Your Guide to Establishing a Legal Entity in Singapore 🇸🇬

Your Guide to Establishing a Legal Entity in Singapore 🇸🇬 | Bestar

Singapore Legal Entity Setup Guide

Singapore is consistently ranked among the world's easiest places to do business, thanks to its streamlined processes, attractive tax regime, and pro-business environment. For entrepreneurs and foreign corporations looking to tap into the booming Asian market, establishing a legal entity in this vibrant city-state is often the first strategic step.

This article provides an essential guide to the primary legal structures, the incorporation process, and the core compliance requirements for setting up your business in Singapore.

Why Choose Singapore for Your Business?

The city-state's appeal as a global business hub is undeniable, offering distinct advantages that foster growth and international trade:

• Favorable Tax System: Singapore employs a single-tier corporate tax system with a flat rate of 17% on chargeable income. Crucially, there is no capital gains tax, and dividends distributed to shareholders are tax-free. Startups benefit from generous tax exemptions on their first three years of operation.

  
  

• Ease of Doing Business: The incorporation process is highly digital, efficient, and typically takes only 1–3 business days via the Accounting and Corporate Regulatory Authority's (ACRA) online portal, BizFile+.

  
  

• Strategic Gateway to Asia: Its prime geographical location provides unparalleled access to the fast-growing markets of Southeast Asia, China, and India, complemented by world-class infrastructure, including one of the world's busiest ports.

  
  

• Political and Economic Stability: Singapore boasts a stable political environment, a robust legal system, and transparent regulations, providing a secure foundation for long-term business planning.

  
  

Key Legal Entities in Singapore

Choosing the right legal structure is vital as it dictates liability, compliance requirements, and taxation. The most common entity types are detailed below:

1. Private Limited Company (Pte. Ltd.)

The Private Limited Company (Pte. Ltd.) is the most popular and recommended structure, especially for foreign entrepreneurs, as it offers the highest level of protection and credibility.

Feature	Requirement
Legal Status	Separate legal entity from its owners.
Liability	Limited liability for shareholders (liability is limited to the amount of shares they hold).
Shareholders	Minimum 1 (can be 100% foreign or corporate). Maximum 50.
Directors	Minimum 1 Resident Director (Singapore citizen, Permanent Resident, or person holding an EntrePass/Employment Pass with a Letter of Consent). A Nominee Director service is available if you don't have a local resident.
Company Secretary	Must appoint 1 Resident Company Secretary within 6 months of incorporation.
Registered Address	Must have a local physical registered office address in Singapore (P.O. boxes are not allowed).
Paid-up Capital	Minimum S$1 or equivalent in any currency.

2. Limited Liability Partnership (LLP)

An LLP combines the limited liability protection of a company with the operational flexibility of a partnership.

• Separate Legal Entity: Yes, it can own assets and sue in its own name.

  
  

• Liability: Partners enjoy limited liability—they are not personally liable for the LLP's debts or liabilities incurred by other partners' wrongful acts.

  
  

• Taxation: The LLP itself is not taxed; profits are passed through and taxed at the partners' individual personal income tax rates (tax-transparent).

  
  

• Requirements: Minimum of 2 partners and at least one manager who is a Singapore resident.

  
  

3. Sole Proprietorship (S.P.)

This is the simplest business structure, ideal for a single person conducting a business under a trade name.

• Legal Status: Not a separate legal entity; the business and the owner are one and the same.

  
  

• Liability: Unlimited personal liability. The owner is personally responsible for all business debts.

  
  

• Taxation: Business income is taxed at the owner's personal income tax rate.

  
  

• Requirements: Only available to Singapore Citizens, Permanent Residents, or valid Pass holders.

  
  

The Incorporation Process: Step-by-Step

Setting up a private limited company (Pte. Ltd.) with ACRA is typically a fast, four-step process. Foreigners must engage a registered Corporate Service Provider (CSP) to file the application.

