Singapore Employer of Record Overview

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The Ultimate Guide To
Employment in Singapore

Employing in Singapore
Using Shield Geo Employer of Record Services in Singapore
Payroll and Tax in Singapore
Immigration and Work Permits in Singapore
Setting up a Company in Singapore

Singapore Facts

Population size: 5,696,506
Currency: SGD Singapore Dollar
Capital city: Singapore
Languages spoken: English, Malay
Ease of Doing Business: 2

Employing in Singapore: What You Need to Know

Singapore employment law appears complex and confusing when looking from an outside view although in some ways there are many similarities to other countries. Both Singapore nationals and foreign workers are subject to Singapore employment law, but there are differences in certain benefits required for each. For these and many other reasons the following are only guidelines in the broadest sense, and professional legal services are recommended when employing in Singapore.

Key Factors to Consider When Employing in Singapore

There are several key areas to be aware of within Singapore’s employment regulatory framework, especially for companies that plan to initiate a full local office and human resources department. These challenges can be mitigated by use of a locally sourced payroll provider who is familiar with all of the Singapore laws and rules for both Singapore employees as well as foreign nationals.

In Singapore, it is reportedly known for foreign talent being very welcome and immigration laws as the least restrictive in the world. This section applies to all employees who are covered under the Employment Act. The official site for employment law in Singapore is the Ministry of Manpower (MOM).

Employee Entitlements

Information	Explanation
Medical Leave ?	The number of days of paid sick leave a new employee is entitled to depend on his service period. E.g. employed for 3 months, 5 days paid outpatient leave / 15 days paid hospitalization

Information

Explanation

Medical Leave ?

The number of days of paid sick leave a new employee is entitled to depend on his service period.

E.g. employed for 3 months, 5 days paid outpatient leave / 15 days paid hospitalization

Employment Termination

Information

Explanation

Severance / Redundancy Pay ?

Additional compensation for terminating an employment contract early is purely a contractual term and not governed by the Singapore Employment Act. In the event of disputes it would need to be heard at the civil court.

Termination of Employment ?

The party who intends to terminate the contract must give notice to the other party in writing, or payment in lieu of notice.

The notice period normally is based on what is agreed in the employment contract. If no period was agreed upon, the following periods apply.

Length of Service	Notice Period
Less than 26 weeks	1 day
26 weeks to less than 2 years	1 week
2 years to less than 5 years	2 weeks
5 years and above	4 weeks

Notice can be waived by mutual consent. An employer may also terminate an employment relationship without notice if the employee breaches the employment contract, performs gross misconduct or is absent from work continuously for more than two working days, without approval or good reason.

Probation

Information	Explanation
Probation Period ?	No limits on probation periods appear to be specified in Singaporean law. However, typical periods are around 3-6 months. Regular employee entitlements such as annual leave legally begin to apply after three months of service (whether still on probation or not).

GEO Solutions or DIY Employment in Singapore?

Companies entering Singapore must make a decision whether to use their own resources for a Do-It-Yourself (DIY) approach, or to use a Global Employment Organization to handle payroll and employment responsibilities. A GEO or Singapore Employer of Record solution makes it faster, easier and cheaper to deploy staff if they don’t have a registered Singapore entity established that can run payroll.

A DIY approach will typically be delayed until there is a properly incorporated Branch Office or Subsidiary ready to run payroll and will include the cost of registered capital. The Shield GEO Solution is already properly incorporated in Singapore, it has an active payroll and it is setup to sponsor work permits. This greatly reduces deployment times. Additionally Shield GEO is responsible for all compliance issues related to the employment.

Shield GEO

Shield GEO provides a fully outsourced employment service in Singapore. Companies expanding into Singapore can contract with Shield GEO to employ and payroll their staff on their behalf in Singapore. Shield GEO then assumes the legal responsibility for these employees, becoming the Employer of Record, sponsoring them on work permits, complying with local employment law and running their monthly payroll.

Outsourcing Employment Through a GEO Employer of Record Service

Using Shield GEO Employer of Record Services in Singapore

Companies entering Singapore can make a decision whether to use their own resources or to use a Global Employment Organization to handle employment and payroll responsibilities. A GEO solution is particularly beneficial when a company is looking to setup an office quickly with a manageable cost. The complexity of employment regulations in Singapore makes the use of a GEO advisable to ensure full compliance with employment laws, including the drafting of local employment contracts for workers.

The company that is expanding into Singapore contracts with the GEO to employ and payroll their staff on their behalf. The GEO then assumes the legal responsibility for these employees, sponsoring them on work permits if necessary, complying with local employment law and running their monthly payroll. This is especially useful to fulfill all of the specific withholding requirements for pensions and benefits, as well as documenting termination, probation periods and leave requests.

