Guide to Business Incorporation in Singapore (2025)

Author: Tien Ho | Date: January 27, 2025 | Category: Business Incorporation

Singapore offers one of the most efficient and transparent business environments in the world. This guide walks you through the main steps and key considerations for setting up a company in Singapore.

Table of Contents

Types of Business Structures in Singapore

Singapore offers several business entity types, each with distinct legal and operational characteristics:

Sole Proprietorship

A business owned by a single individual. It is not a separate legal entity, so the owner has unlimited personal liability for all debts and obligations. The business income is treated as the owner's personal income for tax purposes. This structure is easy to set up and dissolve, but it cannot have more than one owner.

Partnership (General Partnership)

An association of 2 to 20 persons carrying on a business for profit. Like a sole proprietorship, a partnership is not a separate legal entity and partners have joint and unlimited liability for the partnership's debts (including liability for each other's actions). Profits are taxed as each partner's personal income (or corporate income if a partner is a company). Partnerships are relatively simple to form, but any partner can bind the firm and a partner's exit may dissolve the partnership (unless otherwise agreed).

Limited Partnership (LP)

A partnership with at least one general partner and one limited partner. The general partner runs the business and has unlimited liability, while limited partners are passive investors liable only up to their agreed contribution. An LP is not a separate legal entity and cannot own property in its own name. It provides a way to raise capital from limited partners, but if it ever has no limited partner, the LP's registration is suspended until a new one joins.

Limited Liability Partnership (LLP)

A partnership where each partner has limited liability for business debts and is not personally liable for the negligence or misconduct of other partners. An LLP is a separate legal entity from its partners, meaning it can own property and sue or be sued in its own name. Profits pass through to partners (taxed in their hands, as with a partnership). LLPs combine flexibility of partnerships with some benefits of companies, often used by professional services firms or joint ventures.

Company (Private Limited Company)

A company is a distinct legal entity separate from its shareholders and directors. Shareholders enjoy limited liability. A private company limited by shares (commonly denoted Pte Ltd) can have up to 50 shareholders; an Exempt Private Company is a private company with at most 20 shareholders and no corporate shareholder. Companies have perpetual succession and can continue even if ownership changes. Profits are subject to corporate tax rates (17% flat rate), but Singapore's one-tier tax system means dividends to shareholders are tax-free. This structure entails higher compliance requirements but offers credibility and easier access to capital.

Note: Public companies (limited by shares or guarantee) also exist for larger enterprises to raise capital from the public, but this guide focuses on structures commonly used by SMEs and entrepreneurs.

Setting Up a Business: Requirements and Process by Structure

Each business structure has specific setup requirements, but all registrations are done with the Accounting and Corporate Regulatory Authority (ACRA) via the online BizFile+ portal. Below are the practical steps, minimum capital, foreign ownership rules, and typical setup time for each structure:

Sole Proprietorship

A sole proprietorship is the simplest form of business. Key setup details:

Eligibility & Ownership

The owner must be at least 18 years old. Only Singapore Citizens, Permanent Residents, or EntrePass holders can register a sole proprietorship in their own name. Foreign individuals who are not resident in Singapore may still own a sole proprietorship but must appoint an authorised representative who is ordinarily resident in Singapore to act on their behalf.

Minimum Capital

No minimum capital is required – there is no paid-up capital concept for sole proprietorships. The owner funds the business personally as needed.

Registration Steps

Choose a business name and ensure it is not identical or too similar to an existing name (names can be reserved via BizFile). Provide a local Singapore business address for the business. During registration, you will also need to specify the business activity by selecting the appropriate SSIC code (industry classification). Then submit the online application on ACRA's BizFile portal with the owner's personal identification details (or the appointed local rep's details) and pay the registration fee. The fee is S$115 for a one-year registration (this includes a S$15 name application fee and S$100 business registration fee). ACRA typically approves straightforward applications within minutes to a day, and issues a Unique Entity Number (UEN) upon registration.

Timeline

Incorporation of a sole proprietorship is usually completed within the same day if the chosen name is approved and no additional approval from other agencies is needed. The business registration is valid for 1 or 3 years (depending on the fee paid) and must be renewed upon expiry to remain in operation.

