Company Structures

Common questions about company structures in Singapore, answered by the team at E&H Corporate Services.

What are the types of business entities in Singapore?The main business structures in Singapore are: private limited company (Pte Ltd), public company limited by shares or guarantee, sole proprietorship, partnership, limited liability partnership (LLP), limited partnership (LP), and branch/representative office of a foreign company.What are the differences between the various Singapore entity types?The major difference between the various business entities is the legal status and taxation of each entity. Click here to read about each entity.What is a Private Limited (Pte Ltd) company?A Pte Ltd is a company limited by shares with a maximum of 50 shareholders, offering limited liability, separate legal personality, and tax benefits. It is the most common and recommended structure for businesses in Singapore.What is a Limited company?A limited company is one where shareholders' liability is limited — either by shares (limited by shares) or by guarantee (limited by guarantee, used by non-profits). Shareholders are not personally liable for company debts beyond their shareholding or guarantee.What is a sole proprietorship in Singapore?A sole proprietorship is a business owned by one individual with unlimited liability. It is the simplest structure but offers no asset protection.What are the advantages and disadvantages of a sole proprietorship?Advantages: simple, cheap to register, minimal compliance. Disadvantages: unlimited personal liability (your personal assets are at risk), no separate legal entity, harder to raise capital, and the business ceases when the owner stops.Can a foreigner register a sole proprietorship in Singapore?Yes, but with a resident manager. Foreigners can register a sole proprietorship but must appoint a locally resident manager.What is a Limited Liability Partnership (LLP)?An LLP is a partnership structure with limited liability for partners. It is suitable for professional services firms like law and accounting.What are the advantages and disadvantages of an LLP?Advantages: separate legal entity with limited liability for partners (except for their own negligence), flexibility of a partnership, no audit or AGM requirements. Disadvantages: not ideal for high-growth equity investment, partners taxed as individuals, and full liability for personal wrongful acts.What is the difference between a Pte Ltd and an LLP?A Pte Ltd is a separate legal entity with shareholders and directors. An LLP is a partnership where partners have limited liability. Pte Ltd is better for foreign entrepreneurs.What is the difference between an LLP and a Private Limited Company?An LLP is a partnership with a separate legal identity where partners enjoy limited liability but are taxed as individuals; a Pte Ltd is a company with shares, taxed at corporate rates, and able to retain profits, issue equity and raise investment. Pte Ltd is generally preferred for scalable businesses.What is the best company structure to register in Singapore?For most businesses, the private limited company is the best structure — it offers limited liability, tax exemptions, credibility, ease of ownership transfer, and access to funding. Sole proprietorships or LLPs may suit low-risk, single-owner ventures.What is the best structure for a foreign entrepreneur?The Private Limited Company (Pte. Ltd.) is the best structure. It offers limited liability, 100% foreign ownership, tax incentives, and credibility with investors and banks.What is a holding company in Singapore?A holding company is a company that owns shares in other companies. It is commonly used for corporate structuring, IP protection, and tax planning.Can a Singapore holding company own a subsidiary overseas?Yes. A Singapore holding company can own subsidiaries anywhere in the world. Singapore's DTA network makes it attractive for holding structures.Can I use Singapore as a holding company for international assets?Yes. Singapore is one of Asia's most popular holding company jurisdictions. Key advantages include: access to Singapore's 90+ double tax agreement network (reducing withholding tax on dividends and royalties from subsidiaries), no capital gains tax, no withholding tax on dividends paid to foreign shareholders, a territorial tax system (foreign-sourced income is generally exempt), and strong legal infrastructure for cross-border asset protection.What is a Variable Capital Company (VCC) in Singapore?A Variable Capital Company (VCC) is a corporate fund structure introduced by Singapore in 2020, specifically designed for investment funds. Unlike a standard Pte Ltd, a VCC can issue and redeem shares at net asset value, segregate assets and liabilities across sub-funds (in an umbrella structure), and maintain investor confidentiality by keeping its shareholder register private. It is used for hedge funds, private equity, real estate funds, and family office investment vehicles.What is a family office in Singapore?A family office manages the wealth and affairs