Singapore Subsidiary Formation with Employment Pass

Singapore has become a popular destination for the incorporation of Subsidiary Companies. The key reason behind this is the transparent and business friendly corporate governance laws, world-class infrastructure, and low tax regime provided by Singapore.

Subsidiaries are beneficial for companies as it helps in accessing the resources available in Singapore and work with local partners. This gives you an opportunity to expand your business globally while saving time and money on operational costs due to the lower labor costs and taxes of Singapore compared to other countries like India or the USA.

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Subsidiary Setup with Relocation Option to Singapore

Singapore is the best place to set up a subsidiary. Singapore has a strong economy and is highly ranked in global indices. Being close to Asia, Singapore is exceptionally convenient for doing business with other Asian countries such as China and Malaysia.

You must perform the following steps if you want to establish a subsidiary company and transfer a staff member to Singapore:

Incorporate a Subsidiary Company Corporation
For the employee who is moving to Singapore, get an employment pass
Only once the registration of the subsidiary company has received approval may an application for an employment pass be submitted
The registration process can take up to three months but can be expedited if you have a good reason for doing so

The Employment Pass application will be processed within two weeks. Once the application is approved, you can start using your Subsidiary Company for business.

Setup Requirements for Singapore Subsidiary Company

Singapore subsidiary companies have the following setup requirements:

Minimum 1 Corporate Shareholder – You will be the owner of this Singapore-registered company
1 Resident Director – Each Singapore subsidiary company must have a resident director who can represent your company in Singapore
The resident director needs to be someone with prior experience running similar companies and is usually your lawyer or accountant. Suppose no one from your team has these qualifications. In that case, you may consider hiring a professional consultant for advice and guidance on the formation process before setting up the business operation in Singapore
1 Company Secretary – The person responsible for keeping records of meetings and maintaining corporate governance at our offshore company’s main office in Singapore

Features of a Subsidiary

A subsidiary is a form of company that another company owns . In other words, the parent company owns more than 50% of shares in its subsidiaries. The parent company can therefore control its operations and management.

A subsidiary is not allowed to make any decisions on its own. The parent company must make all such decisions in accordance with relevant laws, which typically require that boards of directors be appointed by shareholders of both companies jointly.

In order to establish a Singaporean subsidiary for your foreign entity, you will need to submit documents related to incorporation:

Articles of Association (AOA) – this document sets out an LLC’s internal rules and regulations
Certificate of Incorporation – this document confirms the establishment date for an LLC
Certificate of Registered Office Address – this document provides proof that an LLC has been registered under relevant laws
Memorandum & Articles – these two documents should be submitted together but are separate from one another; and
Statutory Resolutions – these are the documents that are submitted to government authorities for approval

At IMC, We Can Help You

With the support of a Singapore resident director, IMC can assist you in forming your Singapore subsidiary company. We can give you a temporary local resident director through the Nominee Director Service until you have obtained an Employment Pass and can take on that responsibility. The local directorship will be transferred to you once you have obtained your Employment Pass.

We at IMC can then request the Employment Pass for you or your staff members. Forming a company is simple, and IMC can assist you. You can register a Singapore firm and apply for an employment pass without traveling to Singapore.

Documents Required for Registration

There are a number of documents required for registration:

Name of the proposed Subsidiary Company
Brief Description of Business Activities it will carry out
Shareholders’ Particulars (name, nationality, and residential address)
Directors’ Particulars (name, nationality, and residential address)
Registered Address of the Singapore company

In addition to these documents above, you will also need an extract from the Registrar of Companies that shows your parent company’s current registered address and directors. You should also provide passport particulars as well as residential address details for any individual who will act as a director and shareholder in your Singapore subsidiary. All information must be in English; non-English documents must be translated into English before submission.

The 4 Steps Involved in the Process

Step 1: Send Your Request and also include Information Regarding Incorporation

Step 2: Pay for the subsidiary company

As soon as we receive the money for the services shown in the invoice, we will start drafting the subsidiary Company incorporation documents.

Cash, checks, telegraphic transfers, and credit cards are all acceptable forms of payment (Admin surcharges apply).

