How to Set Up a Company in Singapore: 10 Steps for Foreigners, Fees and 2026 Rules

How to set up a company in Singapore: the short answer

Most foreign founders and overseas groups use a private company limited by shares, a "Pte Ltd": a separate legal person that limits shareholders' liability and can be wholly foreign-owned. The sequence follows ACRA's own registration guidance.

1. Choose the vehicle. Pte Ltd, branch or representative office.
2. Engage a corporate service provider (CSP). Foreigners must use one to reserve the name and register.
3. Reserve the company name. S$15 on Bizfile; the name is held for 120 days.
4. Appoint a locally resident director. At least one director must be ordinarily resident in Singapore.
5. Line up a company secretary and auditor. Within six and three months.
6. Settle the constitution, registered office and share capital. A model constitution and S$1 of share capital are enough to start.
7. Incorporate on Bizfile. S$300; most registrations are approved soon after payment.
8. Open a bank account, apply for Corppass and set up the registers.
9. Register for tax. GST is compulsory above S$1 million of taxable turnover.
10. Secure work passes. An Employment Pass or EntrePass for a relocating founder.

Other hubs differ sharply; our guide to opening a business in Dubai shows how a free zone licence compares.

Step 1: Choose between a Pte Ltd, a branch and a representative office

The first decision is whether you need a separate Singapore company at all. According to ACRA's comparison of ways to set up a foreign business, an existing foreign business has four routes.

Option	Legal status	Liability	Income and tax	Best for
Private company (Pte Ltd) subsidiary	Separate Singapore company	Limited to the subsidiary's assets	Can trade; subject to Singapore corporate tax	Full commercial operations
Branch of the foreign company	Extension of the parent, not separate	Parent fully responsible	Can trade; not tax resident unless controlled and managed in Singapore	Extending the parent's own operations
Representative office	Not a separate legal entity; temporary	Parent fully responsible	Cannot earn income; not subject to corporate tax	Market research before committing
Re-domiciliation	Foreign company becomes a Singapore company	Usually limited	Can trade; subject to corporate tax	Moving the group's legal home

A branch must have a locally resident authorised representative, who can be personally responsible for compliance failures, and its registration fee is S$300 for one year. Within the Pte Ltd family, an exempt private company has no more than 20 shareholders and, under Bizfile's rules, only limited liability partnerships as corporate shareholders, so a subsidiary of a foreign parent will be an ordinary private company limited by shares (up to 50 shareholders). The same vehicle question arises for foreign companies buying commercial property in the UK.

Step 2: Engage a corporate service provider

A foreigner without Singpass cannot register a Singapore company personally: ACRA requires foreigners, and every foreign business, to engage a corporate service provider to reserve the name and register. CSPs are typically law firms, accounting firms or corporate secretarial firms, and a single engagement often covers the filings, a registered office address, the company secretary and sometimes a nominee resident director. Check that the provider is registered with ACRA, ask who will fill each role, and get an itemised quote: CSP fees are set commercially, not by ACRA, and secretarial and address fees recur every year.

Step 3: Reserve the company name

The name comes before the company: your CSP files a name application on Bizfile, choosing the entity type and SSIC activity codes. ACRA's guidance on reserving a name on Bizfile sets the fee at S$15, non-refundable even if the name is rejected or withdrawn. Once approved, the reservation lasts 120 days; if you have not registered by then, the name is released.

• Identical names. A name identical to an existing entity will be refused unless you can justify a review.
• Restricted words. Words such as "ASEAN" need justification, and referral to another agency can add up to 15 working days.
• Same entity type. You must register the entity type you chose when reserving the name.

A company name is not a trade mark; brand protection needs a filing with the Intellectual Property Office of Singapore or an international application, explained in our guide to registering a trade mark internationally.

Step 4: Appoint a locally resident director

Section 145(1) of the Companies Act 1967 requires every company to have at least one director who is ordinarily resident in Singapore, and a sole director may also be the sole shareholder. Directors must be natural persons aged 18 or over, and under section 145(5) a director cannot resign if that would leave no locally resident director.

ACRA accepts Singapore citizens, permanent residents and holders of a valid Employment Pass, Personalised Employment Pass or Overseas Networks and Expertise Pass; Employment Pass holders must first obtain a Letter of Consent from the Ministry of Manpower. A founder who will not relocate can appoint a trusted Singapore resident or a nominee director arranged by a CSP.

Nominee directors and their duties

A nominee director acts on the directions of another person, the nominator. Bizfile asks at incorporation for any nominator's details, which the company keeps in its Registers of Nominee Directors and Nominee Shareholders. A nominee is still a director in law, with full statutory duties, so expect requests for an indemnity, access to the books and a right to resign once a replacement is found.

