The Definitive Guide to Setting Up a Subsidiary in Singapore: Your Gateway to Asia

Setting Up a Subsidiary in Singapore

The Definitive Guide to Setting Up a Subsidiary in Singapore: Your Gateway to Asia

Unlock the full potential of the Asian market by learning how to set up a wholly-owned subsidiary in Singapore. Discover the requirements, step-by-step process, and key benefits, including limited liability and favorable tax incentives.

Singapore, a globally recognized financial and commercial hub, is the premier choice for international businesses seeking to establish a strong regional presence. For multinational corporations (MNCs) and growing enterprises, the Singapore Subsidiary is often the most strategic and beneficial entity type.

This comprehensive guide will walk you through everything you need to know about incorporating a subsidiary, from the initial requirements to post-incorporation compliance.

What is a Subsidiary Company in Singapore?

A subsidiary is a private limited company (Pte Ltd) incorporated in Singapore, where a foreign or local parent company holds a controlling interest (typically over 50% of the shares, often 100%).

Crucially, a Singapore subsidiary is considered a separate legal entity from its parent company.

Key Advantages of Choosing a Subsidiary:

Feature	Subsidiary Benefit
Limited Liability	The parent company's liability is limited to its investment in the subsidiary, protecting its global assets from the subsidiary's debts and legal obligations.
Corporate Tax Benefits	As a locally incorporated company, the subsidiary is treated as a tax resident and is eligible for Singapore's attractive corporate tax rates (flat 17%) and generous tax exemption schemes for new companies.
100% Foreign Ownership	Singapore laws permit 100% foreign ownership, offering full control to the parent company.
Independent Operations	The subsidiary can engage in a wider range of commercial activities, distinct from the parent company, providing greater operational flexibility.
Brand Recognition	Operating as a local entity often enhances credibility and customer trust within the Asian market.

Essential Requirements for Subsidiary Incorporation

To successfully register your subsidiary with the Accounting and Corporate Regulatory Authority (ACRA), you must meet the following statutory requirements:

Requirement	Details
Company Name	Must be unique, approved by ACRA, and not infringe on any existing trademarks.
Registered Address	A valid physical office address in Singapore (P.O. Boxes are not permitted).
Resident Director	A minimum of one director who is "ordinarily resident" in Singapore (a Singapore Citizen, Permanent Resident, or Employment Pass/EntrePass holder).
Shareholders	A minimum of one shareholder (which can be the parent company itself). 100% foreign corporate shareholding is allowed.
Company Secretary	Must appoint a qualified, Singapore-resident company secretary within six months of incorporation.
Paid-Up Capital	Minimum paid-up capital of S$1.
Constitution	A company Constitution outlining the rules governing its operations.

Important Note for Foreigners: Foreign individuals or foreign parent companies must appoint a registered filing agent (like a corporate services provider) to submit the incorporation documents to ACRA on their behalf. You cannot self-register without a SingPass ID.

Step-by-Step Guide to Setting Up Your Subsidiary

The incorporation process in Singapore is streamlined and typically completed within 1 to 3 business days once all documentation is in order.

Step 1: Engage a Corporate Service Provider (CSP)

For foreign parent companies, engaging a reliable Singapore-based CSP is the first and most critical step. They will handle all filing, compliance, and statutory requirements, including providing Nominee Director and Company Secretary services if needed.

Step 2: Reserve the Company Name

Your CSP will submit your proposed company name to ACRA for approval via the BizFile+ portal. This typically takes a few hours, though some names may require referral to other government authorities. Once approved, the name is reserved for up to 120 days.

Step 3: Prepare Incorporation Documents

The CSP will gather and prepare the necessary documents:

• Parent Company Documents: Certificate of Incorporation, resolution authorizing the subsidiary setup, and details of the authorized representative.

  
  

• Subsidiary Details: Proposed business activities (SSIC codes), details of the local director(s) and shareholder(s) (including passport/ID and residential address proof), and the Registered Office address.

  
  

• Company Constitution (Model constitution is available).

  
  

Step 4: Submit Application to ACRA

The CSP will submit the full incorporation application and pay the required government fees (Name reservation S15+IncorporationfeeS300).

Step 5: Receive Incorporation Confirmation

Upon successful registration, ACRA will issue an official email notification confirming the incorporation. This email contains the Unique Entity Number (UEN), which acts as your company's official registration number. The company is now a legally recognized entity.

Post-Incorporation Compliance Checklist

Your journey doesn't end with incorporation. To ensure ongoing compliance and smooth operations, the following steps are mandatory:

1. Open a Corporate Bank Account: Open a corporate bank account in the subsidiary’s name. Most banks require physical presence or an in-person interview with the directors/signatories.

   
   

2. Register for CorpPass: All Singapore-incorporated companies need to register for CorpPass, a corporate digital identity for accessing government digital services.

   
   

3. Apply for Business Licenses/Permits: Depending on your industry (e.g., finance, food & beverage, education), you may need specific licenses from the relevant authorities.

   
   

4. Register for GST (if applicable): If your annual turnover exceeds S$1 million, the subsidiary must register for Goods and Services Tax (GST) with the Inland Revenue Authority of Singapore (IRAS).