Payroll

Payroll	Singapore
Management Fee for Employer of Record Services / Monthly Payroll Costs	Please contact us for a quote
Notes	Shield GEO pays the employee on a monthly basis, typically on the last working day of the month although we can adapt to your preferred schedule. Income tax and social security (where applicable) are deducted at source and paid to the local tax authorities.
Currency ?	SGD Singapore Dollar

Tax

Income Tax Rates

Monthly Taxable Income

Grossed income	Tax Rate (%)
0-$20,000	0
$20,000-$30,000	2
$30,000-$40,000	3.50
$40,000-$80,000	7
$80,000-$120,000	11.50
$120,000-$160,00	15
$160,000-$200,000	17
$200,000-$320,000	18
$320,000+	20

Tax Returns Supplied

Yes

N/A for expatriates. 16% for Singaporean nationals and Singapore permanent residents. Note this is capped at $800 SGD per month. As of 1^st Jan 2016 the ceiling will increase to $960 per month.

N/A for expatriates. 20% for Singaporean nationals and Singapore permanent residents. Capped at $1000 per month. Note that as of 1^st Jan 2016 this will increase to $1200 a month.

Insurance requirements

Medical Insurance is not compulsory but recommended.

Can supply private health care

Yes

Can assist opening bank accounts

Yes

Work Permits

Work Permits
Can Sponsor Work Permit	Yes, Shield GEO’s local Singapore entity is able to sponsor foreign workers on Work Permits (Employment Passes) which allow them to work in Singapore. As the Employer of Record, Shield GEO handles all of the formalities and employment requirements in Singapore. The client maintains responsibility for day to day employee management.
Work Permit cost	$2000 USD
Work Permit processing time	1-2 weeks
Work Permit process	Shield GEO’s local Singapore entity applies for the Employment Pass. The Singapore Ministry of Labour issues an In-Principle Approval (IPA), then the Issuance of Notification Letter is issued on arrival in Singapore online. The employee then registers their Biometric Data (in country) and then a Long Term Pass is issued. Documentation required: CV, passport photos, copy of the personal page of the passport, copies of degree certificates, employment contract.
Can Work Permit be processed in country	No
Switch Business Visa to Work Permit?	No
Can Spouse work on dependent visa?	Yes

Business Visas

Business Visas
Can do Business Visa	Yes
Business Visa Cost	USD $400
Business Visa processing time	5-10 days Consulate Dependent

Payroll and Tax in Singapore

There are specific rules for payroll and taxation in Singapore, depending upon whether your company employs foreign nationals or local employees. The primary concerns for a foreign company that needs to comply with tax laws in Singapore are: individual income tax (IIT) for employees in Singapore, social security costs, payroll tax, employee compensation insurance, withholding tax, business tax and permanent establishment concerns. For many companies using a local specialist payroll provider will simplify this process and ensure full compliance with local laws.

Information	Explanation
Remote Payroll ?	A remote payroll in Singapore is where a foreign company, i.e. a non-resident company payrolls a resident employee in Singapore. This is not strictly possible as a foreign company must register an entity in Singapore (e.g. a Singapore branch office) before commencing any business activities in Singapore. So the foreign company must register a branch office and can then administer payroll through the branch. One option for a non-resident company to payroll its employees (local and foreign) in Singapore is to use a fully outsourced service like a GEO which will employ and payroll the staff on their behalf.
Local Payroll Administration ?	In some cases, a company will register their business in Singapore under one of the forms available, (RO, BO or Subsidiary) but prefer to have another company administer its payroll. This can be accomplished through a payroll provider. It is important to note that the company, as the Employer of Record, is still fully responsible for compliance with employment, immigration, tax and payroll regulations. But the payroll calculations, payments and filings can all be outsourced to the payroll provider.
Internal Payroll ?	Larger companies with a commitment to Singapore may wish to run their own local payroll for all employees, foreign and local. In order to accomplish this, they will have to complete incorporation, register the business and then hire the necessary staff. There will be a need for in country human resources personnel who have the background needed to manage a Singapore payroll, and can fulfill all tax, withholding, and payroll requirements. This approach carries significant cost and requires some knowledge of local employment and payroll regulations. The company will need a local accounting firm and potentially legal counsel to ensure full compliance with Singapore employment laws.
Fully Outsourced Payroll & Employment ?	Companies can outsource the employment and payroll of their staff in Singapore to a GEO, like Shield GEO. This is possible for both foreign workers and Singapore nationals. This is the easiest, fastest and safest way to payroll staff in Singapore. Shield GEO manages all aspects of payroll for workers in Singapore, including taxes, withholding, social security payments and other statutory requirements. Shield GEO becomes the Employer of Record and employs the staff on behalf of the client. Staff are paid monthly with tax and social security deducted at source and paid to local authorities. Shield GEO will invoice the client monthly in advance of the payroll date. The invoice consists of the Total Cost of Employment (Base salary + Employers Statutory Contributions + Additional statutory contributions) and a Management Fee. Shield GEO provides the employees with payslips. Read more about outsourced payroll and employment through Shield GEO.