Step 5: Line up a company secretary and auditor

Every company needs a company secretary within six months of registration. Under section 171 of the Companies Act, the secretary must be a natural person whose principal or only place of residence is in Singapore, and the directors must take reasonable steps to ensure he or she has the requisite knowledge and experience. The office must not be vacant for more than six months (section 171(4A)), and a sole director cannot double as secretary for acts requiring both (section 171(5)).

An auditor must be appointed within three months of registration unless the company is exempt from audit requirements; a subsidiary of a large foreign group may not be, so check with your accountant early.

Step 6: Settle the constitution, registered office and share capital

The constitution sets the company's internal rules: share transfers, how general meetings are called, how directors are appointed and removed. You can upload a bespoke document or adopt the Model Constitution. A joint venture or investor-backed company usually needs a bespoke constitution and a shareholders' agreement; a wholly owned subsidiary can often start on the model.

• Share capital. A company limited by shares needs at least S$1 of share capital to start. Shares can be partly paid; licensing regimes and banks may expect more capital.
• Registered office. It must be a Singapore address where notices can be served and the company's registers are kept; it need not be where the business operates.
• Financial year end. Chosen at registration; it drives every later filing deadline.

The registered office opening-hours rule was removed on 20 October 2026; see the 2026 changes below.

Step 7: Incorporate on Bizfile

With the name approved, the CSP (or the person who reserved the name, if appointed a director or secretary) files the "Register new business entity" eService. ACRA's guidance on registering a local company via Bizfile lists what is needed: company details, financial year end, each position holder's identification and addresses, nominator and controller details, share allotment and the constitution.

The fee is S$300. Most registrations are approved soon after payment; complex applications can take up to 15 working days, and those needing approval from a referral authority can take 14 to 60 days. On approval the company receives its Unique Entity Number (UEN) and a free Business Profile, which must be downloaded within 60 days.

Registers of controllers and nominee directors

Unless exempt, the company must identify its registrable controllers from incorporation, keep a Register of Registrable Controllers and file it to ACRA's central register; if none can be identified, individuals with executive control are filed instead. The nominee registers are filed centrally in the same way. Singapore's approach is the opposite of the United States, where FinCEN removed beneficial ownership reporting for domestic companies.

Step 8: Open a bank account, apply for Corppass and set up the registers

The company can open a corporate bank account as soon as it is registered. ACRA's after-registering checklist warns that banks usually require the signatories to be identified, most directors to be physically present in Singapore, a board resolution and certified company documents, and identity checks on directors and owners. For foreign-owned companies this review is often the slowest part of the process, so gather certified documents early.

• Corppass. The single login for government transactions, available one day after the UEN is issued.
• Licences. Check GoBusiness for any sector licence; regulated activities such as payments or digital tokens need separate approval, as our report on Singapore's digital token service provider rules shows.
• Employer set-up. A CPF Submission Number before hiring, and a registered Data Protection Officer under the Personal Data Protection Act 2012.

Step 9: Register for tax, GST and the start-up exemption

A Singapore company is taxed at a flat 17% of chargeable income, according to IRAS's page on corporate income tax rates, rebates and exemptions. A new company can claim the start-up tax exemption for its first three consecutive years of assessment: 75% of the first S$100,000 of normal chargeable income and 50% of the next S$100,000 are exempt, a maximum exemption of S$125,000 a year. From the fourth year, the partial tax exemption applies instead.

The conditions trip up foreign-owned companies. The company must be incorporated and tax resident in Singapore, with no more than 20 shareholders, either all individuals or including an individual holding at least 10% of the ordinary shares. A company wholly owned by a foreign parent fails that test, and investment holding companies and property developers are excluded.

• YA 2026 rebate. IRAS has enhanced the corporate income tax rebate for YA 2026 to 50% of tax payable, with a CIT Rebate Cash Grant of S$2,000 for active companies that employed at least one local employee in 2025, and total benefits capped at S$40,000.
• GST. Registration is compulsory if taxable turnover exceeds S$1 million at the end of a calendar year or is expected to exceed S$1 million in the next 12 months. Since 1 April 2026, all new voluntary GST registrants must send invoice data to IRAS through InvoiceNow.
• Large groups. Multinationals within Pillar Two should also model top-up taxes; see our explainer on domestic minimum top-up taxes.

Earlier measures are covered in our analysis of Budget 2025's tax changes for companies.

Step 10: Secure work passes for founders and staff

Owning a Singapore company gives no right to work there; a relocating founder needs a work pass, usually the Employment Pass. The Ministry of Manpower's EP eligibility page sets a two-stage test: the candidate must first earn at least the EP qualifying salary, then, unless exempt, score 40 points under COMPASS, the Complementarity Assessment Framework.

