Singapore Company Formation for Foreign Companies

Yes, a Singapore subsidiary company is required to have at least one local resident director. In order to qualify as locally resident, the person must be:

• Singapore citizen; or
• Singapore permanent resident; or
• Employment Pass holder (the Employment Pass should be from the same company for which he/she is acting as a director); or
  Dependant Pass holder with Letter of Consent

If you do not have a person who can act as the local director for your company, you can use our Local Director service.

Each Singapore company must appoint one Singapore resident director.

If you are a foreign business professional or a foreign entity who does not have a local director, you can utilize our Local Director service to satisfy this statutory requirement. The service can be provided on a short-term or annual basis as below:

• If you are not relocating to Singapore, you will need our local director service on an annual basis.
• If you are applying for employment pass, you will need our local director service on a temporary basis. Once your employment pass is approved and you have local residential address, you will be able to take over as the local director.

Please note that in Singapore, a Local Director has the same responsibilities as any other director. Therefore providing a local director for your company imposes certain responsibilities on you as well as us and we would like to highlight the terms of our local director service as below.

• We will appoint one of our team members as the local director for your company
• The service is offered for statutory compliance only. The local director will not be involved in any management, financial, or operational matters of the company. You must appoint one or more other individuals (who can be foreign individual(s) including yourself) as the executive directors who will be responsible for running the company.
• In addition to our local director fee, we also collect a refundable security deposit for the provision of our local director service. The security deposit is collected to safeguard the interests of local director.
• You can ask our local director to resign at any time by identifying another person who will be acting as the local director. We will refund the security deposit within 5 working days after the change has been affected with ACRA.
• You are required to engage our Registered Address, Accounting & Corporate Tax Filing service unless otherwise approved by our compliance team.
• You are required to provide copies of your company's bank and financial statements on a monthly basis.
• The bank account must be with a bank that's on our list of approved banks (OCBC, UOB, DBS, Citibank, HSBC). Click here for more information.

Note that a higher local director or security deposit fee may apply if your company falls under any of the following:

• The annual turnover of the company exceeds S$1 million.
• The company has external debt.
• The company has a bank account with a bank that is not on our list of approved banks.

Resident Director Role at a Glance

The actual incorporation of a subsidiary company in Singapore can be accomplished in a matter of few hours after due diligence clearance as the whole process is computerized. However, the overall process can  take anywhere from one day to few weeks depending on the following factors:

• Name reservation. Before a subsidiary can be incorporated, its name has to be reserved first. Assuming there are no objections to the name being proposed, the name reservation process can be accomplished in less than an hour. However, if the name conflicts with an existing name or if the proposed name contains some sensitive words that may require a review by relevant authorities, the name approval process can get delayed to few days or weeks.
• Signing of incorporation documents. If you are in Singapore, this is a quick and easy process. However if you are located overseas, the logistics involved in signing and sending the signed documents can take few days.

Yes, directors and shareholders information is public information in Singapore. It's listed in the company's business profile extract available for purchase from Registrar of Companies. If for certain privacy reasons you would like to stay anonymous, please contact us for a further discussion.

Minimum paid-up capital requirement for a Singapore subsidiary company is $1. The paid-up capital can be in listed in Singapore dollar or any other major currency. The concept of authorized capital has been abolished in Singapore. Whatever capital you list is treated as paid-up capital and you will be required to inject this amount into the company. Paid-up capital of the company can be freely utilized towards company's business expenses. There is no requirement that this money must be locked in the bank account for any specific period of time.

How much paid-up capital should I list for our Singapore subsidiary?

How much paid-up capital you should have for your company depends more on your business plans than anything else. Having a higher paid-up capital will add credibility to your company when you are dealing with your suppliers, banks, etc. If you plan to apply for work passes for foreign staff, a higher paid-up capital will be looked more favourably by Ministry of Manpower. There may also be specific paid-up capital requirements for certain business licenses such as travel agency license, recruitment agency license, financial services license, etc.

If you want to list a paid-up capital higher than the minimum S$1, you have two options:

Option 1:List a higher paid-up capital at the time of incorporation

Keep in mind that whatever paid-up capital amount you list, will need to be deposited into the company's bank account. Since we will be acting as company secretary for your company, we carry certain fiduciary responsibilities in this matter and have to ensure that the necessary paid-up capital is in fact inject into the company. Therefore if you wish to list a paid-up capital higher than S$100 at the time of incorporation, we will require you to deposit that money with us first. Once your company bank account is open, we will transfer the paid-up capital amount into your company's bank account.

Option 2: Increase paid-up capital after registration of the subsidiary

Under this option, you can increase the paid-up capital anytime after registration of the subsidiary company. In this case, the process is as below:

• Incorporate the company with nominal paid-up capital;
• Open company bank account;
• Inject funds into the bank account and notify us;
• We will then prepare and file the necessary paperwork with Company Registrar to reflect the revised paid-up capital of the subsidiary company. Note that a fee will apply for his service.

Each Singapore company must appoint a qualified company secretary who is knowledgeable and experienced with Singapore company laws. A company secretary typically assist the members and officers of the company with the following matters:

• Assisting members with understanding and compliance with Singapore Companies Act
• Reminding members of various statutory deadlines and assisting them with statutory compliance
• Maintaining the statutory registers
• Ensuring that the company files statutory information accurately and on time
• Providing members and directors with notice of meetings
• Preparing and filing necessary corporate resolutions as and when necessary
• Ensuring that people entitled to do so can inspect company records
• Custody and use of the company seal

We act as the company secretary for all companies that we incorporate. Our annual company secretary retainer fee is for routine corporate secretarial services that include:

1. Appointing a senior Hawksford Singapore team member as the professional company secretary for your company
2. Reminding you of the various statutory compliance dates
3. Safekeeping, updating, and maintaining registers, minutes book, and other statutory records of the company
4. Free consultation during the year on routine corporate secretarial matters
5. Charging of discounted fees for non-routine services

Please note that non-routine service requests are charged on a per request basis.

We offer a comprehensive range of services with the objective of being a one-stop service provider for all your company needs. For almost all of our clients, we handle annual statutory compliance requirements for their companies that consist of a) preparation and filing of Annual Return with the ACRA; and b) preparation and filing of Annual Tax Return with Inland Revenue Authority.

In a nutshell, our core services consist of:

• Incorporation of local companies, subsidiaries of foreign corporations and registration of branches of overseas companies;
• On-going statutory administration of companies;
• Accounting, payroll, and tax filing for companies;
• Application for business licenses;
• Application for work passes for expatriates;
• Other related corporate services

We also have a deep network of professional and dependable partner firms that augment our own in-house services such as trademark registration service, office lease services, specialized business licenses, legal services, etc.

Yes, directors and shareholders information is public information in Singapore. It's listed in the company's business profile extract available for purchase from Registrar of Companies. If for certain privacy reasons you would like to stay anonymous, please contact us for a further discussion.