Singapore Company Incorporation Guide (Non-Resident)

Entity: Private Company Limited by Shares (Pte. Ltd.) – 100% foreign ownership allowed.
Regulator: ACRA via BizFile+.
Minimum Capital: S$1.
Local Requirements: ≥1 resident director; appoint a resident company secretary within 6 months; registered office open at least 3 hours on business days.

Taxes

• Corporate income tax: 17% flat. Territorial basis – Singapore taxes Singapore-sourced income and foreign-sourced income only when received in Singapore.
• GST: 9%; registration required if taxable turnover > S$1m (retrospective/prospective tests).
• Foreign-sourced income relief (FSIE): Dividends/branch profits/service income may be exempt on receipt if conditions are met (headline rate ≥15% in source state, subject-to-tax, beneficial).
• No CFC rules: Retained profits in foreign subsidiaries generally untaxed until received in Singapore (subject to rules above).

Practical Structuring for Non-Residents

• Banking: To defer SG tax, receive customer funds into non-Singapore accounts and avoid using those funds to pay SG expenses or to buy movable property brought into SG. If remitting, check FSIE eligibility first.
• Contracts & performance: Keep negotiation, signing, and service performance outside SG to support foreign-source characterization.
• Substance choice: If you need treaty access, manage control-and-management in SG and obtain a COR; otherwise keep it abroad to prioritize deferral.

Annual Compliance

• Annual Return: Within 7 months after FYE (AGM may be dispensed with if criteria met).
• Financials: XBRL with the Annual Return (unless exempt).
• ECI: Within 3 months after FYE (unless waiver applies).
• Tax Return: Form C-S/C-S (Lite)/C by 30 Nov (YA).
• Records: Keep accounting/source documents at least 5 years.

Banking & KYC

Major banks onboard foreign-owned companies but commonly require in-person verification. Expect enhanced KYC. Some banks/fintechs offer partial remote onboarding.

Best Practices

• Use a professional resident-director service with clear indemnities and board controls.
• Start a compliance calendar (AR, XBRL, ECI, GST, tax returns) from day 1.
• Document board meetings in SG if you want SG tax residency; otherwise keep meetings abroad.

Questions? Email [email protected] or [email protected].