Compare the main types of companies in Singapore, including Pte Ltd, public companies, LLPs, branches, tax, liability, costs and setup steps for founders.
TLDR: Singapore has seven formal local company types, including private, public and unlimited companies. TLDR: A private company limited by shares, commonly called a Pte Ltd, suits most startups and operating businesses. TLDR: Sole proprietorships, partnerships, LPs and LLPs are business structures, but they are not company types under the Companies Act. TLDR: A foreign business can establish a Singapore subsidiary or register a foreign company branch. TLDR: Liability, ownership, fundraising, tax and annual compliance should determine the structure—not registration cost alone.
The types of companies in Singapore are the seven local company categories registered with the Accounting and Corporate Regulatory Authority (ACRA): four private company types and three public company types. A private company limited by shares, usually identified by “Pte Ltd”, is the standard choice for most startups and operating businesses because the company is a separate legal entity and shareholder liability is limited. ACRA separately classifies sole proprietorships, partnerships, limited partnerships and limited liability partnerships as business structures rather than companies.
What are the main types of companies in Singapore?
Singapore’s seven local company types are exempt private companies, private companies limited by shares, unlimited private companies, unlimited exempt private companies, public companies limited by shares, public companies limited by guarantee and unlimited public companies.
ACRA divides these company types into four private categories and three public categories. Private companies cannot offer shares to the public and generally face fewer reporting requirements. Public companies can access public investment markets but must meet stricter governance and disclosure requirements. ACRA’s official types of companies guidance provides the regulatory classification.
How do Singapore company types compare?
The most important differences concern shareholder limits, liability, share capital, fundraising and intended use.
| Company type | Ownership or membership | Liability | Share capital | Typical use |
|---|---|---|---|---|
| Exempt private company limited by shares | Up to 20 qualifying shareholders | Shareholder liability is generally limited to unpaid share capital | Required | Startups, family businesses and small owner-managed companies |
| Private company limited by shares | Up to 50 shareholders, including permitted corporate shareholders | Shareholder liability is generally limited to unpaid share capital | Required | Growing companies, subsidiaries and businesses with institutional investors |
| Unlimited exempt private company | Up to 20 qualifying shareholders | Member liability is unlimited | Optional | Specialised structures requiring unlimited liability |
| Unlimited private company | Private ownership | Member liability is unlimited | Optional | Uncommon specialist or professional arrangements |
| Public company limited by shares | No maximum shareholder limit | Shareholder liability is generally limited to unpaid share capital | Required | Large businesses seeking public investment |
| Public company limited by guarantee | Members rather than shareholders | Member liability is limited to the guaranteed amount | None | Charities, associations and non-profit bodies |
| Unlimited public company | No maximum shareholder limit | Member liability is unlimited | Depends on the structure | Rare specialised arrangements |
The label “limited” refers to the liability of shareholders or members. The label does not mean that directors can ignore statutory duties, creditors or personal guarantees.
What is an exempt private company limited by shares?
An exempt private company limited by shares is a Pte Ltd company with no more than 20 qualifying shareholders.
An exempt private company is commonly used by founders, families and closely held businesses. ACRA currently describes this company type as suitable for small businesses and startups and requires share capital. The company remains a separate legal entity from its directors and shareholders.
The word “exempt” does not remove the company’s annual compliance duties. An exempt private company must still maintain statutory records, prepare appropriate financial information, file its annual return and comply with tax obligations. Audit exemption depends on the separate small-company or dormant-company rules rather than the exempt private company label alone.
What is a private company limited by shares?
A private company limited by shares is a separate legal entity with no more than 50 shareholders and no right to offer shares to the public.
A private company limited by shares is the most commercially flexible company type for many Singapore businesses. The structure can admit individual and corporate shareholders, employ staff, hold assets, enter contracts and continue despite changes in ownership.
A Singapore subsidiary of a local or foreign corporate group is normally incorporated as a private company limited by shares. The subsidiary has its own legal identity, so the parent company’s ownership does not make the subsidiary and parent the same legal person.
What is a public company limited by shares?
