Set Up Your Singapore Pte Ltd (LLC): A Complete 2025 Guide

a22162
Sep 4
7 min read

Singapore LLC Setup Guide 2025

Set Up Your Singapore Pte Ltd (LLC): A Complete 2025 Guide

What is a Pte Ltd (LLC), and why choose it?

In Singapore, the closest equivalent to a Limited Liability Company (LLC) is a Private Limited Company (Pte Ltd). This is the most popular and robust business structure for entrepreneurs. It legally separates your business from its owners, meaning the company can own assets, enter into contracts, and incur liabilities without putting your personal finances at risk.

This core principle—limited liability—is a key advantage. In the event of business debt or legal issues, your personal assets, such as your home or savings, are generally protected.

A Pte Ltd also gives your business credibility with clients, suppliers, and investors. It provides access to Singapore's favorable corporate tax system and is a scalable structure that can easily accommodate new shareholders as your business grows.

Pte Ltd vs. Sole Proprietorship vs. LLP

Choosing the right business structure is a critical first step. Here's how a Pte Ltd compares to other common options:

Sole Proprietorship: This is the simplest and fastest structure to set up. However, it offers no legal separation between you and the business. All business debts and liabilities are your personal responsibility, putting your assets at risk. This is best for small-scale, low-risk ventures.
Limited Liability Partnership (LLP): An LLP is a hybrid structure with some limited liability protection. Partners are not personally liable for the debts or wrongful acts of other partners, but they are still responsible for their own actions and the overall debts of the partnership. It is often favored by professional services firms like law or accounting practices.
Private Limited Company (Pte Ltd): The most robust option. It is a separate legal entity, providing the highest level of personal asset protection. It is also the most scalable structure, built for growth, investment, and future expansion. This is the preferred choice for most serious founders.

Eligibility and Requirements for a Singapore Pte Ltd (LLC)

To register a Private Limited Company with the Accounting and Corporate Regulatory Authority (ACRA), you must meet the following criteria:

Minimum Age: You must be at least 18 years old.
Legal Standing: You cannot be an undischarged bankrupt.
Company Name: Must be unique and approved by ACRA.
Registered Address: A physical address in Singapore is required. A P.O. box is not permitted.
Resident Director: At least one director must be a Singapore citizen, permanent resident, or a holder of a valid work pass (such as an Employment Pass or EntrePass) with an official Letter of Consent.
Shareholders: A minimum of one and a maximum of 50. Shareholders can be individuals or corporate entities, both local and foreign.
Share Capital: A minimum paid-up capital of S$1 is required. This can be increased at any time.
Company Secretary: You must appoint a qualified, Singapore-resident company secretary within six months of incorporation.

How to Register a Pte Ltd (LLC) in Singapore: Step-by-Step

The registration process is efficient and can often be completed within a day for straightforward applications.

Step 1: Choose a Company Name Check the availability of your desired name on ACRA’s BizFile+ portal. The name must be unique and not identical to an existing company. Once approved, the name is reserved for 120 days.

Step 2: Prepare Required Documents You will need to prepare or provide the following:

Company Constitution (the official document outlining company rules)
Consent forms from all proposed directors and the company secretary
Identification and residential address details for all directors and shareholders
The registered office address in Singapore

Step 3: Submit the Application Submit your application and all documents online through the ACRA BizFile+ portal. The process is typically fast, with most applications approved within a few hours. More complex cases that require review by other government agencies may take longer.

Step 4: Pay the Registration Fee The total one-time government fee is S$315, which includes:

S$15 for name reservation
S$300 for company registration

Step 5: Receive a Certificate of Incorporation Upon successful registration, you will receive a digital Certificate of Incorporation and a Business Profile via email. These documents include your company's Unique Entity Number (UEN), which is essential for all future business activities, from opening a bank account to filing taxes.

What to Do After Setting Up Your Singapore Pte Ltd

Once your company is officially incorporated, you must complete several crucial post-incorporation steps to remain compliant and operational:

Open a Business Bank Account: This is a vital step to separate your personal and business finances. You will need your incorporation documents and the IDs of all directors and shareholders.
Appoint a Company Secretary: A qualified Singapore-resident secretary must be appointed within six months to manage statutory filings.
Set Up Accounting & Bookkeeping: Start recording all income and expenses from day one to ensure accurate financial reporting.
Register for GST (if applicable): This is mandatory if your annual taxable turnover exceeds S$1 million.
File Annual Returns: Your company must file a report with ACRA each year, along with holding an Annual General Meeting (AGM), unless exempted.