Setting up payroll in Singapore

Information	Explanation
Currency ?	SGD Singapore Dollar
Employee Information Required ?	Singaporean citizens and Singapore permanent resident cardholders may work at will. Foreign workers and expatriates must possess valid visas, work passes, and employment passes prior to commencing work.
Tax Registration Requirements ?	Employers have the obligation to prepare an annual wage report Form IR8A and Appendix 8A, Appendix 8B, or Form IR8S (where applicable) for their employees. The documents must be passed to the employees by the 1st of March in the year following the employment year (01 Jan-31 Dec). Employees use these reports to prepare and file their income tax returns. (There is no income tax deducted from an employee’s monthly salary payments. Employees pay their own income taxes.)

Tax Figures

Information

Explanation

Corporate Income Tax ?

17%

Income Tax Rate ?

Grossed income	Tax Rate (%)
0-$20,000	0
$20,000-$30,000	2
$30,000-$40,000	3.50
$40,000-$80,000	7
$80,000-$120,000	11.50
$120,000-$160,00	15
$160,000-$200,000	17
$200,000-$320,000	18
$320,000+	20

Payroll Tax ?

N/A

Sales Tax ?

Withholding Tax ?

N/A for resident companies

Time to prepare and Pay Taxes ?

66.5 hours

Time required to start a Business ?

2.5 days

Payments

Information	Explanation
Payment Mode ?	Manual/soft copy by cheque or online.
Frequency of Salary Payment ?	12 pay periods.
Invoice / Payslips required ?	Payslip is required.
Minimum Wage ?	No national minimum wage.

Immigration and Work Permits in Singapore

Foreign workers are required to have the proper visas and work permits in Singapore, as established by immigration laws. Work permits must be secured for employees, and sponsored by a locally licensed and incorporated entity, which can be a problem for companies just entering the Singapore market. If you have yet to complete the incorporation process you can use Shield GEO to sponsor the employee for the necessary permits.

The most common work permit is the Employment Pass which is for suitably qualified foreign workers making at least SGD 3,300 per month.

Use the Shield GEO Employer of Record Solution?

Shield GEO is able to sponsor foreign workers on Employment Passes (Singaporean Work Visas) which allow them to work in Singapore. As the Employer of Record, Shield GEO handles all of the formalities and employment requirements in Singapore. The client maintains responsibility for day to day employee management.

Processing steps

Shield GEO’s local Singapore entity applies for the Employment Pass via EP Online. The approval process takes 7 working days.
The Singapore Ministry of Labour issues an In-Principle Approval (IPA). Shield GEO prints the letter and couriers the employees copy to them.
The employee can enter Singapore with the IPA which includes a pre-approved single entry visa for them to enter Singapore. The visa must be used within 6 months.
When the employee arrives in Singapore, a Issuance of Notification Letter is issued online. This request is lodged through EP Online and can only be done whilst the employee is in Singapore. The employee will need to supply their residential address as part of this process.
The Notification letter allows the employee to travel freely for 1 month whilst they get their biometric data (if required).
The employee then registers their Biometric Data (if required) by making an appointment to visit the Employment Pass Services Centre (EPSC). This must be done within 2 weeks of the pass being issued.
A Long Term Pass is issued within 4 working days days of the EPSC visit.

Documentation required:

CV
passport photos
copy of the personal page of the passport
copies of degree certificates
employment contract

Have your own company?

An Employment Pass will be required in order to work in Singapore and will come under the review of the Ministry of Manpower (MOM).

The MOM adopts a graduated approach towards foreign talent offering the most attractive terms to those who can contribute most to the economy

Processing steps

The business sponsoring the visa applies for the Employment Pass via EP Online. The approval process takes 7 working days.
The MOM issues an In-Principle Approval (IPA). The business sponsoring the visa prints the letter.
The employee can enter Singapore with the IPA which includes a pre-approved single entry visa for them to enter Singapore. The visa must be used within 6 months.
When the employee arrives in Singapore, a Issuance of Notification Letter is issued online. This request is lodged through EP Online and can only be done whilst the employee is in Singapore. The employee or the business sponsoring the visa will need to supply the employee’s residential address as part of this process.
The Notification letter allows the employee to travel freely for 1 month whilst they get their biometric data (if required).
The employee then registers their Biometric Data (if required) by making an appointment to visit the Employment Pass Services Centre (EPSC). This must be done within 2 weeks of the pass being issued.
A Long Term Pass is issued within 4 working days days of the EPSC visit.

Documentation required:

CV
passport photos
copy of the personal page of the passport
copies of degree certificates
employment contract

As well as the above, EP Online can help companies and organizations perform transactions such as:

Renewal application for Employment Pass
Upload relevant supporting document for a new application
Appeal for rejection applications
Check application and renewal status
Insurance of Employment Pass
Cancellation of Employment Pass
View rejection reasons for most of the unsuccessful applications
Check organization’s tier information.

