Get a Subsidiary Company Registration in Singapore in a day
Setting up a Subsidiary Company Registration in Singapore has become immensely popular globally because of the flexibility it offers, along with the tax rebates. If you want to set up a Subsidiary Company Registration in Singapore, then it can be your most preferred destination. Enterslice's Singapore business incorporation desk can help you register a Subsidiary Company Registration in Singapore in just one day. We at Enterslice shall take care of all your business needs while helping you grow. In this service page, we shall navigate you through the intricacies of registering a Subsidiary Company Registration in Singapore, some challenges you may encounter, and how we at Enterslice shall help you provide a hassle-free experience in registering your Subsidiary Company Registration in Singapore. Our robust panel of experts comprising CA, CS, and Legal Experts has successfully incorporated 1000+ subsidiary companies in Singapore.
Advantages to register a Subsidiary Company Registration in Singapore
Cost effective process
It is easy and inexpensive to set up a Subsidiary Company Registration in Singapore
Opening up a bank account
It is easier to open up a corporate bank account in the name of a Subsidiary Company Registration in Singapore.
Hassle free and fast incorporation of the Subsidiary Company Registration in Singapore within one business day, provided there are no complications.
Why a Subsidiary Company Registration in Singapore?
Due to Singapore's liberal business regime, many foreign companies are attracted annually to set up their subsidiary companies in Singapore. A Subsidiary Company is a private legal entity that is 50-100% owned by a parent company, which can be local or foreign. It is pertinent to note that the name of the subsidiary company should be different from that of the parent company. A parent company can have as many subsidiaries as they want. All such subsidiary companies are known as sister companies. Sometimes, it is also witnessed that the sister companies may compete against each other. For instance, Apple (a parent company) has many subsidiaries like Shazam, iTunes, et al. Another example would be that of Exxon Mobile and ConocoPhillips, which are the sister companies owned by the parent company- Berkshire Hathaway, which are competitors in the market.
What is a Subsidiary Company Registration in Singapore?
Tax Liability of Subsidiary
The corporate income tax rate of 17% is charged on the Company's chargeable income. Along with that, the subsidiary company is entitled to all the tax benefits that local companies in Singapore may get. Subsidiary Companies in Singapore enjoy tax rebates and benefits of a government grant similar to those received by the local Companies in Singapore. In case the annual income of the subsidiary exceeds $1 million, it shall have to file for GST.
Subsidiary as a Separate Legal Entity
A Subsidiary Company Registration in Singapore is considered a separate legal entity from its parent company. This means that the parent company is not liable for the debts incurred by the subsidiary company.
A subsidiary company has the characteristics of a limited liability company. This means that the liability of a shareholder in a subsidiary company is limited to the value of the shares subscribed.
GST Registration for a Subsidiary
In case the annual income of the subsidiary company exceeds $1 million, it shall have to file for GST. After the registration, the subsidiary company shall charge its customers an additional 7% tax on the goods and services.
Features of a Subsidiary Company Registration in Singapore
Some of the features of a Subsidiary Company that make it quite a popular business model are listed below
- Capital: The minimum paid-up capital to set up a Subsidiary Company Registration in Singapore is the same as that of a private limited company, i.e. $1. However, after the successful incorporation of the subsidiary company, the said capital of the Company can be increased as per the shareholders' wishes.
- Shareholding Pattern: Subsidiary companies can be wholly owned (100% ownership) or partially owned (50% ownership). Parent Company can hold 100% shareholding of the Subsidiary Company Registration in Singapore.
- Account and Bookkeeping: The appointment of a company secretary is mandatory for a Subsidiary Company Registration in Singapore. The company secretary must be a natural person who is an ordinary resident of Singapore. The annual filing of audited accounts of the subsidiary company is mandatory.
- Ownership: A Foreign Company can own 100% of the shares of the subsidiary company yet keep its assets separate.
- Equality and Parity: A Subsidiary Company Registration in Singapore gets equal treatment to that of a local Singapore company.
- Capital pooling: Helps raise capital for the parent company and diversifies the business activities of the parent company.
- Fiscal Year: Subsidiary companies and parent companies can have a similar fiscal year to streamline their business activities.
- Paid-up capital: The paid-up capital of a subsidiary company can be in the same currency as that of its parent company.
