Foreign Company Subsidiary FAQ

The key difference is just in the shareholding. A subsidiary company is a private limited company with corporate shareholders. Below are other important facts that apply to a Singapore subsidiary:

• A Singapore subsidiary has to file audited accounts.
• Some of tax exemption incentives available to a Singapore company are not available to a 100% owned Singapore subsidiary.

For more details, refer to Singapore Subsidiary Setup guide.

Most of the foreign companies prefer to register a subsidiary rather than a branch office in Singapore. Some of the reasons include:

• A Branch is not a separate entity but only an extension of its Head Office. Any action against a Branch is tantamount to an action against the Head Office.
• A Singapore Branch is required to have at least 2 persons ordinarily resident in Singapore to act as agents.
• A Singapore Branch must annually file its Head Office accounts as well as its own audited accounts relating to its operations in Singapore.
• A branch office is treated as a non-resident entity and therefore is not eligible for tax exemptions available to resident companies such as a subsidiary company.

With recent changes to Singapore Companies Act, a Singapore subsidiary can be incorporated with a single director.

Yes, foreign directors are allowed as per Singapore company incorporation laws.

No. At least one of the directors has to be a local resident person. A local resident person is defined as a Singapore citizen, permanent resident, employment pass holder, or dependent pass holder.

It depends on your plans as below:

• If you plan to relocate and apply for employment pass for one of your senior executives, he/she can act as the local director after his/her employment pass is approved.
• Alternatively, you can use the nominee director service to satisfy the requirement of a local director.
• If you know a local person or if you have a local employee who is willing to act as the local director, you can designate him as the local director.

Yes, after the employment pass has been approved, you can act as the local director for your Singapore subsidiary.

Yes. Singapore Companies Act allows 100% foreign shareholding of a Singapore company.

Yes, that's possible.

The concept of authorized capital has been abolished and no longer applies for companies incorporated in Singapore.

The minimum amount of paid-up capital for Singapore subsidiary is $1.

Yes, you can increase the paid-up capital for the subsidiary company anytime later.

The only other officer required to be appointed besides company directors is a company secretary. Each Singapore subsidiary is required to have a professionally qualified company secretary. The company secretary must be a local person in Singapore.

All Singapore companies are legally required to have a registered Singapore address.

The step by step procedure and timeline is as follows:

Although not the norm but exceptions do exist. On rare occasions, the authorities may take more time to approve the subsidiary company name or the registration and ask for additional information. These delays can be of two types:

• Delay in the name approval by ACRA. Sometimes ACRA can refer the approval of the name to other government agencies and as such the name approval process can get delayed from normal 2 hours to 2 weeks.
• Delay in the subsidiary registration by ACRA. Sometimes ACRA can delay the registration based on the particulars of the foreign directors. Under such cases, the registration process can get delayed from normal 2 hours to 2 weeks.

No, it's not required. Your service provider can send you the necessary incorporation documents overseas for signing. However, you may be required by the bank to visit Singapore for the account opening process. This decision is taken by the banks on a case by case basis.

Typically, your service provider will require the following documents:

• Details for the proposed subsidiary such as name, share capital, shareholder, directors, etc.
• Identification details for each of the proposed directors
• Certificate of Incorporation of the parent company plus company profile document that shows the registered address and directors of the parent company

* Please note that you will need to provide officially translated English versions of any documents that are not in English.