Types of visas in Singapore

Category	Description of Visa
Employment Pass	The Employment Pass (EP) is for suitably qualified foreign workers. It is a sponsored visa linked to a Singapore employer. It takes 5-10 working days to process and is valid for up to 2 years with renewals for up to 3 years. There are no restrictions or quotas on the EP based on nationality or industry. Dependants and spouses can also enter Singapore. Criteria: The foreign professional must have a job offer in Singapore They must earn at least SGD 3,300 per month, or a higher amount as appropriate for their position. They must work in a managerial, executive or specialised role. They must be suitably qualified for example a university degree, professional qualifications or relevant specialist experience The application must be made by a company registered in Singapore
Business - Entrepreneur Pass (EntrePass)	For Business, the Entrepreneur Pass (EntrePass) is designed to facilitate the entry and stay of entrepreneurs who are ready to start and operate a new business in Singapore. All applicants must fulfill these requirements. Criteria: Must be a Private Limited Company registered with an appropriate local accounting and corporate regulatory authority. Applicant need not register the company in Singapore If registered, it must not be more than six months from date of company application. Company must have at least SGD$50,000 paid-up-capital. A bank statement, from the Singapore-based company bank account, of at least SGD$50,000 is required for verification. The business must not be illegal. Applicant must hold at least 30% of shares in the company.
Personalised Employment Pass	The Personalised Employment Pass is for high earning EP holders or foreigners. It allows the holder to freely move between employers provided the Singaporean authorities are notified and the visa criteria are met. It lasts for up to 3 years, but is not renewable. It is not liked to any one employer. Dependants and spouses can also enter Singapore. Criteria: The foreign professional must earn at least SGD $18,000 per month The existing EP holder must earn at least SGD $12,000 per month Cannot be a freelancer Cannot be an existing sponsored Employment Pass holder Cannot start a business or do any entrepreneurial activity Cannot be a journalist Must earn at least SGD $144,000 per calendar year to maintain the pass and cannot be unemployed for more than 6 months at any time
S Pass	The S Pass is designed for mid-level technical staff. It has lower earnings criteria than the Employment Pass. It is an employer sponsored visa and must be applied for by a Singapore registered employer. There are quotas for each employer on S Pass workers (no more than 20% of the companies workforce can be S Pass holders) as well as a levy paid by each employer. The employer must also obtain medical insurance for each employee. The S Pass lasts for up to 2 years and can be renewed. If the employee earns more than SGD $4,000 per month, their dependants and spouses can also enter Singapore. Criteria: The employee must earn at least SGD $2,200 per month The employee must have a degree or diploma The employee must have an appropriate level of relevant commercial experience

Setting up a company in Singapore

When setting up a company you may want to consider these factors:

Business Factors
- The industry and type of business
- Nationality of the headquarters/individual(s) and
- Presence of existing trade agreements or relationships
Location

Being a city-state there is limited space for business, but many areas are set aside for companies to operate. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.
Regional Language

The language may be an influence. English, Malay, Mandarin, and Tamil are the four official languages in Singapore but the one official national language is still Malay. Most business is conducted in English but if speaking one of the four official languages when dealing with government they will officially accept. Any other language outside of these four will not be accepted and documents in other languages must be translated into one of the four to be accepted.
Tip for Visa Application

For Business, the Entrepreneur Pass (EntrePass) is designed to facilitate the entry and stay of entrepreneurs who are ready to start and operate a new business in Singapore.
Government Approval

In general, government approval is not required for foreigners to do business in Singapore and 100% foreign ownership is permitted. There are a few exceptions such as banks and other financial institutions, which require approval from the Monetary Authority of Singapore (MAS).

Foreign investment is fairly unrestricted and funds can be freely remitted in and out of the country. The body monitoring the requirements of the Companies Act (CA) is the Accounting & Corporate Regulatory Authority (ACRA). It is important to follow the steps on the process of registration and incorporation by selected business type. Check if your country of origin has concluded an investment protection treaty with Singapore for protection from expropriation and similar interference with their private property by the respective other state.

At the crossroad of international trade routes and the junction of East and West, Singapore is the most competitive country in Asia and officially the world’s easiest place to do business on the Doing Business rank. For 14 consecutive years Singapore is ranked second as the city with the best investment potential worldwide. The city is Asia’s most “network ready” country and is rated to have Asia’s best business environment. The workforce is the best skilled in Asia Pacific and the most motivated in the region while labor regulations are the most business conducive in Asia.

Many multinational corporations, from Google and Microsoft to Procter & Gamble and BP use Singapore as their regional headquarters, attracted by its political and economic stability, low taxes and ability to attract talent from across Asia and the world.

Foreign talent is very welcome and immigration laws are the least restrictive in the world. Companies benefit from a range of free trade agreements, Double Taxation Agreements and many Free Trade Agreements while being served by over 500 local and foreign financial services and more than 4,500 companies offering services such as audit and accounting, management consulting, market research, legal and human capital services.

The government is well known for its pro-business policy regardless of world economic situations and crisis, while promoting assets such as integrity, quality, reliability, productivity, rule of law and enforcement of intellectual property rights.

Singapore is also a top transportation hub for sea and air cargo with container ports hosting 200 shipping lines with links to 600 ports in over 120 countries. Changi International Airport offers over 4,000 weekly flights into 57 countries.

