
Table of Contents
Singapore recognizes six main types of companies: private limited company, partnership (which covers general, limited, and limited liability partnerships), and sole proprietorship for local businesses, plus subsidiary, branch, and representative office for overseas companies entering Singapore.
Each of the types of companies in Singapore carries a different level of liability protection, tax treatment, and compliance burden. This guide breaks down the features, advantages, and disadvantages of each structure so you can choose the right one for your business.
Key Takeaways
- Singapore has 6 main company types in total: 3 for local businesses (private limited company, partnership, sole proprietorship) and 3 entry options for foreign companies (subsidiary, branch, representative office).
- A private limited company is a separate legal entity taxed at a flat 17% corporate rate, while sole proprietorships and partnerships are taxed at personal income tax rates.
- From Year of Assessment 2024 onwards, Singapore resident individuals are taxed progressively from 0% to 24%, and non-residents pay a flat 24% on non-employment income such as business profits.
- A general partnership (GP) needs 2 to 20 partners, while a limited partnership (LP) and limited liability partnership (LLP) have no maximum.
- A subsidiary and a branch are both taxed at 17% and can claim the Partial Tax Exemption, but only a subsidiary that meets certain shareholder conditions can also claim the Start-up Tax Exemption, and a representative office cannot generate revenue in Singapore at all.
Common types of companies in Singapore
Singapore offers three common company types for local businesses: private limited company, partnership, and sole proprietorship. Each structure has a different impact on liability, tax obligations, and compliance requirements.
Private Limited Company
A private limited company, sometimes referred to as an Pte Ltd, is the most widely used business entity in Singapore. It can be formed under the private or public sector:
- Private sector: private limited company by shares and exempt private company
- Public sector: public company limited by shares and public company limited by guarantee
Advantages of Singapore Pte Ltd
- Limited liability: As the owner of a Singapore Pte Ltd, you only take responsibility for the liabilities equivalent to the value of shares you contribute to the company.
- Separate legal status: Your Pte Ltd is a separate and distinct legal entity. So it can sign contracts, acquire and own assets, sue, or be sued under its own name.
- Tax advantage: Your Pte Ltd is subject to an income tax rate of 17%. Besides, you’ll be eligible for a wide range of exemptions and reliefs from the government. This can reduce your tax burden significantly.
Disadvantages of Singapore Pte Ltd
Running a Pte Ltd means you have to handle the paperwork. Specifically, your compliance requirements for Singapore Pte Ltd include:
- Filing tax returns with IRAS
- Filing annual returns with ACRA
- Holding AGMs (Annual General Meetings)
- Submitting accounting reports
- Other duties as required by relevant competent authorities
Partnership
To establish a partnership, you need at least 1 partner for a sole proprietorship or at least 2 partners for the other partnership types. A general partnership does not have a separate legal entity. This means you and your partners are jointly responsible for the company’s liabilities, unless you are a limited partner.
To summarize, the three main forms of partnership in Singapore are:
- General partnership (GP)
- Limited partnership (LP)
- Limited liability partnership (LLP)
Key differences between GP, LP, and LLP
| Criteria | General Partnership (GP) | Limited Partnership (LP) | Limited Liability Partnership (LLP) |
| Legal status | Not a separate legal entity | Not a separate legal entity | Separate legal entity |
| Partner’s liability | Unlimited for all partners | General partner: unlimited. Limited partner: limited to investment | Limited to each partner’s own actions |
| Number of partners | Minimum 2, maximum 20 | Minimum 2 (at least 1 general and 1 limited partner), no maximum | Minimum 2, no maximum |
| Tax treatment | Personal or corporate income tax on each partner’s share | Personal or corporate income tax on each partner’s share | Personal or corporate income tax on each partner’s share |
| Compliance | Simpler than a private limited company | Simpler than a private limited company | Must file a declaration of solvency or insolvency annually |
Sole proprietorship
You can register a sole proprietorship easily but managing and maintaining it can be quite challenging. A sole proprietorship is also known as a ‘one-person business’. This means you control the business on your own and take full responsibility for the company’s losses and liabilities.
Advantages
- Compliance requirements: A Singapore sole proprietorship has the slightest burden from maintenance requirements. Specifically, the two biggest duties that you need to handle include business renewal and submission of tax returns with IRAS.
- Low cost: You only have to pay business license fees and taxes for a sole proprietorship. Though it may vary across countries, the cost for a sole proprietorship is often minimum.
Disadvantages
- Legal status: The sole proprietorship does not have a separate legal entity
- Unlimited liability: As a sole proprietor, you shall personally be in charge of all arising debts, liabilities, and losses of your business.
- Taxation: sole proprietorship profits are taxed as personal income. For Singapore tax residents, the rate is progressive from 0% to 24% (effective from Year of Assessment 2024 onwards). For non-residents, employment income is taxed at a flat 15% or the resident progressive rates, whichever is higher, while other income such as trade or business profits is taxed at a flat 24%(1) .
Company Formation Options for Overseas Companies in Singapore
If you’re a foreign company planning to expand to Singapore, there’re various options you can choose from. In the below section, let’s discover the three most common entity types for overseas companies.
Subsidiary
If you form a subsidiary, you are essentially a shareholder of the parent foreign company. In Singapore, a subsidiary is typically established as a private limited company, so it is taxed at the standard 17% corporate rate and is a Singapore tax resident like any other private limited company.
A subsidiary can claim the Partial Tax Exemption (PTE) on its normal chargeable income, the same as any Singapore tax resident company.