   
   

5. Ongoing Statutory Compliance: Fulfill continuous compliance obligations, including:

   
   

   • Filing Annual Returns (AR) with ACRA.

   • Holding an Annual General Meeting (AGM).

   • Filing Corporate Tax Returns with IRAS.

   • Maintaining proper accounting records and statutory registers.

     
     

Expand with Confidence

Establishing a subsidiary in Singapore is a strategic move that provides a secure, flexible, and tax-efficient structure for regional expansion. By understanding the core requirements and partnering with an experienced corporate services provider, your business can quickly set up operations and begin to capitalize on Singapore’s status as a world-class business hub.

Ready to start your expansion? Consult with a Singapore corporate specialist today to ensure a seamless and compliant incorporation process.

Your Seamless Launch in Asia: How Bestar Singapore Transforms Your Subsidiary Setup

The Definitive Guide to Setting Up a Subsidiary in Singapore: Your Gateway to Asia

Partner with Bestar Singapore to eliminate compliance stress and accelerate your launch into the Asian market. Discover our end-to-end services, including Nominee Director, Corporate Secretarial, and post-incorporation compliance support.

The "Definitive Guide to Setting Up a Subsidiary in Singapore" outlines the immense opportunity—and the stringent legal requirements—of establishing a separate legal entity in the Lion City. For foreign corporations, navigating the requirements for a Resident Director, Company Secretary, and continuous ACRA compliance can be a significant hurdle.

This is where Bestar Singapore steps in. As your expert Corporate Services Provider (CSP) and ACRA Registered Filing Agent, we transform the complex legal process into a swift, stress-free path to market entry, ensuring you are fully compliant from Day One.

Why Foreign Companies Need Bestar Singapore

While Singapore allows 100% foreign ownership, the law mandates local personnel and administrative requirements that a foreign parent company cannot fulfill on its own:

• You must appoint a Singapore Resident Director.

  
  

• You must appoint a Singapore Resident Company Secretary.

  
  

• You must use a Registered Filing Agent (CSP) to submit the incorporation application to ACRA.

Bestar Singapore is your reliable partner, providing all these mandatory elements and expertise under one roof, allowing you to focus purely on your business strategy.

Bestar's End-to-End Subsidiary Setup Solutions

Bestar provides a complete suite of services tailored for foreign companies establishing a Singapore Subsidiary (Private Limited Company).

1. Pre-Incorporation & Mandatory Services

Bestar Solution	Business Benefit
Nominee Director Service	Fulfills the statutory requirement for at least one Resident Director, allowing your foreign team to manage operations without immediate relocation. (Subject to KYC/security deposit).
Corporate Secretary Appointment	Provides the mandatory qualified Singapore-resident Company Secretary, ensuring all statutory records and administrative duties are managed professionally.
Registered Office Address	Supplies a compliant local physical address for all official government and mail correspondence, a legal requirement for your subsidiary.
Name Reservation & Due Diligence	Manages the application and approval of your unique company name with ACRA, preventing delays.

2. Seamless Incorporation Process

Bestar’s expertise ensures a fast and accurate filing process, leveraging the government's online platform, BizFile+:

Step	Bestar's Role
Document Preparation	Prepares the Company Constitution, statutory forms (e.g., Director's Consent), and all necessary supporting documents from the parent company.
ACRA Submission	Submits the complete application package to ACRA as your registered agent, typically achieving approval within 1-3 business days.
Post-Incorporation Documents	Delivers the Certificate of Incorporation (UEN), Business Profile, and essential corporate records (share certificates, statutory registers).
Corporate Bank Account Assistance	Helps you navigate the complex corporate bank account opening process with major local and international banks, often facilitating the necessary introductory services.

3. Ongoing Compliance and Growth Support

A Singapore subsidiary requires annual maintenance. Bestar offers a comprehensive package to ensure long-term adherence to the Companies Act and IRAS regulations:

Service Category	Bestar's Value-Add
Corporate Secretarial	Manages the Annual General Meeting (AGM), files the Annual Returns (AR), and maintains all corporate governance records.
Accounting & Bookkeeping	Handles accurate, compliant financial record-keeping, preparing financial statements in adherence to Singapore Financial Reporting Standards (SFRS).
Tax Advisory & Compliance	Files the Estimated Chargeable Income (ECI) and the annual corporate tax return with IRAS, helping your subsidiary capitalize on available tax exemptions and incentives.
HR & Payroll Services	Assists with local staff onboarding, CPF contributions, and precise payroll management, a critical function for any expanding team.
Employment Pass (EP) Application	Provides licensed expertise in securing the necessary work passes for foreign staff and management, ensuring a smooth transition of key personnel.

Launch Your Asia Strategy with Confidence

Attempting to set up and manage a subsidiary without local expert guidance can lead to costly errors, penalties, and operational delays. By partnering with Bestar Singapore, you secure:

• Speed to Market: Reduce your incorporation timeline to days, not weeks.

  
  

• Zero Compliance Risk: Eliminate the worry of statutory non-compliance and missed deadlines.

  
  

• Focused Management: Free your core executive team to concentrate on sales, strategy, and regional expansion.

Unlock the full potential of your Singapore subsidiary. Contact Bestar Singapore today for a personalized consultation and a tailor-made corporate services package.