Types of Business Structures

The three main types of entry for foreign businesses in Singapore is through establishing:

1. Representative Office

2. Branch Office

3. Subsidiary Company

Representative Office (RO)

A representative office (RO) is usually set up when a foreign company wishes to establish a presence in Singapore, but does not (yet) intend to actually carry on any business there. A RO has no legal status, but is merely an administrative arrangement and primarily designed for non-commercial activities. Legally, a RO is not a business entity, per se, and not allowed to perform any activity with a purpose to generate profits.

SEE STEPS INVOLVED

Permitted Activities:

Conducting market research
Conduct feasibility studies
Supervise the activities of its main headquarters local agents and distributors
Act as a liaison office during a negotiation deal
Provide customer support

Prohibited Activities:

Enter in to a business contract
Provide repair and technical services
Ship or store goods in Singapore without a designated local distributor or agent
Lease warehousing facilities lease or office(s) to other establishments for a fee
Issue invoices/receipts
Open/receive letters of credit

General Entry Steps : Check Availability of Company Name

This step is required with every company structure when entering the Singapore market. The first procedure of the incorporation or registration process is the approval and reservation of the company name. Submit your application online via Bizfile with your SingPass password. Appoint a professional firm if you do not have a SingPass.

An application fee of SGD$15.00 is payable for each approved company name. Reservation is for 60 days but can be extended for a further 60 days before expiry. The fee for the extension is SGD$ 10.00 per name. Approval of a name takes usually one hour.

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note: You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

1. Company Registration

Application before the International Enterprise (IE) is mandatory through a professional ‘business registration firm’. To set up an RO in banking and insurance, you need to register with the Monetary Authority of Singapore (MAS).

As the RO is not permitted to operate beyond a maximum of three years it is regarded as a temporary nature, and it can be delisted any time and replaced by a branch office or subsidiary company.

Foreign entities can submit their applications or renew their Representative Office registrations at https://roms.iesingapore.gov.sg via a secured online application form.

All new applications of foreign commercial entity must fulfill the following criteria:

Sales Turnover of the foreign entity must be > USD$250,000
Number of years of establishment of the foreign entity must be >= 3 years
Proposed number of staff for RO should be < 5 people
A duly certified copy of the certificate of the foreign parent company’s certificate of incorporation in English or an official English translation
Foreign parent company’s latest annual report and audited account
Duly endorsed undertaking to abide by the Terms and Conditions governing the representative offices in Singapore

When the parent company is relatively new and there are no annual report and audited accounts, you can self-declare the needed information and provide other supporting details such as company brochures, contracts, website, etc. in support of your application.

If successful, the authorities will issue a Letter of Approval confirming the registration of the representative office.

If the parent company becomes dormant, the representative office must be de-registered.

Agency: International Enterprise Singapore (https://roms.iesingapore.gov.sg/)

Time: 1 week (sometime authorities ask for additional clarifications which may delay another 1-2 weeks)

Cost: SGD$200 per year

2. Appoint Representative(s)

A representative office may engage local employees as support staff but must at least appoint a chief representative staff member who will be based and residing in Singapore to oversee the RO’s activities. The Representative must hold themselves out as the ‘representative’ of the foreign company, and not its ‘manager’, ‘sales representative’ or use any other designation which would connote that the foreign company is carrying on business in Singapore.

Agency: N/A Appointed by your own head office

Time: N/A

Cost: N/A

Branch Office

If a foreign corporation wanted to engage in business in Singapore but does not want to incorporate a full company in Singapore, it must first be registered as a branch in order to carry on business under the corporate title of the foreign corporation.

The shareholders, structure of company and its activities are directed by the foreign parent company’s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.

SEE STEPS INVOLVED

Legally a branch of a foreign company is not a subsidiary company and is only an extension of its head office, which is owned by the foreign parent company. The branch’s debts and liabilities are part and parcel of the debts and liabilities of the head office of the foreign corporation and its activities are limited to those stipulated in the constitution of the head office. A claimant can approach the Singapore courts of law to initiate legal proceeding against the headquarters, by virtue of its branch being located in the Singapore jurisdiction.

If employing people, the branch office must sign up for the Employee Wage Compensation Insurance under the Central Provident Fund (“CPF”). For health insurance, there is no statutory requirement to provide private health insurance benefits to employees in Singapore. Employees are automatically provided with a low-cost medical insurance called Medishield.

General Entry Steps : Check Availability of Company Name

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note: You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

1. Company Registration

A branch must be registered with the Accounting and Corporate Regulatory Authority (ACRA) under the Companies Act upon approval of its name. The name of the Singapore branch must correspond to the name of the foreign company.

A registration must be submitted online via Bizfile by a professional firm/company such as corporate secretarial firms, law firms and accounting firms.

Government approval is generally not required for foreigners to do business in Singapore. However, banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS).