It can only claim the separate Start-up Tax Exemption (SUTE) if it meets SUTE’s own conditions, including having no more than 20 shareholders with at least 1 individual shareholder holding at least 10% of the shares. A subsidiary that is wholly owned by a foreign corporate parent, with no individual shareholder, will generally not meet this condition and so will not qualify for SUTE.
Holding Company
While most business structures are designed for active trading, investors with diverse portfolios often find it more advantageous to set up a holding company. Unlike a standard operating entity, a holding company is primarily used to own and manage assets, such as intellectual property, real estate, or shares in subsidiaries.
This structure can help business owners ring-fence liabilities and make more efficient use of Singapore’s network of Double Taxation Agreements.
Representative office
If you are exploring business opportunities in Singapore and want to research the market before committing to a full setup, forming a private limited company or subsidiary may be more than you need. A representative office (RO) lets you test the market first.
An RO is generally used for market research, promoting brand awareness, or market testing. Unlike a subsidiary, an RO has no separate legal status, so your overseas parent company takes full liability for any losses. An RO also cannot carry out profit-generating activities in Singapore.
An RO for a trading, manufacturing, or services business is registered with Enterprise Singapore (ESG), not ACRA. Foreign entities in banking, finance, or insurance register instead with the Monetary Authority of Singapore (MAS), and foreign law practices register with the Ministry of Law (MinLaw).
To qualify, the foreign parent company generally needs a sales turnover of at least US$250,000, must have been established for at least 3 years, and can propose no more than 4 staff for the RO. An RO can only operate in Singapore for a maximum of 3 years from its registration date, with renewal required before each registration period expires.
Branch
A branch is an extension of its parent foreign company. It is allowed to conduct commercial activities, but it has no separate legal status, so all liabilities of the branch are taken on by the parent company. A branch is registered with ACRA, the same authority that registers private limited companies and subsidiaries.
A branch is treated as a non-resident for Singapore tax purposes. It cannot claim the Start-up Tax Exemption because it is not incorporated in Singapore, but it can still claim the Partial Tax Exemption on its normal chargeable income, and it is taxed at the standard 17% corporate rate on its Singapore-sourced income.
How to choose the right type of company in Singapore
Choosing the right type of company is one of the most important decisions for your business’s future. Each structure comes with different features, advantages, and disadvantages, so you need to weigh your options carefully before deciding.
Consider these factors before making your decision:
- Ownership: how much control and ownership you want to retain.
- Investment capital: how much capital you plan to commit, and whether you need outside investors.
- Tax advantage: whether corporate tax treatment or personal income tax treatment works better for your situation.
- Compliance requirements: how much administrative burden you are prepared to manage.
There is no one-size-fits-all type of company. A sole proprietorship, for example, cannot offer the full ownership separation of a private limited company, and a private limited company cannot be taxed at personal income tax rates. Start by clarifying your business needs, then match them against the features above to find the structure that fits.
Need help to start your company in Singapore?
If this article has piqued your interest somewhat, and you’re ready to start your business structure of choice, you can always rely on our Singapore company formation service for a quick, stress-free experience.
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Conclusion
There are six main types of companies in Singapore to choose from, each offering a different balance of liability protection, tax treatment, and compliance workload. A private limited company suits most businesses that want limited liability and access to corporate tax benefits, while a sole proprietorship or partnership may fit simpler, lower-risk ventures.
Foreign companies can enter through a subsidiary, branch, or representative office, depending on how much local presence and liability exposure they are ready to take on.
Still unsure which structure fits your business? Chat with us and our team will help you pick the right company type and handle the incorporation process from start to finish.
References:
- (1) Inland Revenue Authority of Singapore – Working out my tax residency: https://www.iras.gov.sg/taxes/individual-income-tax/basics-of-individual-income-tax/tax-residency-and-tax-rates/working-out-my-tax-residency
Frequently Asked Questions
What is the most common type of company in Singapore?
The private limited company is the most common type of company in Singapore. It offers limited liability, a separate legal identity, and a flat 17% corporate tax rate, which makes it the preferred structure for most local and foreign entrepreneurs.
Can a foreigner own 100% of a company in Singapore?
Yes, a foreigner can own 100% of a Singapore private limited company. There is no requirement for local shareholders, although the company must appoint at least one locally resident director.
What is the difference between a subsidiary and a branch in Singapore?
Both are taxed at 17% and can claim the Partial Tax Exemption. A subsidiary is a separate legal entity, usually a private limited company, and may also qualify for the Start-up Tax Exemption if it meets the shareholder conditions.
A branch has no separate legal status, so its parent company bears full liability, and it cannot claim the Start-up Tax Exemption at all.
How many partners does a general partnership need in Singapore?
A general partnership needs a minimum of 2 partners and cannot exceed 20 partners. If the number of partners goes above 20, the business must be incorporated as a company instead.
Is a sole proprietorship taxed the same way as a private limited company in Singapore?
No. A sole proprietorship is taxed at personal income tax rates, which are progressive from 0% to 24% for residents, while a private limited company pays a flat 17% corporate income tax rate on its profits.
Do I need to register a representative office with ACRA?
No. A representative office for a trading, manufacturing, or services business is registered with Enterprise Singapore, not ACRA. Financial-sector ROs register with MAS instead. ACRA registers private limited companies, subsidiaries, and branches, but not representative offices.
Disclaimer: While BBCIncorp strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact BBCIncorp’s customer services for advice on your specific cases.
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