Step 1: Secure Your Company Name

You must submit your proposed company name to ACRA via the BizFile+ portal for approval. The name must be unique, not offensive, and must not infringe on any existing trademarks. Approval is usually granted in under an hour if there are no objections.

Step 2: Fulfill Minimum Requirements and Prepare Documents

Ensure you have appointed the necessary officers and gathered all required documents.

Appointment/Requirement	Details
1 Resident Director	Local citizen/PR, or Nominee Director service.
1 Company Secretary	Must be a resident of Singapore.
1 Shareholder	Individual or corporate entity.
Local Registered Address	Physical office address.
Paid-up Capital	Minimum S$1.
Documents	Company Constitution (M&A), Director/Shareholder details (IDs, addresses), and signed consent forms.

Step 3: File the Incorporation Application

Your CSP will file the complete application with ACRA via BizFile+. Standard applications are often approved within 1–2 business days. Applications for certain regulated activities may be referred to external government agencies, which can take longer.

Step 4: Receive Your Business Profile and UEN

Upon successful registration, ACRA will issue a digital Certificate of Incorporation and a Business Profile containing your unique Unique Entity Number (UEN)—the company's official identification number required for all official transactions.

Post-Incorporation Compliance and Costs

Incorporation is just the start. Ongoing compliance is crucial for maintaining your legal status in Singapore.

Mandatory Annual Compliance

Requirement	Details
Annual General Meeting (AGM)	Must be held every calendar year (exceptions apply).
Annual Return (AR) Filing	Must be filed with ACRA within 5-7 months after the financial year end.
Corporate Tax Filing	Must file Estimated Chargeable Income (ECI) and Form C/C-S with the Inland Revenue Authority of Singapore (IRAS).
Statutory Audit	Required unless the company qualifies as an "Exempt Private Company" or meets the "Small Company" criteria.
Registered Office	Must maintain a physical registered address.

Registration Costs (ACRA Government Fees)

The minimum mandatory government fees payable to ACRA are:

• Company Name Application Fee: S$15

  
  

• Company Registration Fee: S$300

  
  

• Total Minimum ACRA Fee: S$315

  
  

Note that if you use a Corporate Service Provider (which is mandatory for foreigners and highly recommended for locals), their professional service fees for incorporation, secretarial, and nominee director services will apply in addition to the government fees.

Setting up a legal entity in Singapore is a well-defined process designed to be efficient and welcoming to international businesses. By understanding the core structures and compliance obligations, you position your venture for success in one of the world's most competitive and stable economic environments.

Your Ultimate Guide to Establishing a Legal Entity in Singapore 🇸🇬: How Bestar Singapore Ensures a Seamless Setup

Your Guide to Establishing a Legal Entity in Singapore 🇸🇬

Starting a business in Singapore, one of the world's leading financial hubs, offers unparalleled access to global markets and attractive tax incentives.¹ However, navigating the legal complexities of company incorporation in Singapore can be challenging, especially for foreign entrepreneurs.

This is where Bestar Singapore, a leading corporate services provider, becomes your indispensable partner. We offer comprehensive, end-to-end solutions that streamline your legal entity setup, ensuring full compliance with the Accounting and Corporate Regulatory Authority (ACRA) and letting you focus on what matters most: growing your business.

🚀 Key Services: Your Blueprint for a Singapore Legal Entity

Bestar Singapore specializes in providing the core mandatory services and expert guidance required to successfully establish your business presence, whether you are setting up a Private Limited Company, a Branch Office, or a Subsidiary.

1. Essential Company Incorporation Services

The foundation of establishing your legal entity begins with registration. Bestar manages the entire process to ensure a fast, efficient, and fully compliant setup.