The incorporation documents must then be signed in Singapore in front of a Notary Public or, if you are overseas.

Step 3: Verification of Documents

Once we get your company’s incorporation information, we will:

Conduct compliance reviews of the shareholders and directors. In addition, we also conduct a background check on all individuals involved in making decisions for your company. This is done as part of our due diligence process and to ensure that only appropriate people are appointed to key positions within the organization
Check your proposed company’s name availability. Suppose there are any issues with regard to naming rights. In that case, we will contact you immediately so that we can discuss possible solutions together before proceeding with registration procedures further down the line (if applicable)

Step 4: Register a Company and Introduce Yourself to Banks

Following your signature on the incorporation papers, we shall proceed to register your business with Singapore’s Accounting and Corporate Regulatory Authority (ACRA). We will put you in touch with banks to open your corporate account after the company has been incorporated. Please note that bank KYC must be completed before opening a bank account.

Step 5: Apply for an employment pass

We shall electronically submit all Employment Pass (EP) applications to the Ministry of Manpower (MOM) for processing once you have been incorporated and registered with ACRA. The processing of the application by MOM takes 15 to 25 business days. We will arrange to pick up your EP as soon as we learn of the In-Principle Approval.

Only once the company has been incorporated may an application for the employment pass be submitted. You do not need to be physically present in Singapore during application processing.

Our Package

Our Package includes the following:

1. Registration of Singapore Subsidiary Company

Singapore Subsidiary formation with Employment Pass is a process of forming a subsidiary company in Singapore with an Employment Pass. To form a Singapore subsidiary, you must register the company first and then file for incorporation.

Filing for incorporation requires that you submit all the necessary documents, including a business plan and financial statements, within 30 days after registration.

The registration process involves the following:

Filling out forms at one of Singapore’s registry offices (SIROS)
Paying relevant fees
Waiting about 3 weeks to receive a Certificate of Incorporation
It will contain your company’s name, date of incorporation, and other details required by law before making any further move, such as applying for a work permit or employment pass

2. Corporate Secretarial

The company secretary provides corporate secretarial services. This is a full-service package that includes preparing and filing statutory documents, preparing and filing annual returns and accounts, as well as preparing and filing annual returns to the Companies Commission of Singapore (CCS).

Our corporate secretarial team can prepare the following documents:

Certificate of Incorporation (Form INC) submitted to CCS on your behalf
Minutes or resolutions of board meetings certified by our Director
Board Deed/Resolutions certified by our Director
Annual Return to CCS (Form AR1)

3. Provision of Nominee Director for 2 months

Are you planning to set up a Singapore subsidiary? If yes, then you may require a nominee director for the company. This means that the person appointed as a nominee director does not need to be an employee of the company but will represent its interests in compliance and regulatory requirements. The nominee director can also be appointed for specific periods or purposes.

4. Employment Pass Filing

Foreign professionals can work in Singapore using an Employment Pass, which is a type of work visa. The Ministry of Manpower (MOM) is responsible for issuing Employment Passes. An employer who wants to hire an employee needs to file for an Employment Pass for the employee before they can start working in Singapore.

While it’s possible for a company to apply directly for an Employment Pass through MOM, many companies prefer to partner with third-party companies who handle all this paperwork on their behalf so that they don’t have to deal with any red tape themselves.

Company Formation in Singapore - FAQ

Does a foreigner need to visit Singapore to establish a company?

No, you do not have to be physically present in Singapore to set up a company.

What are the key requirements for setting up a Singapore company?

A company needs to have at least one shareholder who can be a local or foreign individual or company
At least one of the directors must be a natural person, above the age of eighteen years old, and a resident of Singapore
A shareholder who is a natural person can also be a director of the company
A qualified company secretary has to be appointed. The secretary must be a resident of Singapore
Company must have a physical, local address in Singapore
The company must have a paid up capital of at least $1

What are the minimum and maximum number of shareholders a company can have?

A Singapore Private Limited Company (LLC) registration requires at least 1 shareholder. A Private Limited Company can have a maximum of 50 shareholders.

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