Incorporating your company in Singapore is a major step in your business strategy plan. So, choosing the right Singapore company type (Singapore legal business entities) proves to be even more important than ever since it can affect your future planning in a profound way.
For that reason, we present to you a comprehensive guide unveiling the 6 essential company types in Singapore. This guide can help you learn the distinctions, prerequisites, and advantages of each business type, empowering your informed decision-making for a prosperous venture in this vibrant economic hub.
1. Why choosing the right Singapore company types can affect you profoundly?
Selecting the appropriate business structure in Singapore is a critical decision that can significantly impact your company in Singapore. This decision plays a pivotal role in affecting various aspects of your business such as
- Tax liabilities and treatments and how you handle tax accounting matters;
- The perceived image of your brand, and company name among your clients and suppliers, partners;
- Administrative obligations and how you manage your company with the amount of paperwork and compliance).
- Potential business growth and expansion in the future and how you can call for investment capital and attract new shareholders.
- Understanding these implications is crucial in making an informed decision when selecting the most suitable business structure for your entity in Singapore.
Let's consider this in action: Imagine you are a foreign entrepreneur looking to start a business in Singapore. Opting for a Private Limited company provides limited liability, shielding your personal assets from business debts.
Conversely, choosing a Sole Proprietorship offers simplicity but exposes you directly to liabilities.
In this way, we can see that the right choice could mean tax advantages, access to funding, and ease of operation with as low risk as possible. Your company type is not just a label: it is the cornerstone shaping your business's trajectory and success.
2. What is the right company type for registration for foreigners?
For investors and foreign companies aiming to set foot in Singapore, you have several options to establish a presence: through a branch office, a subsidiary, or a representative office.
- Subsidiary
Subsidiary is a private limited liability company incorporated in Singapore, where the parent company becomes a shareholder. Additionally, foreign investors can create independent companies with foreign individuals as shareholders.
- Branch Office
It functions as an extension of the parent company and isn't a separate legal entity. The parent company bears the legal responsibility for debts and losses incurred by the branch office.
- Representative Office
This is a temporary setup for conducting market survey research without engaging in revenue-generating activities or holding legal status. It functions as an extension of the parent company and isn't a separate legal entity.
When you choose to register a subsidiary in Singapore, you can choose between these main business entities.
Types of companies in Singapore | |
Limited company |
Private limited company (Pte. Ltd.) Public limited company Public Company Limited by Guarantee |
Sole Proprietorship | |
Partnership |
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3. What are the most popular types of companies in Singapore?
Now you understand the importance of choosing the right business structures and an overview of company types in Singapore. Let’s take a look at 6 popular business entity types for both foreigners and local residents.
3.1. Sole Proprietorship
A Sole Proprietorship is a business structure that can be owned by an individual, a company, or a limited liability partnership.
The legal status of a Sole Proprietorship can be defined as follows:
- It is not a separate legal entity from the business owner
- The business owner has full control of the company’s business activities, which means the business owner is personally liable for all the debts and losses of the Sole Proprietorship
- The higher the tax burden the higher the profit: The company is taxed at a personal level.
- Low market credibility due to how risky it is to operate and maintain.
Suggestion: We suggest this company type only for entrepreneurs who want to test their business ideas first at a small scale before actually incorporating a new company in a different form and doing any business.
3.2. Partnership
A Partnership is a business incorporated by multiple partners (at least 2 partners and a maximum of 20 ). The partner can be an individual, a company, or a limited liability partnership. If the number of partners exceeds 20, the partnership must be transformed into a Private Limited Company (Pte.Ltd.) following the rules of the Companies Act, Chapter 50.
There are several ways to set up a partnership in Singapore
- General partnership (or Partnership)
A General Partnership involves two or more individuals who agree to manage and share profits and losses of a business jointly. There is no legal separation between the partners and the business.
- It is not a separate legal entity from the business owners
- The partners are personally liable for all the debts and losses of the partnership
- The partners are each taxed with personal tax off their income.
This is usually a popular choice for special professions where partners collectively manage the firm's operations such as law, architecture, and medical.
- Limited Partnership (LP)
In a Limited Partnership, there are two types of partners—general partners who manage the business and have unlimited liability, and limited partners who invest in the business but have limited liability, often without involvement in management. The role of limited partners is often for funding. The partners are each taxed with personal tax off their income.
This is a popular choice for real estate (investment) partnerships, where some partners invest money but don't participate in day-to-day management.
- Limited Liability Partnership (LLP)
An LLP combines features of partnerships and limited company, providing limited liability to its partners. Each partner is not responsible for the negligence or misconduct of other partners.
Partners have limited liability protection, meaning they aren't personally liable for the LLP's debts or other liabilities. The partners are each taxed with personal tax off their income ( if the partner is a company, it is taxed at the corporate level).
Limited Liability Partnership must keep these documents to maintain its footing in Singapore:
- Accounting records
- Profit and loss accounts
- Balance sheets
These documents will help the company to explain the transactions and financial position in a certain period of time.
