Foreign Business registration Guide Line in Singapore
When directors considered to be independent from substantial shareholder
4.
— (1) A director of a trustee-manager of a registered business trust is considered to be independent from a substantial shareholder of the trustee-manager if he is not that substantial shareholder of the trustee-manager or is not connected to that substantial shareholder of the trustee-manager.
(2) For the purposes of paragraph (1), a person is connected to a substantial shareholder if —
(a)
in the case where the substantial shareholder is an individual, the person is (i)
a member of the immediate family of the substantial shareholder;
(ii)
a partner of a firm of which the substantial shareholder is also a partner; or
(iii)
accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or
(b)
in the case where the substantial shareholder is a corporation, the person is —
(i)
employed by the substantial shareholder;
(ii)
employed by a subsidiary or an associated company of the substantial shareholder;
(iii)
a director of the substantial shareholder;
(iv)
an executive director of a subsidiary or an associated company of the substantial shareholder;
(v)
a non-executive director of a subsidiary or an associated company of the substantial shareholder, where the subsidiary or associated company is not the trustee-manager;
(vi)
a partner of a firm of which the substantial shareholder is also a partner; or
(vii)
accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.
A foreign company branch can be registered via BizFile upon the approval of its name.
The person registering the foreign company is advised to engage a professional firm (e.g. lawyers, accountants, chartered secretaries) or a service bureau to assist him or her in the preparation and filing of the application for registration.
Requirements for registering a Foreign Company
The Companies Act requires a foreign company to appoint two local agents from Singapore to act on behalf of the company. The agents must be “ordinarily resident” (the usual place of stay of a person) in Singapore.
For ACRA’s purposes, if a person can provide a local residential address and prove that he is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period), ACRA may accept that he is ordinarily resident here.
Registration fees
Name Approval Fee
$15
Registration Fee for Foreign Company with share capital
$300
Registration Fee for Foreign Company without share capital
$1,200
Processing Time
A foreign company is usually incorporated within 15 minutes after the registration fee is paid.
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.
How long will an approved company name be reserved?
An approved company name will be reserved for 60 days from the date of name application. If you need more time, you can extend the reservation of the approved company name via BizFile for another 60 days. The fee payable is $10. Please note that you will have to apply for the extension latest by the 59th day from the date of name application; otherwise you will not be able to apply for the extension.
Do I Need To Register A Singapore Branch/Office Of A Foreign Company?
Yes, you must hire a professional firm to register your Singapore branch on your behalf with ACRA.
If you are setting up a Representative Office (RO) to explore business opportunities in Singapore or the region, you must register with the Monetary Authority of Singapore if the RO is in banking and insurance, or with International Enterprise Singapore for all other industries.
