Singaporean Permanent Resident, or an Employment Pass holder is mandatory for registering subsidiary company in Singapore. Directors must be at least 18 years of age and must not be an undercharged bankrupt or convicted for any malpractices. Foreign companies planning to relocate any of the staff members from head office to Singapore can apply for their employment pass after the registration of Singapore subsidiary is complete.
A minimum of at least one corporate shareholder is required. A director and shareholder can be the same or different person(s). 100% local or foreign corporate shareholding is allowed. The Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company.
The company secretary must be a natural person who is an “ordinary” resident in Singapore. Appointing a company secretary within 6 months of company incorporation in Singapore is mandatory in accordance with Companies act.
Share Capital/Paid-up Capital
The minimum paid-up capital for the registration of a Singapore company is SGD 1 or its equivalent in any other currency. The parent company may own 100% of the company’s shares. There is no concept of authorized capital in Singapore.
Every company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. The use of the residential address is allowed for certain types of businesses.
Constitution(f.k.a Memorandum and Articles of Association)
The Memorandum and Articles of Association of a company must be lodged with ACRA. The Constitution specifies the activities in which the company may engage in and the rules governing the internal management of the company. Creating Constitution with the help of a company incorporation firm in Singapore is highly recommended.
An auditor must be appointed within 3 months of the Singapore subsidiary registration.
Several documents are required to be submitted as part of Singapore company subsidiary registration. This includes:
- A certificate of incorporation of the parent company
- An extract from the Registrar of Companies that shows the current registered address and directors of the parent company
- Passport particulars and residential address details of individuals who will act as the directors of the Singapore subsidiary
- Passport particulars and residential address details of individuals who are beneficial owner (s) of the parent company
Procedure of registering Singapore subsidiary company
The registration of a Singapore subsidiary company is an easy process and can be done in the matter of a few days. Foreign companies are required to appoint a professional Singapore company incorporation firm for completing the registration process. The qualified company incorporation firm in Singapore starts the process by collecting required documents as well as putting together all the required details, as mentioned in the section above. Once everything is available, rest of the procedure is possible to complete in 1-2 working days.
Primarily, Incorporating a Singapore subsidiary company requires two distinct steps. I.E. Name reservation and company incorporation.
Singapore is one of the top countries having fastest company incorporation possible and hence a foreign company can get itself incorporated and start business in Singapore quick.
At Precursor, we have the expertise of assisting all types of companies ranging from smallest to large multinationals in the incorporation. With a full suite of corporate secretarial services, we bring our years of experience and testimonials of countless successful clients who have been deeply satisfied by the excellent company incorporation services and the whole range of services we’ve delivered.
With an award winning team of experts, we’re known for our highest quality services, genuine advisory and serving as your trusted partner in order to help your business grow in Singapore.
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