Partnership (General Partnership)

Setting up a general partnership is similar to a sole proprietorship, except there are multiple owners. Key setup details:

Partners & Eligibility

A minimum of 2 partners (up to 20) is required. Partners can be individuals (18 years and above) or corporate entities. At least one manager or authorized representative who is ordinarily resident in Singapore must be appointed if all partners are not resident in Singapore.

Capital

No minimum capital requirement. Partners typically contribute capital as agreed among themselves.

Registration Steps

Reserve a business name and register via BizFile, similar to a sole proprietorship. The partnership will need to provide its business address and select the SSIC business activity code. All partners' particulars (or their authorized agent's details) are provided in the application. The registration fee is S$115 for one year (or S$175 for a three-year registration), the same as for a sole proprietorship.

Timeline

Registration is typically approved within a day if all information is in order. Like sole proprietorships, partnerships are registered under the Business Names Registration Act and must be renewed every 1 or 3 years to remain active.

Limited Partnership (LP)

The setup for a Limited Partnership involves designating general vs. limited partners. Key setup details:

Partners

You need at least one general partner and one limited partner to register an LP. There is no maximum number of partners. Both individuals (18 or older) and corporate entities can be partners in an LP. If all general partners are not ordinarily resident in Singapore, a local manager who is resident in Singapore must be appointed to act as a liaison.

Capital

There is no statutory minimum capital – however, the limited partner's liability is capped at the amount of capital they agree to contribute, which should be stated in the LP agreement.

Registration Steps

The process is again through BizFile. You'll choose a name, provide a registered business address in Singapore, and indicate the particulars of each general and limited partner. You also need to declare the agreed contribution of each limited partner (for reference of liability). The fees are S$115 for a one-year registration (S$15 name application + S$100 registration), or S$175 for a three-year term.

Timeline

LP registration is usually processed as quickly as a partnership – often within 1 day. The registration must be renewed periodically (1 or 3 years) similar to partnerships.

Limited Liability Partnership (LLP)

An LLP must be registered under the Limited Liability Partnerships Act. Key setup details:

Partners

At least two partners are required (no maximum number). Partners can be individuals or companies. Crucially, an LLP must have at least one "manager" who is ordinarily resident in Singapore (aged 18 or above) to ensure a local point of contact for regulatory matters.

Capital

No minimum capital is prescribed for LLPs. Partners may contribute capital as agreed among themselves, but there's no paid-up capital requirement to register.

Registration Steps

The LLP registration is done via BizFile. You must reserve a name, provide a Singapore registered office address, and list all partners. During registration, designate at least one partner as the manager (the local resident manager). You'll also select the SSIC business activity code(s). The registration fee is S$115 (S$15 for name application + S$100 registration). Unlike sole proprietorships or LPs, an LLP's registration does not expire; it is a perpetual entity once registered (no renewal fees).

Timeline

Incorporation of an LLP is fast – typically within a day or a few days. Once approved, ACRA issues an LLP registration number (UEN). The ongoing requirement is an Annual Declaration of Solvency or Insolvency to be filed by a manager of the LLP.

Private Limited Company (Pte Ltd)

Incorporating a company in Singapore is a more involved process but still highly streamlined. Key setup details:

Directors and Shareholders

A private company can be formed with a single shareholder and a single director (they can be the same person). At least one director must be "ordinarily resident" in Singapore (a Singapore Citizen, Permanent Resident, or someone with an Employment Pass/EntrePass or Dependant's Pass who resides in Singapore). Foreign individuals can own 100% of the shares – Singapore imposes no restrictions on foreign shareholding.

Minimum Capital

The minimum paid-up capital is S$1 (at least one share must be issued). Most startups simply start with S$1 or a small nominal capital (which can be increased later).

Incorporation Steps

1) Choose an available company name and get it approved by ACRA (names are usually approved instantly if they are not conflicting or sensitive).
2) Prepare the incorporation documents: you can use the standard Constitution (formerly called Memorandum & Articles of Association) provided by ACRA's template, or a custom one.
3) Obtain signed consent from each director (Form 45) and a declaration of compliance from the company secretary or a filing agent.
4) Provide particulars of shareholders, directors, and the company secretary, as well as the registered office address and the principal business activities (SSIC codes).
5) File all this information through the BizFile+ online system.
6) Pay ACRA's fee for incorporation (S$300, plus S$15 for name application; total S$315).

Timeline

Singapore is known for its speedy incorporation. A local-owned company can often be incorporated within one day, and even a foreign-owned company typically in 1–3 days (allowing time for due diligence on foreign directors/shareholders). The process is fully electronic; physical presence is not required for incorporation.