EP qualifying salary	Current (new applications before 1 January 2027)	New applications from 1 January 2027
All sectors except financial services	S$5,600 a month, rising with age to S$10,700 at 45 and above	S$6,000 a month, rising with age to S$11,500 at 45 and above
Financial services	S$6,200 a month, rising with age to S$11,800 at 45 and above	S$6,600 a month, rising with age to S$12,700 at 45 and above

The higher figures apply to renewals of passes expiring from 1 January 2028. COMPASS scores salary, qualifications, workforce diversity and support for local employment; candidates earning a fixed monthly salary of at least S$22,500, overseas intra-corporate transferees and roles of one month or less are exempt. Employers must also meet the Fair Consideration Framework job-advertising requirement before applying.

Founders of venture-backed or innovative technology companies can instead apply for an EntrePass, before incorporation or within six months of setting up; Dependant's Pass holders need a Letter of Consent. For comparison, see our guide to getting a UK sponsor licence, and immigration advisers are listed in our immigration and citizenship directory.

After incorporation: AGM, annual return, ECI and Form C-S

The annual cycle is where foreign-owned companies fall behind; every deadline runs from the financial year end.

• Annual general meeting. Under section 175, a non-listed company must hold its AGM within six months after the end of each financial year; default carries a fine of up to S$5,000. Private companies can dispense with AGMs under section 175A.
• Annual return. Under section 197, a non-listed company must lodge its annual return within seven months after the financial year end.
• Estimated Chargeable Income (ECI). Due to IRAS within three months of the financial year end, unless annual revenue is S$5 million or below and ECI is nil.
• Corporate tax return. Form C-S for Singapore-incorporated companies with revenue of S$5 million or below, Form C-S (Lite) at S$200,000 or below, and Form C for everyone else.
• Register updates. A change of registered office address within 14 days, and annual notices to registrable controllers.

What changed for Singapore companies on 20 October 2026

The next phase of the Corporate and Accounting Laws (Amendment) Act 2025 came into force on 20 October 2026. ACRA's commencement notice of 6 October 2026 lists the key changes.

• Annual return confirmation. Filers must now confirm that the latest particulars held by ACRA for directors, CEOs, secretaries, auditors and relevant members are accurate, and answer a new question on whether anyone performs the CEO role.
• Registered office hours. The rule that a registered office be open to the public for specified minimum hours each business day has gone. Instead, a person wishing to inspect records must give reasonable notice, and the company must then make them available for at least two hours on each relevant business day.
• Striking off and restoration. Timelines are shorter, dissolution or restoration takes effect at the date and time the Registrar acts, and restoration must be refused if the entity is likely to be used for unlawful purposes or against national security or interest.
• Public companies. Statutory meetings, statutory reports and the statement in lieu of prospectus are abolished.

For a new company the practical message is that the annual return is now a verification exercise, not a data upload. Global Law Experts' analysis of Singapore's company law changes recommends replacing outdated opening-hours notices with a written inspection policy and logging inspection requests, and notes that a confirmed annual return carries more weight in buyer due diligence. That matters if the company is later sold; our comparison of a share sale and an asset sale explains why clean registers make a share sale easier.

Timeline and cost of setting up a company in Singapore

The statutory cost of incorporation is S$315: S$15 for the name and S$300 for registration. CSP, nominee director, registered office, secretarial and accounting fees are priced commercially and vary widely.

Stage	Official fee	Typical timing	Deadline or rule
Name application	S$15	Mostly soon after payment; ACRA review up to 3 working days; referrals up to 15	Register within 120 days
Bizfile incorporation	S$300	Soon after payment; complex cases up to 15 working days; referrals 14 to 60 days	Locally resident director at registration
Branch registration (alternative)	S$300 for one year	As for incorporation	Locally resident authorised representative
Corppass	None stated	From one day after UEN	Needed for Bizfile eServices
Auditor	Professional fees	Within three months	Unless audit exempt
Company secretary	Professional fees	Within six months	Resident natural person
ECI	None	Within three months of year end	Waiver if revenue S$5m or less and ECI nil
AGM and annual return	Per ACRA fee schedule	Six and seven months after year end	Sections 175 and 197

Common mistakes and when to bring in an adviser

Knowing how to set up a company in Singapore is half the job; most problems with a new company are self-inflicted and avoidable.

• Assuming the start-up exemption applies. A company owned by a foreign parent does not qualify, which changes the first-year tax forecast.
• Treating the nominee director as decorative. The nominee carries full statutory liability and will resign if kept in the dark, which can leave the company without a resident director.
• Using an unregistered provider. Check the CSP on Bizfile before handing over identity documents.
• Missing the six-month secretary deadline or the three-month auditor deadline.
• Underestimating the bank. Account opening, not incorporation, is usually the critical path.
• Ignoring tax residence. Board decisions taken abroad can affect whether the company is Singapore tax resident, and a founder relocating should also consider the home country; UK founders should read our guide to becoming non-resident for UK tax.