- Profits: A Subsidiary Company Registration in Singapore can freely transfer their profits out of the country
- Tax Returns: Filing the Company's annual returns within 30 days from the date of the AGM.
- Tax Exemptions: Availing tax exemptions under some government schemes.
- Company Director: The person so appointed must be at least 18 years old, a resident, or a permanent resident of Singapore. The role of the director is to oversee the affairs of the Company and prepare financial statements for the Company.
- Company Secretary: The person appointed must be a resident of Singapore. The person concerned is responsible for overseeing the administration of the Company, which includes preparing minutes of meetings of directors and shareholders, et al. A company secretary must be appointed within 6 months of the date of incorporation of the Company.
- Auditor: The appointment of an Auditor is mandatory for a Subsidiary Company Registration in Singapore within 3 months of the date of registration of the subsidiary company. An auditor must be appointed within 3 months of the date of incorporation of the Company.
- Manager: The role of a manager of a subsidiary company is to manage the affairs of the Company.
Registration of a Subsidiary Company Registration in Singapore
Selection of Business Name
The first step in the registration of a subsidiary company is choosing an appropriate name for the Company. The desired name is submitted to the ACRA's online portal, BizFile. The availability of the chosen name is checked at this portal, and only then can the name be reserved for the Company. The applicant is also required to select and specify the SSIC Code (Singapore Standard Industrial Classification Code) depending on the type of commercial activities sought to be undertaken by the applicant.
Log in to the Bizfile+ portal
First, you have to log in to the BizFile+ portal. Then, you have to engage a registered filing agent to apply on behalf of the proposed director. Under the eServices menu, click on “Local Company” followed by “Start a New Local Company” and then attach the requisite necessary papers along with it, which include the company constitution, address, etc. The total cost of registering a subsidiary company is around $315, which includes a $300 registration fee and a $15 name application fee. There are various payment options available for you, namely Credit card/debit card, Apple Pay, Google Pay, and PayPal.
Submission of Company Details
This includes company details like primary company details, share capital details and shareholder details. Along with these details, the company constitution and shareholder agreement also have to be submitted along with the personal particulars of the shareholders and directors. Thereafter, you are supposed to pay a fee, which would be around $300 for Singapore citizens and $600 for foreigners. The review of the application by ACRA takes around 2-3 days, after which the decision shall be communicated to you via e-mail.
Constitution of the Subsidiary Company
The Constitution is a legal necessary paper that outlines the rules regarding the governance of the proposed subsidiary company. Your subsidiary company's Constitution must contain the information mentioned in the subsequent paragraphs.
It must mention the rights of the key personnel like directors, shareholders, and company secretary, the Subsidiary Company’s Name, the Subsidiary Company’s registered office address, Liabilities of company members, and Specifics of shares issued. It must also include procedures regarding Annual General Meetings, Extraordinary General Meetings, and appointment and resignation of directors.
It is important to mention that while submitting your application form for registration of your Subsidiary company on the BizFile+ portal, you should also attach a copy of the Company's Constitution along with it. If you do not want to create your own Constitution, you can adopt a model constitution under the Companies (Model Constitutions) Regulations 2015.
Services offered by Enterslice
We shall provide you with a hassle-free subsidiary company registration service in Singapore.
Business Name suggestion
We shall help you by suggesting unique business names for your subsidiary company.
Permits and Licenses
We shall help you get the appropriate licenses and permits suited to your business activities.
Bank account opening
We provide you with hassle-free company bank account opening services after the successful incorporation of your subsidiary company.
We can assist you with bookkeeping in accounting systems.
Our proficient team of CAs will assist you in audit compliance.
We provide you with a 15-20-minute expert call whereby we shall evaluate your business needs and accordingly provide a customized business model incorporation in Singapore.
Corporate tax and other filings
We shall help you in selecting an appropriate financial year to ensure the systematic filing of taxes every year.
We shall help you apply for an employment pass so that you can engage overseas workers in your newly incorporated subsidiary company.
Statutory Compliance Requirements
We shall help you with post-registration compliances like GST registration, custom registration, etc.
Applying for Corppass
We shall help you apply for Singapore Corppass through the Corppass portal.
Timely Evaluation & Consultancy Services
Since every corporate client has a unique problem, we at Enterslice aim to develop tailor-made solutions for our clients to address their corporate income tax concerns and provide them with efficient tax planning and advisory services.
