Establishing a Singapore subsidiary without relocating
You must take the following steps to establish a subsidiary company without moving management staff employees to Singapore:
- Organize a Singapore-based subsidiary company
- Appoint a dependable contact or use our resident nominee director service to meet the legal requirements for Singapore corporations; and
- Open a bank account at one of the Singaporean banks in your company’s name
Our company formation agents can assist you with the incorporation process and help you choose a suitable bank to set up an account. After setting up a bank account, you can use it to deposit funds into your corporation’s bank account and start operating in Singapore.
To form a Singapore subsidiary, you’ll need to take into account these setup requirements:
- Minimum 1 Corporate Shareholder – The bearer of the shares is deemed the shareholder. The holding company will be responsible for all liabilities and obligations of this subsidiary
- 1 Resident Director – A director who resides in Singapore who is Singapore citizen, Singapore permanent resident, EntrePass or employment pass (EP) holder
- Company Secretary – A qualified person who the Board has appointed as its secretary
- Holding Company- You’ll need to set up a holding company first, which will act as the shareholder of your subsidiary. The holding company can be located in any jurisdiction worldwide. The holding company acts as the shareholder of this subsidiary and will have significant control over it
A subsidiary company may be set up with at least two shareholders, or a foreign parent company can wholly own it. The foreign parent company may own 100% of the shares in the Singapore subsidiary. Still, having any Singaporean shareholder form a subsidiary company is optional here.
A Singaporean director/shareholder must be appointed if you seek to obtain local tax incentives under the Enterprise Investment Scheme (EIS) or Venture Capital Trusts (VCT), where at least one individual shareholder must hold at least 10% shareholding in your newly incorporated subsidiary.
- As the most trusted corporate services provider in Singapore, we have assisted hundreds of companies in starting their operations in Singapore. We understand that each client has different needs and objectives, so we tailor our solutions to suit your requirements
- Our Nominee Director Service is one solution that allows you to leverage IMC’s expertise without worrying about the legalities involved in appointing a local director for registration purposes and changing them later when necessary
Required Registration Documents
For the registration of a Singapore subsidiary, any of the following materials must be submitted:
- A copy of the parent company’s certificate of incorporation
- A copy of the Registrar of Companies extract displaying the parent company’s directors and current registration address
- A corporate decision designating a particular person as the parent company’s authorized representative to sign any relevant subsidiary documents
- Individuals who will serve as directors or officers having the authority to enter into contracts on behalf of a Singapore-registered company or limited liability partnership must provide their passport information and residence address details
- Signed Consent to Act As Director by each proposed director or officer with power over contracts
- Registered address details for your business entity in Singapore
- A confirmation of the parent company and its directors or officers signing a “power of attorney” to appoint the individuals listed above
- A certificate of incorporation for your Singapore subsidiary
- And a copy of your business license
Our Process
We have a simple 4 step process to follow:
When you make your request to us, we will check the availability of your proposed company name and advise on whether or not it is available for use. For instance, if the name is similar to an existing corporate body or business in Singapore, we may need to suggest a different alternative.
If everything runs smoothly with the proposed company name, our team will prepare all documentation related to incorporation and submit it to ACRA. This includes:
- Your details, such as full name and residential address
- Our nominee director service fee which covers issuing of certificates of incorporation as well as other fees payable by directors and shareholders
- A list of directors who have been appointed on behalf of your new company through its registered office address
- A shareholding agreement between the shareholders that states their respective rights, obligations, and ownership percentages in your new company
- A list of shareholders appointed on behalf of your new company through its registered office address
You can pay by cash, cheque, or credit card. We accept payment via telegraphic transfer and credit card as well. Please ensure you have paid to the bank account before making the request. Please note that we will commence preparing incorporation documents upon receiving the payment for services, as reflected in the invoice.
The 3rd step is to incorporate the company and open a corporate bank account. Once the company has been incorporated, we will help you open a corporate bank account with one of our preferred banking partners (DBS Bank, OCBC Bank, or United Overseas Bank). The process takes three-seven weeks, post which you can transfer funds into your new business’s bank account from anywhere in the world.
In the fourth step, we will apply for an Employment Pass (EP) for you. We submit all EP applications electronically to the Ministry of Manpower (MOM), so you can learn your application outcome sooner.
It takes MOM between 15-45 working days to process the application. Upon receiving the In-principle Approval notification, we will make arrangements to collect your EP from MOM upon payment of appropriate fees and taxes due on your behalf.
The application for the employment pass can only be made once the company has been incorporated. It is optional to be physically present in Singapore while MOM is processing the application, only upon collection of EP at our office or directly at their service center if no appointment is required.
Our Package
Our service for incorporation of a private limited Singapore company includes:
When you decide on your company’s name and how it will be registered, you must check whether it is available for use.
Suppose their appointment by shareholders and creditors is resolved within 14 days from publication in Gazette (Singapore). In that case, we will proceed with filing the registration forms together with payment of professional & filing fees plus applicable GST.
Upon successful completion of all the above steps, an e-Certificate of incorporation will be emailed to you as well as given hard copy at our office together with registration forms & compliance kit, which includes:
- Corporate seal & register
- Share certificates
- Minutes book
- A set of Articles of Association, including the by-laws of your company
- The Certificate of Incorporation (CoI) is a legal document to prove that your company is registered and exists in Singapore
You can use our Nominee Director Service if you require a local Singapore resident director to satisfy the Singapore Companies Act’s requirements. If the following criteria are met, we will offer you the services of a local Nominee Director for your business:
- The service is simply provided to ensure that laws are followed
- The Nominee Director will not be engaged in any decisions on the company’s finances, operations, or management
- You must choose one or more people (often the company shareholders) to serve as the directors in charge of overseeing daily operations
- You must meet our initial and ongoing KYC standards
- Put the Nominee Director Indemnity Agreement into action
- In addition, a refundable security deposit will be needed to provide the Nominee Director Service
- The service can be stopped whenever it’s convenient for you
- You must select a fresh Singapore resident director to satisfy the statutory requirement
We have the experience to handle ongoing Statutory Compliance Matters for Nominee Directorships, including ACRA compliance alerts & reminders, maintaining the statutory books, and preparing all required minutes for Directors’ and Shareholders’ meetings.
We offer a complete range of company secretarial services, including:
- Statutory Compliance Matters for Nominee Directorships, including ACRA compliance alerts & reminders
- Maintaining the statutory books and preparation of all relevant minutes for Directors’ and Shareholders’ meetings
Bottom Line
In this post, we have discussed the legal aspects involved in Singapore subsidiary formation with the nominee director. We hope that you were able to understand the process and its importance in forming a Singapore subsidiary. For any queries regarding nominee directors or other corporate services offered by us, please feel free to contact our team.
