Singapore Subsidiary Registration in Singapore
Many foreign investors choose to set up a subsidiary in Singapore due to its limited liability, 100% shareholding, and many other benefits that it provides. If you are one of the many investors who are looking to register a Singapore Subsidiary Company, then this short-guide has everything you need to know to get started registering a Singapore Subsidiary Company:
Singapore Subsidiary Company—A Legal Business Entity
A Singapore subsidiary is considered as a legal business entity. It differs from branch office in the fact that it is taken as a separate entity from its parent company, which means that the liabilities of the subsidiary will not extend to the parent company. This means that the assets of the parent company remain completely safe, which is why registering a subsidiary in Singapore is the most popular option for foreign investors.
Requirements for Setting up a Singapore Subsidiary Company
Following are the key facts and the basic requirements for setting up a subsidiary in Singapore:
At Least One Resident Director
You are bound by the Companies Act to appoint at least one director who is a Singapore resident, i.e., an individual who holds either one of the following:
- A SingPass,
- An Employment Pass
- An Entrepreneur Pas
- A Dependant Pass
The resident is required to be of at least eighteen years of age, and must not have any previous record of fraud or any other business malpractice.
An Approved Name
You need to get the name of your subsidiary approved by the Company Registrar. The name of your Subsidiary Company can differ from the name of the parent company, but it should not be similar to any existing company or be offensive in nature.
Registered Local Address
You need to have a Singapore address registered for the subsidiary. It has to be a physical place and cannot be a P.O. Box number. In some cases, you can have your home address (if you have a house in Singapore) registered as a subsidiary company address.
At Least One Company Secretary
A Subsidiary Company is bound by the Companies Act to appoint a Company Secretary who is a Singapore resident.
At Least One Auditor
A subsidiary company must appoint an auditor within three months of the registration.
Documents Required for Registering a Singapore Subsidiary Company
Following are the documents that you need to prepare for the registration:
- Signed Consent to Act as Director (by each proposed director).
- Details of the registered address for the subsidiary.
- Passport particulars and residential address details of the directors of the subsidiary.
- Articles of Association and Memorandum for the subsidiary.
- An extract from the Company Registrar that lists the current registered address and directors of the parent company.
- A corporate declaration that authorizes a specific person to sign the essential subsidiary documents on behalf of the parent company.
- A certificate of incorporation of the parent company.
All documents are required to be in English. Any documents in languages other than English should be duly translated.
Registration Process and Timeline
There are two steps to registering a subsidiary in Singapore:
- Name approval, and
- Company incorporation.
Essentially, the registration time for a subsidiary company is only a few hours, since the entire process is computerized. However, if there is need for approval from other authorities for the company name, then the process can be delayed for a few weeks.