Start with the company’s role

Before incorporation, decide what the Singapore entity will actually do. A regional headquarters, operating subsidiary, holding company and investment platform have different people, contracts, risk, licensing and tax requirements. The documents should reflect the commercial model.

Core establishment requirements

A local company needs a Singapore registered office and at least one ordinarily resident director. A company secretary must be appointed within the statutory period. Shareholding, constitution, beneficial ownership records and controller information also need to be handled correctly. Foreign groups should confirm whether a subsidiary, branch or inward re-domiciliation is the better route.

Company, branch, VCC or partnership?

The available route may include a private company, public company, foreign company branch, Variable Capital Company, sole proprietorship, general partnership, limited partnership or limited liability partnership. Offshore and cross-border structures may also form part of a wider plan. Liability, ownership, fundraising, governance, tax, regulation and commercial substance should be compared before registration.

Check licensing before committing

Some trades require a licence, permit or approval and may impose conditions on personnel, qualifications, premises, capital or systems. Licensing should be mapped before the company signs a lease, hires regulated personnel or commits to launch dates. Raffles Consulting Services provides the structuring and licensing consultation, while our affiliate, Raffles Corporate Services Pte Ltd, carries out the incorporation, corporate filings and licence applications.

Tax residence and substance

Singapore tax residence is generally determined by where control and management is exercised. Board meetings are relevant, but the overall facts matter: who makes strategic decisions, where they make them, what records exist and whether the operating activity supports the position. Treaty claims and foreign-income exemptions may require further evidence.

Operating checklist

• Licences and sector approvals
• Bank-account preparation and source-of-funds information
• Employment passes, payroll and HR compliance
• GST and corporate tax registrations
• Intercompany agreements and transfer pricing
• Accounting, annual returns and beneficial-ownership records