A public company limited by shares can have an unlimited number of shareholders and can raise capital from the public subject to securities regulation.
A public company limited by shares generally suits larger businesses that need broader access to investment capital. ACRA states that a public company must register a prospectus with the Monetary Authority of Singapore before selling shares to the public, unless an applicable legal exemption permits another route.
Public-company status brings more extensive governance and reporting obligations than private-company status. A growing private company should therefore evaluate financing needs, shareholder numbers, disclosure obligations and transaction costs before converting.
What is a public company limited by guarantee?
A public company limited by guarantee has members instead of shareholders, has no share capital and limits each member’s liability to a fixed guaranteed amount.
A company limited by guarantee usually supports non-profit objectives, including charitable, professional, cultural, educational or public-interest activities. Each member promises to contribute the amount stated in the constitution if the company is wound up.
A company limited by guarantee remains a company and a separate legal entity. Non-profit purpose does not automatically produce charity status or tax exemption; the organisation must satisfy the relevant registration and tax conditions separately. ACRA’s company limited by guarantee guidance explains the company-specific requirements.
What are unlimited companies?
Unlimited companies are incorporated entities whose members do not receive the usual statutory cap on liability.
Singapore recognises unlimited exempt private companies, unlimited private companies and unlimited public companies. These structures preserve corporate personality but expose members to substantially greater financial risk if the company cannot meet its obligations.
Unlimited companies are uncommon for ordinary trading businesses because a limited company normally provides a clearer risk boundary. Founders considering an unlimited company should obtain legal and tax advice on the specific commercial reason for accepting unlimited liability.
Which Singapore business structures are not companies?
Sole proprietorships, general partnerships, limited partnerships and limited liability partnerships are registered business structures, but they are not local company types.
The distinction matters because each structure creates different rules for legal identity, liability, taxation and continuity. ACRA’s business structure guidance separates these structures from companies.
How do non-company business structures compare?
A sole proprietorship offers simplicity, while an LLP offers separate legal identity without becoming a company.
| Business structure | Separate legal entity? | Owner liability | Tax treatment | Typical use |
|---|---|---|---|---|
| Sole proprietorship | No | The sole proprietor has unlimited personal liability | Profits are taxed in the owner’s name | Solo operators and small, low-risk businesses |
| General partnership | No | Partners generally have unlimited liability for partnership debts | Each partner is taxed on the allocated share of profit | Small businesses operated jointly |
| Limited partnership (LP) | No | General partners have unlimited liability; limited partners have liability capped at their agreed contribution if they do not manage the LP | Profits are allocated to partners | Investment arrangements with active and passive partners |
| Limited liability partnership (LLP) | Yes | Partners are generally protected from debts caused by other partners but remain liable for their own wrongful acts | Profits are allocated to partners | Professional practices and partner-led firms |
| Local company | Yes | Shareholder liability depends on the selected company type and is usually limited | The company is taxed in its own name | Scalable operating businesses, subsidiaries and funded startups |
An LLP is not interchangeable with a Pte Ltd. An LLP has partners and partnership-style tax treatment, while a Pte Ltd has shareholders and pays Corporate Income Tax in its own name.
Are subsidiaries, holding companies, SPVs and shell companies separate company types?
Subsidiaries, holding companies, special purpose vehicles and shell companies describe ownership or commercial purpose rather than separate ACRA company types.
A subsidiary is a company controlled by another entity. A Singapore subsidiary is commonly incorporated as a private company limited by shares and remains legally separate from its parent.
A holding company primarily owns shares or assets in other entities. A holding company can use the same private or public company form as an operating business, although its tax position depends on its income and activities.
A special purpose vehicle, or SPV, is formed for a defined transaction, asset, investment or risk pool. An SPV usually uses a private company limited by shares, an LLP or another structure selected for the transaction.
A shell company generally has little or no active operating business. A shell company is not inherently a separate legal category, but using companies to create artificial transactions or obtain tax benefits without bona fide commercial reasons can trigger regulatory and tax consequences.
How should a founder choose a company type?