Documents needed:

A certified copy of the foreign company’s Certificate of Incorporation
A certified copy of Memorandum and Articles (MAA) of the foreign company
A list of directors with their particulars and if the directors are resident in Singapore and members of the local board of directors, a memorandum stating their powers
The Memorandum of Appointment or Power of Attorney and details of at least two persons residing in Singapore and acting as the agents of the Singapore branch office
A statutory declaration made by the agents confirming particulars of the branch
A notice of location of the registered office in Singapore

If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.

Agency: Accounting and Corporate Regulatory Authority (ACRA) – BizFile portal

https://www.psi.gov.sg/NASApp/tmf/TMFServlet?app=RCB-BIZFILE-LOGIN-1B

Time: Usually within 15 minutes after registration fee is paid.

Note: However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review. For example, if the intention of the foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

Cost: Name Approval Fee SGD$15

Registration Fee for Foreign Company with share capital is SGD$300

Registration Fee for Foreign Company without share capital is SGD$1,200

2. Appoint At Least Two Representatives

A branch needs at least two local agents who are “ordinary residents” to act on behalf of the company and to accept service of process and any notice required to be served on the corporation who are either:

A resident in Singapore or
A holder of an Employment Pass or
A holder of Approval-In-Principle letter or a Dependent Pass

The functions of these agents are limited and the role and responsibility of them is less demanding and onerous than that of directors of incorporated companies.

Agency: N/A (arranged by your company)

Time: N/A

Cost: N/A

3. Make a Company Seal

Company seals in Singapore are not a common practice other than for shareholder certificates and for some other organization such as schools who produce certificates.

Nonetheless, it is a good practice to hold a company seal for any problems that may arise in authentication of a document from the company. Many companies can produce your company seal in Singapore normally taking only one day to produce and prices will range from S60-S138

Agency: Commercial service that can be provided by many companies

Time: 1-2 days depending on the company used

4. Open a Corporate Bank Account

There are several well-known international banks active in Singapore, including Citibank, Maybank, and Standard Chartered as well as various national banks.

Commercial banks in Singapore are licensed under and governed by the Banking Act. They may undertake universal banking and banks may also carry out financial advisory services, insurance broking and capital market services. Commercial banks operate as full banks, wholesale banks or offshore banks.

Currently there are 28 full banks are operating in Singapore. Full banks may provide the whole range of banking business permitted under the Banking Act.

Foreign full banks with Qualifying Full Bank (“QFB”) privileges will be able to:

Share ATMs among other foreign banks and relocate their sub-branches freely
Negotiate with the local banks to let their credit card holders obtain cash advances through the local bank’s ATM networks.
Provide debit services through an EFTPOS network
Offer Supplementary Retirement Scheme and CPF Investment Scheme accounts, and
Accept fixed deposits under the CPF Investment Scheme and Minimum Sum Scheme

Examples of foreign banks with full bank status in Singapore are like HSBC, Standard Chartered, Citibank, Bank of America, Bank of China, Bank of India, ANZ, RHB bank, etc.

Agency: Commercial Bank

Time: 1 day

Cost: None

5. Sign up for Employee Compensation Insurance at an Insurance Agency

Employers are required by law to contribute to the Central Provident Fund (“CPF”). Under the scheme, employers are to ensure that CPF contributions are paid monthly for its employees at the rates set out in the Central Provident Fund Act. The employer is entitled to recover a percentage of that contribution from the employee through deductions from the employee’s wages.

CPF contribution by the employer is mandatory for all local employees (citizens and PRs) earning more than SGD$50 per month. The maximum contribution rate for employer and employee is 16% and 20%, respectively, but can sometimes be lower depending on certain factors.

You can apply to e-submit CPF contribution details using CPF’s e-Submit@web as soon as you intend to hire your first employee. To apply, you will need a SingPass and the company’s Unique Entity Number (UEN). Upon approval, you will receive an email and welcome letter containing a CPF Submission Number (CSN), Payment Advice (CPF91) and Direct Debit Authorization Form.

CPF contributions are generally payable for the following employees:

Company Directors
Part-time/Casual Employees
Operationally Ready NSmen on in-camp training. Under the Enlistment Act, employers have to pay the CPF contributions on the wages given by the employer and makeup pay from MINDEF. The employee’s share of contributions can be recovered from the employee’s wages.
Family members of the business owner, if they are receiving wages for work done for the proprietor.
Employees concurrently employed by another employer

For foreign employees: CPF contributions for foreign employees is not applicable.

Employers have a grace period of 14 days to make payment of CPF contributions after the end of the month for which CPF contributions are due. If the due date falls on Sunday or Public Holiday, CPF contributions must be paid by the next working day.

Employers are required to pay the employer’s and employee’s share of CPF contributions monthly for all employees (Singapore Citizens and Singapore Permanent Residents) at the rates set out in the CPF Act. The contributions payable should be based on the employee’s actual wages earned for the month.

Note:Health insurance: It is not a statutory requirement to provide private health insurance benefits to employees in Singapore.

Employees are automatically provided with a low-cost medical insurance called Medishield.

