Singapore Sole Proprietorship

A Sole Proprietorship is one of the most common and straight-forward company types in Singapore. Available to locals and foreigners.

Registering a Sole Proprietorship in Singapore

We help you to choose a right business structure according to your needs & requirements.

Singapore Company Registration

Sole Proprietorship

A sole proprietorship is a business entity that can be owned and managed by an individual, a corporation, or a limited liability partnership.

Key characteristics of a sole proprietorship:

  • It is not a separate legal entity from the business owner.
  • The business owner has unlimited liability, meaning they are liable for all the debts and losses of the sole proprietorship.
  • Legal actions, such as suing or being sued, are carried out in the owner’s name.

Incorporation Requirements

To register a Sole Proprietorship in Singapore, you must meet the following criteria:

Shareholders:

Limited to 1 shareholder (the sole proprietor). The shareholder can be an individual, a corporation, or a limited liability partnership.

Authorized Representative:

If the sole-proprietor is not a resident of Singapore, then an authorized representative must be appointed. The appointed representative must be a resident of Singapore and at least 18 years old.

Directors:

You do not need a director.

Company Secretary:

You do not need a secretary.

Registered Address:

The company must have a local registered address in Singapore.

Minimum Share Capital:

The minimum paid-up capital required is SGD 1.

Registration Process of a Sole Proprietorship

We guide you through our comprehensive step-by-step registration procedure: 

Submit your desired business name for approval by ACRA.

Fill out our company registration application form and submit the required documents:

  • Passport and/or local ID number of the shareholder and authorized reprepresentive (if any). If you do not have a local resident director, TopFDI can provide one for you.
  • If the shareholder is a company: Name, registration number, passport scan copies of directors, date and country of  incorporation.
  • (Provided by TopFDI) Passport and/or local identification ID number of company secretary.
  • (Provided by TopFDI) Registered Address in Singapore.

Once approved, receive the Certificate of Incorporation, officially registering your company.

Post-Incorporation Services

To ensure your company remains compliant and operational, TopFDI offers post-incorporation services:

Corporate Bank Account Opening

Guidance on opening a bank account with leading local, international or digital banks.


Company Secretary Services

Professional company secretarial services to ensure compliance with statutory obligations.

Tax & Accounting

Assistance with the annual filing of returns and other compliance requirements.

Frequently Asked Questions

This might vary depending on the professional service provider you engage, as the procedures carried out by each provider could differ. Typically, you will be required to provide a notarised identification and address proof of all potential officers of the company, such as the director(s) and shareholder(s). If the shareholder is a corporate entity, the business registration certificate, M&AA, shareholder list and other corporate related documents will be required.

No, you do not need to be physically present in Singapore to register a company. You can appoint a local corporate service provider, TopFDI, to handle the incorporation process on your behalf.

Singapore has a flat corporate tax rate of 17% that applies to both local and foreign companies. However, various tax incentives and exemptions are available for specific types of income and industries, potentially resulting in a lower effective tax rate.

Corporate income tax in Singapore is calculated based on the company’s chargeable income, which is determined by subtracting allowable expenses, capital allowances, and tax incentives from the total revenue.

To form a company in Singapore, you must address the following three things. Choose the right business structure, register your company with ACRA (Accounting & Corporate Regulatory Authority) to legally establish your company’s existence and set up a corporate bank account, if necessary.

After you choose the name of your company, you should decide on the type of company you intend to establish.

The types include:

Private company limited by shares
Exempt private company
Public company limited by guarantee
Public company limited by shares
Unlimited exempt private company
Unlimited private company
Unlimited public company

Then you should decide the end date of your financial year and determine what needs to be filed every year. Besides, it is crucial to appoint secretaries, company directors, and other key staff (ie an auditor within the first 3 months of incorporation) as you organize the shareholders and share capital within your business. You will also have to provide the constitution and registered office address.

Private Limited Company: Private limited companies have less than 50 shareholders and their shares should not be accessible to the public. A private limited company has the most flexible business structure. It is a separate legal entity from its shareholders and directors. It enjoys limited liability, shareholders are not liable for debts that are more than the agreed shared capital. You will need to open a corporate bank account for this reason. You can also freely transfer the ownership of the company.

Sole Proprietorship: Sole Proprietorship fundamentally means there are no partners in the business where the owner can earn all the profits but also bear a higher risk if anything happens. The sole proprietorship is not a separate legal entity from the business owner and all the debts of the business are the personal responsibility of the owner due to its unlimited liability. To register as a sole proprietor in Singapore, you must be a Singapore citizen, Singapore resident, or entrepreneur passport holder.

Partnership: A partnership is a business model which can have 2 or more shareholders up to a maximum of 20 shareholders. The partnership is not a separate legal entity & partners have unlimited liability.

Limited Partnership: A Limited Partnership consists of two or more partners, with at least one general partner & one minimum partner. The general partner has unlimited liability whereas the limited partner has limited liability.

Limited Liability Partnerships(LLP): LLP lets companies operate as partnerships while benefiting from the advantages of a private limited company. LLP is a separate legal entity and partners are not responsible for any loss or liability arising from the business.

Setting up a business in Singapore is relatively simple and straightforward. However, it is advisable for foreigners to engage a registered registration agent, such as TopFDI, to manage the incorporation.

Foreigners can own 100% of the shares in a Singaporean business, but they are required to appoint at least one local resident director (either a Singapore Citizen or a Permanent Resident).

The Singapore Companies Act mandates that all Private Limited Companies must have at least one director who is ordinarily resident in Singapore. This person is commonly known as a local nominee director, nominee director, or local director.

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