A founder should choose a company type by evaluating liability, ownership, financing, tax, continuity and compliance requirements together.
A Pte Ltd normally provides the strongest general-purpose fit for a growth-oriented operating business. A sole proprietorship may suit a small, low-risk activity where simplicity matters more than liability separation. An LLP may suit professional partners who want perpetual succession and protection from liabilities caused by other partners. A company limited by guarantee may suit a genuine non-profit membership organisation.
The cheapest structure at registration can become expensive if the business later needs investors, employee equity, limited liability or a sale of shares. E&H Corporate Services assesses the intended ownership, revenue model, financing plan and regulatory exposure before recommending an incorporation structure.
Which factors should determine the final structure?
The final structure should match the business’s expected risk and growth path rather than its current size alone.
| Decision factor | Questions to ask | Structure often considered |
|---|---|---|
| Personal liability | Could a customer, landlord, lender or supplier pursue the owner personally? | Pte Ltd or LLP |
| Number and type of owners | Will the business admit corporate shareholders or more than 20 investors? | Private company limited by shares |
| External fundraising | Will investors expect shares, preference rights or a future exit? | Private company limited by shares |
| Public fundraising | Will the business offer securities to the public? | Public company limited by shares |
| Profit distribution | Will returns be paid as salary, dividends or partnership allocations? | Pte Ltd, LLP or partnership after tax analysis |
| Non-profit purpose | Will the entity have members and reinvest funds into a public-interest purpose? | Public company limited by guarantee |
| Foreign expansion | Does an overseas parent want a separate Singapore entity or the same legal entity? | Subsidiary or foreign company branch |
| Ongoing administration | Can the owners maintain accounting, tax, payroll and statutory filing systems? | Structure selected with a compliance budget |
| Exit and succession | Should ownership transfer without ending the business? | Company or LLP |
How are the different company types taxed?
Singapore generally applies the same headline Corporate Income Tax rate to local and foreign companies, while sole proprietorships and partnerships are taxed through their owners.
IRAS states that a company is taxed at a flat rate of 17% of its chargeable income. Tax exemptions and rebates can reduce the effective tax payable when the relevant conditions are met. The legal company type does not by itself determine tax residency, access to treaty benefits or the tax treatment of a particular transaction.
Qualifying new companies can receive a 75% exemption on the first S$100,000 of normal chargeable income and a further 50% exemption on the next S$100,000 for their first three consecutive Years of Assessment. Investment holding companies and companies undertaking property development for sale, investment or both do not qualify for the start-up exemption, although the partial tax exemption may remain available.
All companies that are not claiming the start-up exemption can generally access the partial tax exemption: 75% on the first S$10,000 of normal chargeable income and 50% on the next S$190,000. IRAS’s Corporate Income Tax guidance should be checked for the applicable Year of Assessment because rebates and administrative rules can change.
Does company type determine GST, payroll and CPF obligations?
Company type does not remove GST, payroll, CPF or employment-law obligations when the relevant conditions apply.
GST registration depends on the applicable turnover and registration rules rather than whether the business is an exempt private company or another company type. Payroll obligations depend on the people engaged, their employment status and their tax or immigration position.
CPF obligations generally arise for eligible Singapore Citizen and Singapore PR employees. A company should establish payroll records, employment documentation and statutory contribution processes before the first salary cycle.
What does a local company need before incorporation?
A local company needs an approved name, at least one shareholder, at least one locally resident director, a Singapore registered office, share or guarantee details and a constitution.
A company must appoint at least one director who meets ACRA’s local residency requirements. A company must also appoint a company secretary within six months after incorporation, and the sole director cannot simultaneously act as the company secretary.
A registered office must be a Singapore address where official communications and company records can be received or maintained. A P.O. box does not satisfy the registered-office requirement.
Foreign founders can own shares in a Singapore company, but foreigners without the relevant Singpass access must engage a registered Corporate Service Provider to complete the registration. A person who intends to work in Singapore must separately hold an appropriate immigration status; company ownership alone does not authorise employment.