Agency: CPF Board – http://www.cpf.gov.sg using e-Submit@web: http://mycpf.cpf.gov.sg/Employers/ESub-Home/ESub-Auto-eXcel-plus/eSub-usrAutoeXcelPlus

Time: 3 days

Cost: None

Subsidiary Company

In Singapore, the two main types of incorporated companies are:

Private Limited (‘Pte Ltd’) Companies: the number of shareholders is limited to fifty or less and has restrictions on the right to transfer its shares

Public Companies: the number of shareholders can be more than fifty members and the company may raise capital by offering shares and debentures to the public

SEE STEPS INVOLVED

A private company limited by shares is the most common type of company.

A Singapore Company may be registered with only one shareholder who can be an individual or a corporation. There is no requirement for shareholder(s) to be resident in Singapore.

The liability of the shareholders is limited to the amount, if any, unpaid on the shares issued to them. However, there is no minimum capital requirement. The company can be formed with an issued capital of SGD$ 1 that can subsequently be increased to the required amount. The par value of shares is usually fixed at SGD$ 1 per share. No-par value and bearer shares are not permitted.

General Entry Steps : Check Availability of Company Name

Agency: Research business names at Bizfile as to avoid identical or too similar names of any existing company.

Note: You can register a name online with your SingPass if you are a Singapore resident. Otherwise you require assistance of a professional company.

Time: 1 hour

Cost: SGD$15.00 additional cost of SGD$10.00 to extend past the 60 days

1. Registration

Application by a foreign company is mandatory through a professional business registration firm such as corporate secretarial firms, law firms and accounting firms.

Note: A foreigner, who wants to relocate to Singapore to be the director of his own company needs to apply for an Employment Pass under the EntrePass Scheme at the Ministry of Manpower (MOM). Only upon approval of his EntrePass application, he may then proceed to himself incorporate the company with ACRA. He may also apply for an EntrePass if he owns a company registered with ACRA for not more than 6 months at the point of his EntrePass application.

A company must have a registered office situated within Singapore. Your company registration agent can provide this service if required. You may alternatively register a residential flat or property under the Home Office Scheme (HO).

The first step in incorporating a company is to obtain approval for the proposed name. Names for all companies in Singapore must conform to certain guidelines laid down in the Companies Act.

After the company name has been approved, the following incorporation documents must be prepared and filed:

Memorandum & Articles of Association setting out the objects and by-laws of the proposed company.
Statutory Declaration of Compliance (Form 6)
Certificate of Identity (Form 7)
Notice of Situation of Registered Office and of Office Hours at time of Incorporation (Form 44)
Consent to Act as Director & Statement of Non Disqualification to Act as Director (Form 45).

Note: An alternative to the above registration process is through something called ‘shelf companies’. Acquiring the shares of a shelf company allows an investor to almost immediately start a business in Singapore. Readily incorporated shelf companies with no prior business operations are easily available, usually with an authorized share capital of SGD$100,000 and a paid-up capital of SGD$ 2. The share transfer will normally take only one or two days.

Agency: Accounting and Corporate Regulatory Authority (ACRA) – BizFile portal

https://www.psi.gov.sg/NASApp/tmf/TMFServlet?app=RCB-BIZFILE-LOGIN-1B

Time: Usually within 15 minutes after registration fee is paid.

Cost: Name Approval Fees SGD$15,

Registration Fee for Foreign Company with share capital is SGD$300

Registration Fee for Company limited by Shares, SGD$600.

Note: For income tax purposes, a company is taxed in its own name.GST registration will be in the name of the company. It will have to sum up its turnover and all its sole-proprietorship businesses (if any) to determine its liability to register for GST. You may need to register for GST if your turnover for any 4 consecutive quarters ending March, June, September or December exceeds $1million. This is regardless of your financial year end.

2. Appoint a Representative(s)

‘One man’ companies with a single (individual or corporate) shareholder are admissible, and a company can only have one director. However, at least one director must be “ordinarily resident in Singapore”, i.e. a Singapore Citizen, a Singapore Permanent Resident, or a person who has been issued an Employment Pass/Approval-In-Principle letter/Dependant’s Pass. Any person at least 18 years old may be appointed as a director.

Every foreign company registered under the Companies Act must have two agents acting on its behalf in Singapore. These agents must be Singaporeans, Singapore Permanent Residents or Singapore Employment Pass Holders.

Directors of a Singapore company bear a host of duties and responsibilities. The Companies Act requires directors to act honestly at all times and exercise reasonable diligence in discharging their duties. Directors’ duties fall under three main categories:

Fiduciary Duties: Directors have to act in what they honestly believe to be the company’s interests, and not in the interests of any other party.
Duty of Skill, Care and Diligence: A duty of care means, for example, that a director needs to find out what his powers and responsibilities are under the company’s articles and under the law.
Statutory Duties: Statutory duties are imposed on directors by statute, principally the Companies Act.

A Company Secretary, responsible for maintaining the company records and other administrative duties as prescribed by law, must be appointed within six months. The secretary shall be a natural person who has his principal or only place of residence in Singapore. The Companies Act prescribes minimum qualifications as regards who can be a company secretary. Private companies may also appoint their qualified employees or directors to perform these duties.