of a single family. Singapore offers tax incentives for family offices under the S13O and S13U schemes.What is a treasury company in Singapore?A treasury company manages group financing and treasury activities. It benefits from tax incentives on qualifying income.What is the difference between a private company and a public company?A private company has up to 50 shareholders and cannot offer shares to the public. A public company can have more than 50 shareholders and may list on the SGX.What is a Representative Office in Singapore?A Representative Office is for market research and feasibility studies only. It cannot generate revenue or enter into contracts.What is a shelf company?A shelf company is a pre-registered, dormant company that has never traded, available for immediate purchase when you need a company urgently — e.g. to win a contract or open a bank account quickly. It can be renamed and have its structure changed after purchase.What is the difference between a new company and a shelf company?A new company is freshly registered based on your specifications, whereas a shelf company has been pre-registered and kept dormant, waiting for purchase.Are there any previous business activities or liabilities in a shelf company?No. Our shelf companies have no prior trading history, operational activities, or liabilities. They also do not have a bank account.Can a foreigner buy a shelf company in Singapore?Yes. Foreigners can own 100 percent of a Singapore private limited company, including one bought off the shelf. The company must still have at least one director who is ordinarily resident in Singapore, and our nominee director service can fill that seat until you relocate or appoint a local director.How quickly can I start operating after purchasing a shelf company?The company already exists, so there is no name approval or registration wait. Once KYC is cleared and the signed transfer documents are in, the transfer typically completes within 3 working days, and you can begin operating as soon as the handover pack is in your hands. Opening the corporate bank account is a separate step that follows the transfer.Is a shelf company more expensive than registering a new company?Usually yes, and the gap is transparent. Our shelf companies start from S$1,800, while a fresh incorporation with us starts from S$1,000. The premium reflects the age of the entity and the years of holding cost behind it. It is worth paying when a tender, contract or timeline needs an existing UEN or an older incorporation date; for most founders a fresh incorporation is the cheaper route, and we offer both.Can I change the name and details of the shelf company after purchase?Absolutely! After you purchase a shelf company, you can amend its name, business activities, and other details to align with your business objectives.Is the shelf company compliant with all Singapore regulatory requirements?Yes, all our shelf companies are maintained to meet Singapore's legal and regulatory standards, ensuring a smooth takeover without compliance issues.How do I see which shelf companies are available?Contact us for the currently available companies. We sell from our own stock and the list changes as companies are bought and added, so we share the current names, incorporation dates and pricing directly rather than publishing a list that would quickly go out of date.What is a dormant company?A dormant company is one with no significant accounting transactions during the financial year (e.g. no sales, purchases, or income). Dormant companies still have compliance duties — annual return, and possibly tax filings — but may qualify for audit and financial statement exemptions.Can I do business with my dormant company again?Yes, you can resume business anytime. Within one month it has a business transaction, the company has to inform IRAS.Why would I keep a company dormant if I can close it?If you want to close down your Singapore business, you can have it stricken off. But if you think in the future you might use this company again, you might want to keep it dormant. The cost of keeping it dormant is considerably low.What should I do to commence business again?1) Email ctmail@iras.gov.sg 2) Subject header: “Recommencement of business and request for Income Tax Return” 3) To include in the email: UEN of the company Date of recommencement New business activity What are the compliance requirements for a dormant company?