How do you register a company in Singapore?
A founder registers a Singapore company by selecting the company type, reserving the name, preparing the officers and ownership details, adopting a constitution and filing through Bizfile.
- Choose the legal structure. Compare a company with a sole proprietorship, partnership, LP and LLP before selecting the company subtype.
- Reserve the business entity name. Submit the proposed name through Bizfile and obtain approval before incorporation.
- Confirm directors and shareholders. Appoint at least one director who meets local residency requirements and identify every initial shareholder.
- Set the share capital or guarantee. A company limited by shares must record its issued shares, while a company limited by guarantee must state each member’s guaranteed amount.
- Set the financial year end and registered office. Choose a financial reporting period and provide a qualifying Singapore address.
- Prepare the constitution. Adopt ACRA’s model constitution or submit a customised constitution that reflects the agreed governance rights.
- Prepare controller and nominee information. Identify registrable controllers and provide nominee director or nominee shareholder information where required.
- File the incorporation application. Submit the information through Bizfile, obtain the required endorsements and pay the filing fees.
- Complete post-incorporation setup. Appoint the company secretary, activate Corppass, open the corporate bank account, implement bookkeeping and check licensing, tax, GST and payroll requirements.
ACRA’s company registration guidance provides the official incorporation framework.
How much does company registration cost and how long does it take?
ACRA currently charges S$15 for a new business entity name application and S$300 to register a local company.
| Registration item | ACRA fee or timing | Practical note |
|---|---|---|
| New business entity name | S$15 | Referral to another authority can extend the review period |
| Local company registration | S$300 | The statutory setup total is normally S$315 before professional and ancillary costs |
| Straightforward registration | Often approved soon after payment | Approval is not guaranteed to be immediate |
| Complex registration | May take up to 15 working days | Additional review can apply |
| Registration requiring referral-authority approval | Approximately 14 to 60 days | Timing depends on the regulated name or activity |
| Annual return filing | S$60 | Late filing can create additional fees or enforcement exposure |
Professional fees, registered-office services, company-secretarial support, nominee services, accounting, licences and bank requirements are separate from ACRA’s filing fees. Incorporation cost should therefore be budgeted together with first-year compliance cost.
What ongoing compliance does a Singapore company have?
Every Singapore company must maintain its statutory information, accounting records, tax compliance and required annual filings.
A company generally needs to maintain registers of members, officers and relevant controllers; record changes with ACRA; prepare financial statements where required; hold an annual general meeting unless an exemption applies; and file an annual return. A company must also submit the applicable Estimated Chargeable Income and Corporate Income Tax return to IRAS.
A private company can qualify for the small-company audit exemption when it meets the statutory conditions. The current test requires a private company to satisfy at least two of three thresholds for the immediate past two consecutive financial years: annual revenue of S$10 million or less, total assets of S$10 million or less, and 50 employees or fewer. A group company must also consider the group-level conditions.
Company-secretarial, accounting and tax calendars should be created immediately after incorporation. E&H Corporate Services can coordinate incorporation, company-secretarial records, bookkeeping, tax, GST and payroll so that related filings use consistent source data.
What is the difference between a subsidiary and a foreign company branch?
A subsidiary is a separate Singapore company, while a foreign company branch is an extension of the overseas company.
| Issue | Singapore subsidiary | Foreign company branch |
|---|---|---|
| Legal identity | Separate from the foreign parent | Same legal entity as the foreign company |
| Liability boundary | Parent exposure is generally limited through share ownership, subject to guarantees and applicable law | Foreign company remains responsible for branch obligations |
| Name | Can use an approved Singapore company name | Generally operates under the foreign company’s registered name |
| Local representative | Requires at least one director who meets local residency rules | Requires at least one authorised representative who meets local residency rules |
| Governance | Governed as a Singapore-incorporated company | Governed by branch and foreign-company requirements |
| Accounts and filings | Files according to Singapore company requirements | Additional foreign-company documents and branch filings can apply |
| Commercial fit | Common for long-term operations and local investment | Can suit overseas companies that want the Singapore operation to remain part of the same entity |
A foreign company branch must also maintain a registered office address in Singapore. ACRA’s foreign company registration guidance explains the branch requirements.