Important note
For the failure to comply with the record-keeping obligation, the company and its partners shall be liable to prosecution and fines imprisonment, or both.
In addition, a Limited Liability Partnership is required to submit to ACRA an annual declaration of solvency or insolvency ( being able or unable to pay its debts, respectively).
3.3. Private Limited Company (Pte.Ltd.)
A Private Limited Company is a business structure with a separate legal entity (which means the company has the right to own property and perpetual succession). Usually, the names of Private Limited Companies end with "Pte. Ltd." or "Ltd" as a part of the company name. The shareholders of a private limited company can either be individuals or corporate entities or both.
This is the most preferred type of business structure because individuals or companies will obtain numerous benefits when registering a Ptd.Ltd in Singapore such as
- Incentives from the government when opening this type of company in Singapore;
- Limited liability;
- Ease to raise capital and attract new shareholders;
- Professional and credible image with strong branding;
3.4. Public Company
A public company is a business entity whose shares are available for purchase by the public through a stock exchange. It can raise capital by selling shares to investors. For example, DBS Group Holdings Ltd. (DBS), which is listed on the Singapore Exchange and offers its shares to the public for trading
- Public companies are subject to stringent regulations and disclosures set by the country's regulatory authorities, such as the Accounting and Corporate Regulatory Authority (ACRA) and the Singapore Exchange (SGX).
- They have a broad ownership structure, allowing the general public to invest in the company through stock ownership.
- Public companies are required to publish financial reports and follow transparency standards to ensure accountability to shareholders and the public.
This article will not delve deep into this type of company since this is usually for larger entities with widespread operations.
4. How to choose the right Singapore company types for your business?
To help you better choose the right one, we have created this table below for better comparison.
Private Limited Company (Pte Ltd) | Limited Partnership (LP LLP) | Sole Proprietorship | |
Characteristics |
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Legal status | A separate legal entity from its owners. |
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Ownership |
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Who Can Incorporate |
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Liability |
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Suitable for |
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Annual compliance |
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In addition to this table, preparing an answer for each of the questions below can help you make a more informed decision
- How much is the investment capital?
- How many owners?
- Responsibilities and obligations?
- What are the risks faced?
- What are the advantages and disadvantages of different business entities?
- Is it easy to wind up the company?
5. Who can set up a business in Singapore?
Individuals, as well as companies, have the opportunity to register your company in Singapore.
It is important to note that setting up a company in Singapore necessitates a fundamental understanding of the diverse company structures available in this thriving nation as well as a complete overview of company incorporation and management. For that purpose, please read our Register a company in Singapore with 100% success (An in-depth guide) to know what you need to prepare in detail.
6. How can we help you incorporate and manage your company in Singapore with success?
Global Link Asia Consulting, as your trusted one-stop corporate service provider helping hundred of business owners start their business overseas and manage their company with success, we can help you
- Register a company in Singapore;
- Open a corporate bank account in Singapore with a 99% success rate;
- Choose the right company types for tax optimization in Singapore;
- Apply for Singapore business licenses;
- Get an affordable, professional registered office address for business;
- Support to open, authenticate, and manage Stripe Paypal Business in Singapore, Hong Kong, and the U.S;
- Handle all your tax accounting needs, timely annual filings, auditing, and more.
7. FAQs about Singapore company types
A Private Limited Company (Pte. Ltd.) is often the preferred choice for foreigners establishing a business in Singapore due to several compelling reasons:
- Limited liability;
- Credibility and trust;
- Access to funding;
- Tax benefits;
- Easy transfer of ownership.
The primary difference between a Private Limited Company (Pte. Ltd.) and a Limited Liability Partnership (LLP) lies in their structures and the way they operate:
- Private Limited Company (Pte. Ltd.)
- Separate legal entity: A Pte. Ltd. is a distinct legal entity separate from its owners. It can buy/sell property, sue/be sued, and incur debt in its own name.
- Limited liability: Shareholders' liability is limited to the amount unpaid on their shares. Personal assets are generally protected unless involved in fraudulent activities.
- Ownership & Management: Managed by directors, owned by shareholders, with the flexibility to issue shares and transfer ownership.
- Limited Liability Partnership (LLP)
- Hybrid structure: LLP combines elements of a partnership and a limited company, offering limited liability to its partners.
- Pass-through taxation: LLPs are taxed at the partner level, similar to partnerships, where partners report their share of profits on personal tax returns.
- Limited liability: Partners' personal assets are protected from the debts of the LLP but not from their personal negligence or malpractice.
Singapore's corporate tax rate is 17%. This rate applies to both local and foreign-sourced income, making Singapore an attractive destination for businesses.
A Singapore public company limited by guarantee is a specific legal structure commonly used by non-profit organizations, charities, clubs, or associations that do not aim for profits. The company doesn’t come with share capital obligations.
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