An Auditor must be appointed within three months from the date of incorporation unless it is exempted from audit requirements under Section 205B, or 205C, of the Companies Act. In practice, appointment is arranged upon incorporation of the company.

Agency: N/A (arranged by your company)

Time: N/A

Cost: N/A

3. Make a Company Seal

Company seals in Singapore are not a common practice other than for shareholder certificates and for some other organization such as schools who produce certificates.

Agency: Commercial service that can be provided by many companies

Time: 1-2 days depending on the company used

Cost: SGD$60-138

4. Open a Corporate Bank Account

There are several well-known international banks active in Singapore, including Citibank, Maybank, and Standard Chartered as well as various national banks.

Currently there are 28 full banks are operating in Singapore. Full banks may provide the whole range of banking business permitted under the Banking Act.

Foreign full banks with Qualifying Full Bank (“QFB”) privileges will be able to:

Share ATMs among other foreign banks and relocate their sub-branches freely
Negotiate with the local banks to let their credit card holders obtain cash advances through the local bank’s ATM networks.
Provide debit services through an EFTPOS network
Offer Supplementary Retirement Scheme and CPF Investment Scheme accounts, and
Accept fixed deposits under the CPF Investment Scheme and Minimum Sum Scheme

Examples of foreign banks with full bank status in Singapore are like HSBC, Standard Chartered, Citibank, Bank of America, Bank of China, Bank of India, ANZ, RHB bank, etc.

Agency: Commercial Bank

Time: 1 day

Cost: None

5. Sign up for Employee Compensation Insurance at an Insurance Agency

CPF contributions are generally payable for the following employees:

Company Directors
Part-time/Casual Employees
Operationally Ready NSmen on in-camp training. Under the Enlistment Act, employers have to pay the CPF contributions on the wages given by the employer and makeup pay from MINDEF. The employee’s share of contributions can be recovered from the employee’s wages.
Family members of the business owner, if they are receiving wages for work done for the proprietor.
Employees concurrently employed by another employer

For foreign employees: CPF contributions for foreign employees is not applicable.

Note: Health insurance: It is not a statutory requirement to provide private health insurance benefits to employees in Singapore. Employees are automatically provided with a low-cost medical insurance called Medishield.

Agency: CPF Board – http://www.cpf.gov.sg using e-Submit@web: http://mycpf.cpf.gov.sg/Employers/ESub-Home/ESub-Auto-eXcel-plus/eSub-usrAutoeXcelPlus

Time: 3 days

Cost: None

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Singapore, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Singapore they must also decide whether they will administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

the company is looking to setup an office quickly
the company wants to work within a defined budget
the company wants to limit its initial commitment in Singapore
the company needs help with tax, employment, immigration and payroll compliance in Singapore

The complexity of employment regulations in Singapore makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Singapore allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Singapore.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Singapore. Read more about outsourced employment through Shield GEO.

Summary of Setup Steps

RO= Representative Office

BO = Branch Office

CO = Subsidiary Company

	RO	BO	CO	Time	Cost (SGD)
Can non-residents be company members?	Yes	Yes	Yes
Percentage of members who are required to be residents:	0%	0%	0%
Obtain Right / Register Business Name	Yes	Yes	Yes	1 hr	SGD$15
Company Registration	Yes	Yes	Yes	15min	RO: SGD$200/yrBO: with share capital SGD$300 / without share capital SGD$1,200CO: share capital is SGD$300 / limited by shares, SGD$600.
Register Office Location	Yes	Yes	Yes	part of the company registration	no extra cost
Make a Company Seal	No	Recommended	Recommended	1 day	SGD$70
Open a corporate bank account	No	Yes	Yes	1 day	0
Register for Employee Wage Fund (CPF)	Yes (if employing)	Yes	Yes	3 days	0
Register for Employee Health Insurance	No	No	No	–	–
Register for GST	No	Yes – if turnover is over SGD$1,000,000	Yes – if turnover is over SGD$1,000,000	instant, part of company registration	0
TOTALS:*applications and processing times, not including internal document preparation, etc	Rep. Office 5-6 daysSGD $215	Branch5-6 daysSGD $385-1285	Company5-6 daysSGD $385-685

Conclusion

Singapore is officially the world’s “easiest place to do business” according to the Doing Business Project, and ranked second as for investment potential. Its location also caters for optimal workforce that pulls from the best skilled across the Asia Pacific region. Foreign talent is welcome and immigration laws are the least restrictive in the world. As a result it is no surprise that many multinational corporations use Singapore as their regional headquarters.

For foreign businesses or investors, entry options follow the relatively standard approach of a representative office that cannot engage in profitable activities, a branch office that is an extension of a foreign parent and whose liabilities fall to the parent, and a subsidiary through incorporating a full company in Singapore. Given the relatively low cost and speed of incorporating a full company, it is the favoured route provided that a suitable Singaporean agent or shareholder is available.