Our team of experts at Enterslice will help you stay up to date with the latest circulars and notifications related to your business needs.
Representation before the relevant legal authorities and company registrar by our proficient legal attorneys if required.
Winding up of a Subsidiary Company
When a company is unable to pay off its debts, the Company is dissolved, and its assets are sold off to pay off its debt. This process is referred to as the winding up of the Company. The Company can be wound up compulsorily or voluntarily.
Compulsory winding up of the Company occurs on the order of a High Court as per the provisions of Section 125 of the Insolvency, Restructuring and Dissolution Act (IRDA). On the other hand, voluntary winding up of the Company occurs to voluntarily wound up the Company via resolution by the Company's shareholders and is passed with immediate effect.
Tax Exemption Schemes for Subsidiary Company Registration in Singapore
Corporate Income Tax (CIT) Rebate – You can claim a 75% rebate on your subsidiary company's first $10,000 taxable income. Thereafter, you can claim a 50% rebate on your Company's next $190,000 taxable income.
Foreign Sourced Income Exemption Scheme – In case a Double taxation avoidance agreement is being signed between the countries, then a resident company can claim a tax rebate if it’s taxed in a foreign country.
Development and Expansion Incentive - The Singapore government offers a 5%-10% tax break to companies that are good for Singapore's economy for a maximum of 40 years.
necessary papers Checklist
To successfully incorporate a Subsidiary Company Registration in Singapore, there must be a minimum of two persons who wish to form a company, a Submission of AoA (Articles of Association) to the Registrar of Societies, shareholder agreement, at least one Shareholder who can be a resident or foreigner, a resident director who must be a permanent resident or a foreigner with a valid employment pass, a qualified company secretary who is a resident of Singapore, a local registered business address in Singapore, at least $1 in paid-up capital, Employment Pass in case of foreigner director, Annual filing with the Accounting and Corporate Regulatory Authority (ACRA) and the Inland Revenue Authority of Singapore (IRAS).
The following necessary papers must be present with you during the registration process- A business name, Personal Particulars of the Director, Personal Particulars of the Company Secretary, Personal Particulars of each Shareholder, the Company's Constitution, Shareholder's agreement specifying the shareholding pattern, the Company's registered office address, Company's registered alternate address ( if any) and the Description of business activities of the proposed Company using Singapore Standard Industrial Classification Code (SSIC) 2020.
In case your subsidiary wants to employ foreign workers, you need to issue an employment pass. Information pertaining to the employment pass shall be available on the Ministry of Manpower (MOM) website.
Post Registration of the Subsidiary Company
Company Business Profile
The Company Business Profile is a comprehensive electronic necessary paper that includes essential information about the business. It is provided by the ACRA to newly established subsidiary companies. By paying a fee, you can also request a hard copy.
Certificate of Incorporation and Shares Certificate
The shares certificate necessary paper is issued by the Company Secretary of the Company. It shows the allotment of shares to each Shareholder and acts as Proof of ownership. A certificate of incorporation is a legal necessary paper that confirms the successful registration of a company. It is issued by the Singapore Company Registrar. It includes the Company's UEN. On payment of the fee, you can obtain a hard copy as well.
The first board meeting is held to appoint directors in the newly incorporated Company. A resolution by the board of directors is needed to open the bank account in the name of the subsidiary company.
Particulars of Registration
NRIC and full name
The full name of the company director, company secretary, auditor, and other key personnel involved.
The nationality of the company director, company secretary, auditor, and other key personnel involved.
Contact information (telephone number and e-mail address)
The contact details of all the key personnel must be specified.
The residential address of all the key personnel must be specified.
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Post Registration Compliances for a Subsidiary Company
Applying for the permits and licenses through the Singapore Go Business Licensing portal. Some business activities require a license even after their successful registration, like liquor distributors, banks, private schools, etc.
Singapore Custom registration
Your subsidiary will need to apply for a Customs Registration Number if its business activities involve import and export out of Singapore.
CPF (Central Provident Fund) Registration
It is a pension fund to which both employer and employee contribute.
Annual General Meeting (AGM)
An AGM must be held with all the Company's shareholders to discuss the agenda. The office must be open to the public for at least 3 hours each day on weekdays.