Can a business change its company type later?
A company can change certain company classifications through a statutory conversion, but the change requires more than editing its name.
A private company may convert to a public company when its ownership or fundraising plans require public status. A public company may convert to a private company when it meets the applicable shareholder and governance conditions. ACRA currently charges S$40 for the company-type conversion transaction.
A change from a sole proprietorship or partnership to a Pte Ltd is usually a restructuring rather than a simple company-type conversion because the original business is not a company. Contracts, employees, assets, licences, GST registration, bank facilities and tax balances may need separate transfer or transition work.
How might the choice work in practice?
An anonymised founder example shows why ownership and growth plans can outweigh the lowest registration cost.
A Singapore-based consultant initially considered a sole proprietorship because the business had one owner and limited startup expenditure. The founder expected to hire employees, admit an investor and sign multi-year client contracts within 18 months.
A private company limited by shares provided a better fit because the company could issue shares, employ staff and continue independently of the founder. The founder accepted higher annual administration in exchange for a clearer ownership structure and separation between personal and business obligations.
The example does not establish that every consultant should incorporate a Pte Ltd. Business risk, expected profit, investor requirements and administrative capacity must support the final decision.
Where can founders get help choosing and maintaining a company structure?
E&H Corporate Services helps founders select, register and maintain a Singapore business structure that fits their ownership, tax and compliance needs.
Need a structure that still works after the business grows? E&H Corporate Services can support company incorporation, corporate secretarial administration, accounting, Corporate Income Tax, GST and payroll. A coordinated setup reduces the risk of choosing one structure for registration while building finance and compliance processes for another.
Frequently Asked Questions
The most common questions concern the best structure, Pte Ltd status, foreign ownership, tax and conversion.
What is the most common type of company in Singapore?
A private company limited by shares, commonly called a Pte Ltd, is the standard choice for many startups, subsidiaries and operating businesses.
Is a Pte Ltd the same as an exempt private company?
A Pte Ltd can be an exempt private company or another private company limited by shares. Exempt private company status depends on the company’s shareholder composition and maximum number of shareholders.
Is an LLP a type of company?
An LLP is a separate legal entity, but ACRA classifies an LLP as a distinct business structure rather than a company under the Companies Act.
Can a foreigner own 100% of a Singapore company?
A foreign individual or company can generally own all the shares in a Singapore company, but the company must appoint at least one director who meets local residency requirements.
Does a foreign shareholder need an Employment Pass to own shares?
Share ownership does not itself require an Employment Pass, but working for or operating the company in Singapore requires an appropriate immigration status.
What is the minimum share capital for a Singapore Pte Ltd?
A Singapore company limited by shares can generally be incorporated with nominal issued share capital, subject to any industry, licensing, banking or commercial requirements.
Does an exempt private company pay less tax?
Exempt private company status does not create a separate Corporate Income Tax rate. Tax exemptions depend on IRAS eligibility conditions rather than the ACRA company label alone.
Can one person form a Singapore company?
One person can be the sole shareholder and sole director if that director meets the local residency requirements, but the sole director cannot also act as company secretary.
Which company type is best for a non-profit organisation?
A public company limited by guarantee commonly suits non-profit membership organisations, although charity status and tax treatment require separate approval or qualification.
Can a sole proprietorship be converted into a Pte Ltd?
A founder can move a sole proprietorship business into a new Pte Ltd, but assets, contracts, employees, licences and tax registrations may require separate transfers.
Related reading
- Company Incorporation Services in Singapore
- Work Passes & Immigration
- Start your Singapore business journey today
- Licences & Permits
- Work Passes and HR Compliance
- Shareholders & Share Capital
- Audit & XBRL
- Corporate Bank Account
- Corporate Secretarial Services in Singapore
- Setting Up in Singapore From Overseas
- Employment Pass & Work Visa Services in Singapore
- Accounting & Bookkeeping Services in Singapore
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