Service Provided by Bestar	Why It's Crucial for Foreigners
ACRA Company Registration	We act as your registered filing agent, handling the entire e-submission process on the ACRA BizFile+ portal, a legal requirement for non-residents.
Company Name Reservation	We check availability and submit your proposed business name to ACRA for approval, a necessary first step.
Constitution Preparation	We draft the company's constitution (formerly Memorandum and Articles of Association) to ensure it meets Singapore legal standards and accurately reflects your business structure.
Share Capital & Structure Setup	We advise on the minimum paid-up capital of S$1 and help structure your shareholding for optimal business and tax efficiency.

2. Nominee Director Service: Meeting the Local Residency Requirement

Singapore law mandates that every private limited company must appoint at least one local resident director. If you are a foreigner not immediately relocating, the Nominee Director service is a must-have compliance solution.

• Legal Compliance: Bestar provides a professional Resident Nominee Director (Singapore Citizen, Permanent Resident, or Employment Pass holder) to meet this statutory requirement.¹⁰

  
  

• Safety Assurance: This service is provided under a robust legal agreement, ensuring the Nominee Director acts solely for compliance purposes and has no operational control over your business or bank accounts.

3. Corporate Secretarial Services: Ongoing Compliance

Post-incorporation, every Singapore company requires a qualified Company Secretary within six months to manage statutory compliance—another critical service Bestar provides.

• Statutory Compliance: Ensuring your company adheres to the Singapore Companies Act.

  
  

• Maintenance of Records: Maintaining and updating statutory registers (Directors, Shareholders, Controllers) and minute books.

  
  

• Annual Filing: Preparing and submitting Annual Returns (AR) to ACRA and organizing the Annual General Meeting (AGM) documentation.

  
  

• Advisory: Providing timely advice on corporate governance, directors' duties, and changes in local regulations.

  
  

4. Registered Office Address

A Singapore legal entity must have a physical, non-P.O. Box registered office address in the country to receive all official government and legal correspondence.

• Professional Address: Bestar offers a compliant Registered Office Address service, providing a professional image for your business and ensuring all official mail is received and handled correctly.

  
  

💼 Beyond Incorporation: Full-Service Corporate Support

Establishing the entity is the first step. Bestar Singapore supports your sustained success with a comprehensive suite of post-incorporation and ongoing services:

• Accounting & Bookkeeping: Outsourcing your financial management to comply with Singapore Financial Reporting Standards (FRS).

  
  

• Tax Advisory & Compliance: Filing your Estimated Chargeable Income (ECI) and corporate tax returns, and advising on tax incentives like the Startup Tax Exemption (SUTE).

  
  

• Employment Pass (EP) Application: Assisting foreign entrepreneurs and key personnel with their work visa applications for relocation to Singapore.¹⁹

  
  

• Bank Account Assistance: Facilitating the opening of your corporate bank account, often a complex process for foreign directors.²⁰

  
  

• HR & Payroll Services: Ensuring compliance with local labour laws and Central Provident Fund (CPF) contributions.

  
  

✅ Why Choose Bestar for Your Singapore Business Setup?

Feature	Bestar Advantage	Benefit to Your Business
Expert Local Knowledge	Highly experienced team of corporate specialists and qualified filing agents.	Avoid costly mistakes and ensure 100% ACRA compliance from day one.
One-Stop Solution	Comprehensive services from incorporation to accounting, tax, and visas.	Save time and manage all your corporate needs through a single, trusted partner.
Streamlined Digital Process	Efficient, modern procedures for fast, hassle-free registration.	Get your Certificate of Incorporation and start operations quicker.
Scalable Packages	Customised incorporation and compliance packages for startups and MNCs.	Get the exact services you need, ensuring cost-effectiveness as you grow.

📈 Ready to Establish Your Singapore Legal Entity?

Don't let the legal paperwork deter your international expansion. Partner with Bestar Singapore and leverage our expertise to ensure your company setup in Singapore is efficient, compliant, and positioned for success.

Contact Bestar Singapore today for a no-obligation consultation and take the first step towards establishing your presence in Asia's premier business destination!