Singapore Standard Industrial Classification (SSIC) Codes

When registering any business in Singapore, one of the required pieces of information is the business activity classification. This is done via SSIC codes, which stands for Singapore Standard Industrial Classification codes. The SSIC is the national system for classifying economic activities, maintained by the Department of Statistics. Each SSIC code is a 5-digit number that corresponds to a specific industry or business activity.

Relevance of SSIC codes

Every business entity must provide at least one SSIC code that best describes its primary activity during registration. These codes are used by government agencies for statistical tracking, policy-making, and determining if any sector-specific regulations or licenses apply.

Where to find SSIC codes

The SSIC catalogue is updated periodically (the current version as of 2025 is SSIC 2025). You can search for the appropriate code using the government's online tools. A convenient way is the SSIC Search function via the GoBusiness e-Adviser – this tool lets you input keywords about your business and suggests matching SSIC codes.

Corporate Tax Obligations and Rates

One of Singapore's attractive features is its competitive corporate tax regime. The headline corporate income tax rate is 17% on chargeable profits, flat for both local and foreign companies. However, tax obligations and actual tax payables depend on various schemes and the business structure:

Taxation by Entity Type

Sole proprietorships

The business has no separate legal identity, so profits are taxed as the owner's personal income. The owner will report business profits in their personal income tax return. Singapore's personal income tax rates are progressive (0% on the first S$20k of income, up to 22% on income above S$320k).

Partnerships (including LPs and LLPs)

Singapore treats partnerships similarly to sole props for tax: the partnership itself is not taxed on its profits. Instead, each partner is taxed on their share of the partnership income. If the partner is an individual, their share is taxed at personal income tax rates; if the partner is a company, that share is taxed at the corporate rate.

Companies

A company is a taxable entity on its own. A Singapore-incorporated company (tax resident in Singapore) pays corporate tax on its Singapore-sourced income and foreign income remitted to Singapore. The corporate tax is a flat 17% of chargeable income, but effective tax rates are often lower due to exemptions and incentives.

Tax Exemption Schemes

Singapore provides generous tax breaks for new and small companies. A Start-up Tax Exemption (SUTE) scheme offers qualifying new companies an exemption on the first S$100,000 of chargeable income for each of the first 3 years of assessment – specifically, 75% of the first $100k and 50% of the next $100k are exempt.

Even companies that do not qualify for SUTE enjoy a Partial Tax Exemption: 75% of the first $10,000 and 50% of the next $190,000 of chargeable income are exempt for all companies.

Filing Tax Returns

Companies must file an Estimated Chargeable Income (ECI) with IRAS within 3 months of the end of their financial year, unless the company qualifies for an ECI waiver. The annual Corporate Income Tax Return (Form C-S or Form C) is due by 30 November each year.

Goods and Services Tax (GST)

GST is Singapore's value-added tax, which is 8% in 2023 and rose to 9% from 1 Jan 2024. If your business's annual taxable turnover exceeds S$1 million, GST registration is compulsory.

Annual Reporting and Compliance Requirements

After setting up the business, there are ongoing compliance and reporting obligations to both ACRA (the corporate regulator) and IRAS (the tax authority).

Sole Proprietorship & Partnership

These business forms have minimal annual filing requirements with ACRA aside from renewing the business registration. The registration must be renewed before expiry (every 1 or 3 years) by paying a renewal fee (currently $30 for one year, or $90 for three years).

Limited Partnership (LP)

An LP, like a general partnership, must also renew its registration annually or triennially with ACRA by paying the fee to remain active. There are no annual returns or financial statements to file with ACRA for an LP.

Limited Liability Partnership (LLP)

LLPs have ongoing obligations but simpler than companies. There is no annual renewal fee – once formed, an LLP exists until wound up or struck off. However, an LLP must lodge an Annual Declaration of Solvency or Insolvency with ACRA every year.

Companies (Private Limited)

Companies have the most extensive annual compliance requirements. Key obligations include:

Annual General Meeting (AGM)

A private company is required to hold an AGM within 6 months from the end of its Financial Year End (FYE). At the AGM, the directors present the financial statements to shareholders and address any queries.