Taxation for Pte Ltds (LLCs) in Singapore

Singapore's tax system is highly favorable for businesses. The official corporate tax rate is a flat 17%, but most small to medium-sized enterprises (SMEs) pay significantly less due to various exemptions and incentives.

Startup Tax Exemption (SUTE): For the first three consecutive Years of Assessment (YAs), qualifying new companies can receive a 75% tax exemption on the first S$100,000 of chargeable income and a 50% tax exemption on the next S$100,000 of chargeable income.
Partial Tax Exemption (PTE): All companies not eligible for SUTE can still receive a partial tax exemption.
Single-Tier Tax System: This system means that once your company pays corporate income tax, any dividends distributed to shareholders are not taxed again, preventing double taxation.
GST (Goods and Services Tax): The current GST rate is 9%. Registration is mandatory if your taxable turnover exceeds S$1 million in a 12-month period.

Limited Liability: What It Protects (and What It Doesn't)

Limited liability is a powerful protection, but it is not absolute.

What It Protects: Your personal assets (e.g., house, car, savings) are shielded from business debts and liabilities. Creditors can only pursue the assets of the company, not yours.
What It Doesn't Protect: This protection can be lost if you:
- Personally guarantee a business loan or contract.
- Commit fraud or act illegally.
- Fail to maintain clear separation between personal and company finances.
- Breach your legal duties as a director.

How a Corporate Service Provider Can Help

While the process is streamlined, many entrepreneurs choose to work with a corporate service provider to ensure compliance from the start. A good provider will handle the entire incorporation process, including:

Name reservation and document preparation.
Acting as the mandatory company secretary.
Providing a registered office address.
Assisting with corporate bank account opening.
Managing ongoing compliance, accounting, and tax filings.

This allows founders to focus on building their business without the stress of administrative and legal obligations.

FAQs on Setting Up a Singapore Pte Ltd (LLC)

How much does it cost to register a Pte Ltd in Singapore? The government fee is S$315. Additional costs will apply if you engage a service provider for incorporation, secretarial services, and other compliance support.

Do I need to be in Singapore to start an LLC? No, foreigners can fully own and register a company in Singapore. However, you are required to appoint at least one resident director. If you do not have a local co-founder, a nominee director service can be used.

How long does it take to register a Pte Ltd? For straightforward applications, the process is very fast, often completed within a few hours to one business day.

What are the tax benefits for a Singapore Pte Ltd? Beyond the flat 17% corporate tax rate, new companies can benefit from the Startup Tax Exemption (SUTE), which significantly lowers the effective tax rate in the first three years. Singapore's single-tier tax system also means dividends are not taxed.

Do I need a company secretary? Yes, it is a mandatory legal requirement to appoint a qualified, Singapore-resident company secretary within six months of incorporation.

What's the difference between a Pte Ltd and a sole proprietorship? The key difference is legal liability. A Pte Ltd is a separate legal entity, protecting your personal assets from business debts. A sole proprietorship offers no such protection.

When do I need to register for GST? GST registration is mandatory when your company’s taxable turnover for a 12-month period exceeds S$1 million. Voluntary registration is also an option.

Bestar's LLC Setup Services

Set Up Your Singapore Pte Ltd (LLC): A Complete 2025 Guide

For busy entrepreneurs, the process of setting up a company can be complex and time-consuming. Bestar simplifies this process by acting as an all-in-one partner for company incorporation and ongoing compliance.

How Bestar Streamlines Your Business Setup

Bestar handles all the essential administrative and legal tasks, allowing you to focus on your core business activities. Here's a breakdown of how we assist:

100% Digital Incorporation: Bestar offers a fully online platform for company registration. You can complete the application in minutes without the need for physical paperwork or being physically present in Singapore.
Company Name and Filing: Bestar helps you check and reserve your desired company name with ACRA and then files all the necessary registration documents on your behalf.
Essential Statutory Services: As part of their packages, Bestar provides a qualified, Singapore-resident company secretary—a legal requirement for all Pte Ltds. We also handle the preparation and filing of your annual returns, ensuring you meet all compliance deadlines.
Business Account Opening: Bestar assists with opening a corporate bank account. We offer a digital, multi-currency Business Account, which has no minimum balance or initial deposit, or we can help you with traditional banks.
Registered Address: Bestar provides an address for your company, which fulfills the legal requirement for a physical registered office in Singapore.
Ongoing Compliance & Support: Beyond initial setup, Bestar offers services for accounting, tax filing, and payroll. Our digital platform provides a central dashboard for you to track all your company's documents, deadlines, and filings.
Support for Foreign Founders: For international entrepreneurs, Bestar's services are particularly valuable. We can provide a nominee director service, which fulfills the requirement of having a Singapore-resident director, and also assist with visa applications like the Employment Pass.

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