– Appoint a company secretary – File the annual return – Submit a tax waiver to IRAS How much does it cost to set up a dormant company?Incorporating a dormant (shelf or new) company costs the same as any incorporation — typically S$300–S$800 in professional fees plus the S$315 ACRA government fee. Ongoing dormant-company compliance (annual return, secretary) costs roughly S$300–S$600 per year.What is the difference between a resident and a non-resident Singapore company?A tax-resident company has its control and management exercised in Singapore. Resident companies enjoy benefits like the FSIE exemption, lower withholding rates under DTAs, and SUTE; non-resident companies are taxed differently on certain income.Can a Singapore company be 100% owned by another company?Yes. A Singapore company can be wholly owned by another company (local or foreign). This is the standard structure for holding companies.Can I convert a sole proprietorship to a Pte Ltd?Yes. You can convert a sole proprietorship to a Private Limited Company. The process involves incorporating the company and transferring assets and contracts.Can a Pte Ltd be converted into another business structure?Yes — a private limited company can be converted into a public company (or vice versa), and a sole proprietorship or LLP can be converted into a Pte Ltd (or the business transferred to one). Each conversion requires ACRA filings and may have tax implications.Does Osome assist with partnerships, LPs or LLPs?Many corporate service providers, including Osome, assist with the formation and administration of partnerships, limited partnerships (LPs) and LLPs in addition to companies — though Pte Ltd incorporation remains the most common service.Do your services cover sole proprietorships?Yes, most corporate service providers offer sole proprietorship registration and renewal services, though compliance requirements are lighter than for companies.What company types and business activities do you not assist with?Providers typically decline regulated or high-risk activities (e.g. banking, payment services without licences, gambling, cryptocurrency exchanges in some cases) and structures requiring special licensing. Check with your provider's onboarding policy.What are the different types of Singapore companies for people who represent foreign companies?A foreign company can operate in Singapore via: a subsidiary (separate Singapore Pte Ltd, 100% owned), a branch office (extension of the parent), or a representative office (for market research only, no revenue). Each has different registration, tax and liability implications.As a foreign entity, should we incorporate a subsidiary or register a branch office?A subsidiary is usually better: it limits liability to Singapore operations, can access local tax incentives, and is a separate legal entity. A branch is simpler but the parent remains fully liable and it may not access certain incentives.Can a company use Singapore holding structures for IP protection while placing operations in the JS-SEZ?Yes. This is a high-value corporate structuring strategy. The Singapore holding company can own the IP and license it to the JS-SEZ operating entity, benefiting from Singapore's IP tax regime and Malaysia's lower operating costs.Why incorporate an offshore company?Offshore incorporation (e.g. BVI, Cayman, Labuan) can offer tax neutrality, asset protection, confidentiality and flexible structuring for international holding, trading or investment — but Singapore companies themselves already enjoy territorial taxation and strong treaty networks.What is a company constitution and do I need one?Yes, every Singapore company must have a constitution. ACRA provides a model constitution, which most companies adopt as-is or with modifications.Can I change my company constitution after incorporation?Yes. Changes require a special resolution passed by shareholders and filing with ACRA.What is a debenture in Singapore?A debenture is a document of indebtedness. It includes loan notes, bonds, and other debt securities issued by a company.Can I change my company name, fiscal year-end, or SSIC codes after incorporation?Yes, but each change has different requirements. Company name changes require a special resolution and ACRA filing. FYE changes require IRAS approval. SSIC code changes can be updated via ACRA for specific business activities.How do I change the company's business activity (SSIC code)?Choose the new SSIC code and file it via ACRA BizFile — usually effective immediately and without a shareholders' resolution. A company's principal business is registered at incorporation using the Singapore Standard Industrial Classification (SSIC) code, with up to two principal activities. When the actual business changes, update the SSIC so ACRA's records match reality. The process: select the code from ACRA's SSIC list that best fits the new business, file the change of business activity via BizFile — generally effective immediately and without a shareholders' resolution. Note that some industries are regulated activities (e.g. finance, education, food & beverage, travel), and changing or adding to those SSIC codes may trigger additional licensing or approval requirements. A business scope that does not match actual operations can affect banking, tax and licensing compliance, so update the SSIC whenever the business pivots.How do I pick the right SSIC code for my business?Choose the SSIC (Singapore Standard Industrial Classification) code that best describes your primary business activity. Your code affects licensing checks, tax classification and statistical reporting; you can hold up to two codes and change them via ACRA.

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