A Singapore corporate lawyer or chartered accountant is worth instructing where there are outside investors, regulated activities, a group restructuring or a holding structure; you can find one in our Singapore corporate and M&A directory, browse all advisers in Singapore, or search the wider tax adviser listings.

Frequently asked questions

Can a foreigner own 100% of a company in Singapore?

Yes. A Singapore private limited company can be wholly owned by foreign individuals or a foreign company. What a foreigner cannot do is register it alone: ACRA requires foreigners to use a registered corporate service provider and the company must have at least one locally resident director.

How much does it cost to set up a company in Singapore?

The official ACRA fees total S$315: S$15 for the name application and S$300 for registration on Bizfile. Fees for the corporate service provider, company secretary, registered office, any nominee director and accounting are extra and set commercially.

How long does it take to register a company in Singapore?

Most Bizfile registrations are approved soon after payment once the name is reserved. Complex applications can take up to 15 working days, and those needing approval from a referral authority can take 14 to 60 days. Opening the bank account usually takes longer than incorporation itself.

Who can be a locally resident director in Singapore?

At least one director must be ordinarily resident in Singapore. ACRA accepts Singapore citizens, permanent residents and holders of an Employment Pass, Personalised Employment Pass or ONE Pass. An Employment Pass holder needs a Letter of Consent from the Ministry of Manpower before becoming a director of their own company.

Can I set up a company in Singapore without living there?

Yes, provided someone else fills the local residency roles. You will need a locally resident director, often a nominee arranged by a registered CSP, and a resident company secretary within six months. Banks usually want most directors to attend in person, so expect at least one trip to open the account.

What is the minimum paid-up capital for a Singapore company?

A company limited by shares needs at least S$1 of share capital to start, and shares can be issued partly paid. Some licensing regimes and banks may look for a more substantial capital base.

What is the corporate tax rate for a new company in Singapore?

The headline rate is 17% of chargeable income. Qualifying new companies get a start-up exemption for their first three years of assessment, exempting 75% of the first S$100,000 and 50% of the next S$100,000. A company owned only by a foreign corporate shareholder does not qualify.

When must a Singapore company register for GST?

Registration is compulsory when taxable turnover exceeds S$1 million at the end of a calendar year, or when you reasonably expect it to exceed S$1 million in the next 12 months. Voluntary registration is possible below the threshold, and new voluntary registrants must now use InvoiceNow.

What changed in Singapore company law on 20 October 2026?

Annual returns now require confirmation that ACRA's records of officers and members are accurate, plus a question on who performs the CEO role. The minimum opening-hours rule for registered offices was replaced by an inspection-on-notice rule, and striking off and restoration were streamlined.

Sources

1. ACRA, Step 1: Understanding requirements and eligibility (rules for foreigners): acra.gov.sg
2. ACRA, Ways to set up foreign businesses in Singapore: acra.gov.sg
3. ACRA, Step 3.2: Reserving a business name via Bizfile: acra.gov.sg
4. ACRA, Step 4.6: Registering a local company via Bizfile (updated 19 October 2026): acra.gov.sg
5. ACRA, Step 5: After registering a local company: acra.gov.sg
6. ACRA, Commencement of key changes under the Corporate and Accounting Laws (Amendment) Act 2025 on 20 October 2026 (6 October 2026): acra.gov.sg
7. Companies Act 1967, sections 145, 171, 175 and 197: Singapore Statutes Online
8. IRAS, Corporate Income Tax Rate, Rebates and Tax Exemption Schemes: iras.gov.sg
9. Ministry of Manpower, Eligibility for Employment Pass: mom.gov.sg
10. Global Law Experts, "Singapore's Company Law Changes, Annual Returns, Registered Offices and Striking Off Under the Corporate and Other Entities Reforms"

About this article

This guide was researched and written by The Corporate INTL Newsroom, which covers cross-border legal, regulatory and business developments for lawyers, professional advisers and financiers in over 150 jurisdictions. It has been checked against ACRA's registration and compliance guidance, the Companies Act 1967 on Singapore Statutes Online, IRAS corporate tax guidance and the Ministry of Manpower's Employment Pass rules. Fees, salary thresholds and tax rebates are those in force on the date of review and can change. It is general information, not legal or tax advice; for advice on a specific set-up, consult a qualified Singapore lawyer or accountant. Last reviewed 5 November 2026. For more analysis like this, visit the Corporate INTL newsroom or subscribe to Corporate INTL.