Do’s and Don’ts for Foreigners Incorporating a Business in Singapore

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Singapore is one of the world’s most business-friendly destinations, attracting entrepreneurs from all over the globe. While incorporating a business as a foreigner is relatively straightforward, there are key legal, regulatory, and operational considerations to keep in mind. Making informed decisions from the start can help avoid compliance issues, financial setbacks, and unnecessary delays.

This guide provides a detailed breakdown of the do’s and don’ts for foreigners looking to incorporate and operate a business in Singapore successfully.

For a step-by-step incorporation process, refer to our comprehensive guide on incorporating a business in Singapore as a foreigner. If you’re looking for funding support, explore our guide to accessing government grants for foreign businesses.

1. Do Choose the Right Business Structure

Foreign entrepreneurs typically register a Private Limited Company (Pte Ltd) as it provides:

  • Limited liability for owners.
  • Scalability and eligibility for tax incentives.
  • 100% foreign ownership (no need for a local partner).

Alternative Structures:

  • Sole Proprietorship: Simple, but offers no liability protection.
  • Limited Liability Partnership (LLP): Suitable for professional firms like law or accounting practices.

2. Do Appoint a Local Director

Singapore law requires at least one local resident director, who must be:

  • A Singapore citizen, Permanent Resident (PR), or EntrePass holder.
  • At least 18 years old and free from legal disqualifications.

Solution for Foreigners:

  • Engage nominee director services from a corporate service provider.
  • Consider applying for an Employment Pass (EP) to become your own local director.

3. Do Engage a Corporate Secretary

A corporate secretary must be appointed within six (6) months of incorporation to handle:

  • Regulatory compliance with ACRA and IRAS.
  • Filing of annual returns and board resolutions.
  • Maintaining statutory records.

4. Do Register a Local Business Address

  • Your company must have a registered office address in Singapore (P.O. boxes are not allowed).
  • Foreigners can use virtual office services if a physical office is not required.

5. Do Open a Corporate Bank Account

  • Singapore offers local and international banking options such as DBS, OCBC, HSBC, and Citibank.
  • Banks typically require:
    • Certificate of Incorporation
    • Company Constitution
    • Director’s and shareholders’ identification documents
    • Proof of business activities (e.g., contracts, invoices).

6. Do Understand Tax Obligations

  • Corporate Tax: Singapore has a flat corporate tax rate of 17%.
  • Start-Up Tax Exemption (SUTE): Newly incorporated companies can enjoy 75% tax exemption on the first S$100,000 of chargeable income for the first three (3) years.
  • Goods and Service Tax (GST): Register if annual revenue exceeds S$1 million.

For more on tax incentives and compliance, refer to our step-by-step incorporation guide.

7. Do Apply for Relevant Business Licenses

Depending on your industry, you may need specific licenses:

  • Food & Beverage (F&B): Singapore Food Agency (SFA) license.
  • Financial Services: Monetary Authority of Singapore (MAS) approval.
  • Retail Business: Licenses for handling hazardous materials or certain goods.

Don’ts Mistakes to Avoid When Incorporating

  1. Don’t Assume You Can Self-Register Your Company
    • Foreigners cannot self-register a company in Singapore and must engage a registered filing agent or corporate service provider.
  2. Don’t Ignore Local Compliance Requirements
    • Failing to file Annual Returns and Estimated Chargeable Income (ECI) can lead to fines.
    • Directors are responsible for ensuring compliance with ACRA and IRAS regulations.
  3. Don’t Overlook Work Pass Requirements
    • If you plan to relocate to Singapore, apply for an Employment Pass (EP) or EntrePass.
    • Ensure your salary and business role meet Ministry of Manpower (MOM) requirements.

Need help with grants to support your business? Read our guide to government grants for foreign businesses.

Common Challenges and How to Overcome Them

  1. Securing a Local Director
    • Engage nominee director services or apply for an Employment Pass.
  2. Opening a Corporate Bank Account
    • Some banks require physical presence for verification, consider fintech option like Airwallex or Wise.
  3. Managing Tax and Accounting
    • Hire a professional tax consultant or accountant to handle corporate filings.

Successfully incorporating and running a business in Singapore as a foreigner requires careful planning, regulatory compliance, and strategic decision making. By following the right steps and avoiding common mistakes, foreign entrepreneurs can seamlessly integrate into Singapore’s thriving business ecosystem.

For further reading, check out our Step-by-Step Guide to Incorporating a Business in Singapore as a Foreigner and Government Grants Available for Foreign Businesses.

Need assistance with incorporation? Contact Lett for expert guidance and corporate services tailored to foreign entrepreneurs.

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