Bank Account Opening of Subsidiary Company
After the successful completion of the registration of a Subsidiary company on the BizFile+ portal, the Subsidiary company can proceed to open up a bank account in Singapore in the name of the Company. The following necessary papers are required to open up a bank account
- Resolution by the subsidiary company’s board of directorsmandating their consent for the same
- Copy of Certificate of Incorporation of parent company
- Copy of Certificate of Incorporation of a subsidiary company
- Copy of the business profile of the subsidiary company
- National ID card of Singapore or copy of passport
- Proof of residential addresses of the directors
Various schemes are available for the subsidiary companies to avail the tax benefits such as Start up Tax Exemption (SUTE) Scheme, Corporate Income Tax (CIT) rebate, Productivity and Innovation Credit (PIC) Scheme, Tax exemption clauses for foreign income of subsidiary companies, Exemption on foreign income from nations having Double-Taxation Agreements (DTAs) with Singapore. In case the Company has at least one Shareholder with 10% of shares of a subsidiary company, then that Company can claim zero tax for the first three consecutive years on the first $100,000 of chargeable income. It is pertinent to note that the Inland Revenue Authority of Singapore (IRAS) is vigilant of the malpractice of treaty shopping. Therefore, you must be careful while determining the resident status of a subsidiary.
Refusal of Registration of a Subsidiary Company
Non-Approval of Name: When a company name is not approved under the Business Name Registration Act on account of a similar name with an already functioning company or an offensive name.
Discrepancy in no. of shareholders: Due to the failure of having the requisite number of shareholders to start a subsidiary company.
Violation of the Singapore Companies Act: If your registered company address is not in Singapore as per Section 142(1) of the Companies Act.
Striking off a Subsidiary Company
The Company registrar can strike off the subsidiary company from its register as per Section 344 of the Singapore Companies Act. All you have to do is apply to ACRA to strike off your Company's name. Some prerequisites that your Company must fulfil before you can apply for striking off the name have been mentioned in the next paragraph.
The Company must have stopped trading or must not have stated its business activities since its incorporation. There should not be any existing assets or liabilities on the date of the application for striking off. Additionally, there must not be any debts owed by the Company to IRAS or any other government agency. There must not be any disciplinary proceedings going on against the said Company, and there must not be any legal proceedings against the Company within or outside Singapore.
What happens if the parent company becomes insolvent?
If the parent company becomes insolvent and fails to pay its creditors, then the stocks of a subsidiary company can be sold off to pay the creditors.
However, if the subsidiary company becomes insolvent, then parent companies are not liable to pay the debts of the subsidiary company.
Challenges while Registering a Subsidiary Company
There are some hindrances that you may get while registering your Subsidiary Company Registration in Singapore, which include choosing the right business model as per your business needs, choosing an appropriate business name, Regulatory compliances as per ACRA guidelines, Tax Regulations Compliance, Post Registration Compliances, Maintaining necessary papers/checklist, Forming the Constitution of the proposed subsidiary company, Opening up of bank account in the name of the subsidiary company and Getting appropriate licenses and permits. Our Foreign Business Incorporation desk at Enterslice shall help you resolve these challenges and create a hassle-free registration experience for you.
Why should you trust Enterslice?
- 1000+ Subsidiary Companies successfully incorporated in Singapore
- AI based chatbot for your help 24*7
- A robust team of Singapore-based Company Secretaries, CA.
- Expert consultation and guidance from our Singapore Business Incorporation Desk.
- Continuous support by the Company secretary for AGM preparation
- End-to-end assistance throughout the registration process by a robust panel of experts
Registering a Subsidiary Company Registration in Singapore: necessary papers Required
Registering a Subsidiary Company Registration in Singapore has been made easy by the Legal experts of Enterslice. We have prepared a comprehensive list of necessary papers required by you during the registration
- A Unique business name
- Personal Particulars of the Director
- Personal Particulars of the Company Secretary
- Personal Particulars of the Auditor
- Personal Particulars of the Manager
- Personal Particulars of each Shareholder
- Subsidiary Company's Constitution
- Shareholder’s agreement specifying the shareholding pattern
- The Company's registered office address
- Company’s registered alternate address ( if any)
- Description of business activities of the proposed Company using the Singapore Standard Industrial Classification Code (SSIC) 2020.
- Declaration of compliance
- Residential address of the Directors
- Consent to act as a director
- Incorporation Certificate of the parent company
- Extract from the Registrar of Companies to show the current registered address and directors of the parent company.
- Shareholder agreement