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Singapore Subsidiary Registration
Representative Office Registration Branch Office Registration
FEATURES OF A SUBSIDIARY
Limited Liability. It is incorporated as a limited liability company, hence has a distinct legal identity.
The foreign company’s liability is limited to the value of the shares it subscribes into the subsidiary.
Shareholding. The foreign parent company may own 100% of the subsidiary shares.
Tax Incentive. A subsidiary company, with at least one individual shareholder with minimum of 10% shareholding,
is entitled to local tax incentives. New start-up companies Pay Zero tax on the first S$100,000 of chargeable income
for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income.
Paid-up Capital. The minimum paid up capital for Singapore subsidiary company is $1. The parent company can be
100% shareholder.
Local Registered Address. The registered office address is the place where you need to keep the statutory records of
the subsidiary company.
Company Secretary. Upon incorporation, the directors must appoint a natural person who is ordinarily resident in
Singapore as company secretary.
Auditor. An auditor must also be appointed within three months of the Singapore subsidiary registration.
Audited Accounts. A Singapore subsidiary must file audited accounts annually with Singapore income tax authorities.
SETUP REQUIREMENTS FOR SINGAPORE SUBSIDIARY COMPANY
Minimum 1 Corporate Shareholder + 1 Resident Director + 1 Company Secretary
Minimum initial paid-up capital is S$1
A Singapore registered office address
DOCUMENTS REQUIRED
The following documents/information are generally required for the registration of a Singapore subsidiary:
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
A corporate resolution authorizing a specific individual to sign necessary subsidiary documents on behalf of the parent company
Passport particulars and residential address details of individuals who will act as the directors of the Singapore subsidiary
Signed Consent to Act As Director by each proposed director
Registered address details for the Singapore subsidiary
Memorandum & Articles of Association for the Singapore subsidiary
All documents must be in English and any non-English documents must be translated into English. Your service provider may require
additional documents as applicable.
REGISTRATION PROCEDURE AND TIMELINE
Foreign companies are required to use a professional services firm to setup an entity in Singapore. Registration procedure for Singapore
subsidiary is computerized and quick. There are two distinct steps involved in the Singapore subsidiary registration procedure:
a) Name Approval and;
b) Company Incorporation. Both steps can be accomplished in 1-2 days assuming all documents are ready and there are no delays in the
name approval process.
OUR SINGAPORE SUBSIDIARY COMPANY PACKAGE
Company Registration
Name check and reservation
Preparation of memorandum & articles of the company
Preparation of registration forms
E-Certificate of incorporation
Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
Minutes of first board meeting
Resolution to open a bank account
Company common seal
Corporate Secretary
Relocation: Employment Pass
No Relocation: Nominee Services
Local Registered Address
Assistance to open a Singapore Corporate Bank Account
ANNUAL FILING REQUIREMENTS FOR SINGAPORE SUBSIDIARY COMPANY
Below are the annual filing requirements for Singapore Subsidiary Company. Each Singapore private limited company is subject
to annual filing requirements as detailed in this guide. Annual filings are mandatory for both active and inactive companies.
Note that the directors the company are responsible and accountable for complying with the annual filing requirements. Failure to
comply with the statutory compliance requirements is an offence and may result in fines or prosecution.
Preparation of Financial Accounts
You must prepare your annual financial accounts in accordance with the Financial Reporting Standards of Singapore.
The financial accounts should consist of Statement of Comprehensive Income (i.e. Profit and Loss Account),
Statement of Financial Position (i.e. Balance Sheet), Cash Flow Statement, and Statement of Changes in Equity.
Filing of Estimated Chargeable Income (ECI)
Singapore companies are required to declare the revenue amount and Estimated Chargeable Income (ECI) by filing ECI
form with Inland Revenue Authority of Singapore (IRAS) within 3 months of the Financial Year End for the company. Even
if the company estimates its chargeable income as zero, it still has to file a “Nil” ECI.
Audit of Financial Accounts
Subsidiary companies are required to have its accounts audited. Audit requirement is required for a Singapore company
with corporate shareholding or with annual revenue exceeding S$5 million.
Filing of Annual Return with ACRA
Each Singapore company must lodge an Annual Return (AR) with ACRA within 1 month of its AGM. Particulars of the company
officers, registered address, and auditors (if applicable) must be included in the AR.
Filing of Annual Tax Return with IRAS
Each Singapore company must file its annual tax return with IRAS by November 30. Singapore adopts the preceding year basis
for taxation. The profits for the financial year ending in the preceding year will form the basis for filing the tax return in the current
year.Each Singapore company must file its annual tax return with IRAS by November 30. Singapore adopts the preceding year
basis for taxation. The profits for the financial year ending in the preceding year will form the basis for filing the tax return in the
current year.