Annual Return (AR) Filing with ACRA

Every company must file an Annual Return with ACRA, which is essentially an update of key company information and (for most companies) the submission of financial statements. The AR must be filed within 7 months from the FYE for a private company.

Financial Statements and Audit

Companies must keep proper accounting records and prepare Financial Statements annually that comply with Singapore Accounting Standards. If the company is not exempt from audit, these financial statements must be audited by a licensed auditor and presented at the AGM.

Tax Filings

A company's financial year (FYE) is chosen by the company (common choices are 31 December or 31 March). Within 3 months of the FYE, the company must file an Estimated Chargeable Income (ECI) with IRAS (unless it meets conditions for waiver).

Statistics: Business Entities in Singapore by Structure

To understand the business landscape, it helps to look at how many of each type of entity exist in Singapore. The ACRA maintains live statistics of registered business entities. As of May 2025, the distribution of business entities is as follows:

According to ACRA's registry, private limited companies form the majority of entities (~74% of all business registrations), reflecting the popularity of the company structure. Sole proprietorships and partnerships account for about 24%, while Limited Liability Partnerships are around 2.6%. Limited Partnerships are very few, well under 1% of entities.

In raw numbers, there were approximately 453,787 companies on the register, 145,359 sole proprietorships & partnerships, 16,182 LLPs, and 891 LPs as of May 2025. This totalled about 617,848 live business entities.

Pros and Cons of Each Business Structure

Sole Proprietorship

Pros

Cons

Partnership (General Partnership)

Pros

Cons

Limited Partnership (LP)

Pros

Cons

Limited Liability Partnership (LLP)

Pros

Cons

Private Limited Company (Pte Ltd)

Pros

Cons

Choosing the Best Structure for Foreign Entrepreneurs and Established Businesses

Private Limited Company for Foreigners

In almost all cases, a private limited company (Pte Ltd) is the recommended structure for foreign individuals or overseas companies establishing a presence in Singapore. The key reason is that Singapore allows 100% foreign ownership of companies in all sectors, and a company offers limited liability and a distinct legal entity to conduct business.

Work Passes and Residency Options for Foreigners Starting a Company

Foreigners who incorporate a company in Singapore need to consider how they will legally operate or manage the business on the ground. Simply owning a Singapore company does not automatically give one residency or the right to work in Singapore – a separate process is needed to obtain work passes or appoint local personnel.

Employment Pass (EP)

The most common route for a foreign company founder to work in Singapore is to obtain an Employment Pass. An EP is a work visa for professional, managerial, or executive roles. Your newly incorporated company can sponsor you for an EP as its employee (usually as a director or CEO role).

EntrePass

Singapore has a specific scheme for foreign entrepreneurs called the EntrePass, intended to attract innovative startups. Unlike the EP, the EntrePass does not have a minimum salary requirement; instead, it evaluates the business idea and the entrepreneur's profile.

Comparison with Hong Kong and the UAE

Singapore vs. Hong Kong

Business Structures

The available entity types are broadly similar. In Hong Kong, the most common vehicle is the private limited company (Ltd), equivalent to Singapore's Pte Ltd. Hong Kong companies require at least one shareholder and one director (can be the same person). Notably, Hong Kong does not require a local resident director – all directors can be foreign persons.

Taxation

Hong Kong's corporate tax (called "Profits Tax") is 16.5% on assessable profits. In 2018, Hong Kong introduced a two-tier tax system: the first HKD 2 million of profits is taxed at 8.25%, and the remainder at 16.5%. Singapore's rate is 17% flat, but with its partial exemptions, the effective tax rate for the first S$200k profit can be under 8%.

Singapore vs. United Arab Emirates (UAE)

Legal Structure and Types of Companies

Singapore has a unified legal regime nationwide. The UAE's business environment is divided mainly into Mainland companies (onshore, within the UAE legal system of the respective emirate) and Free Zone companies (within special economic zones).

Taxation

The UAE introduced a federal Corporate Tax of 9% effective from June 2023 on business profits exceeding AED 375,000 (approximately USD 100k). Profits below that threshold are taxed at 0%. Singapore's corporate tax is 17% but, as we've seen, effective rates can be brought down for smaller profits.

Regulation and Compliance

Singapore prides itself on efficient, largely online compliance (filings to ACRA, IRAS can mostly be done electronically, and interactions with government are quick). Dubai and UAE have made improvements, but setting up in UAE can involve more bureaucracy.

Sources