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Types of Business and Companies in Singapore

"Ideas are worthless. Intentions have no power. Plans are nothing.unless they are followed with action. Do it now!" - Michael E Angier

Singapore is very pro-business in both its tax regime and its variety of business organization types that may be registered in Singapore. Types of business structures are:

•	Sole proprietorship
•	Partnership
•	Limited Partnership
•	Limited Liability Partnership
•	Local Private Companies: Private Limited Company Exempt Private Limited Company Gazetted Private Limited Company
•	Local Public Companies Company Limited by Share Company Limited by Guarantee
•	Foreign Companies (Singapore Branch Office)
•	Representative Office (non-trading, for market survey)

• Sole Proprietorships ^*

Any individual who is a Singaporean or Singaporean PR may start his own business by registering with the Registrar under the Business Registration Act. Before a business can be registered, the applicant (the sole proprietor) must apply to the Registry to ensure that the proposed name is available and that his/her medisave payments are up to date.

The sole proprietor is entitled to all the profits of the business and is personally liable, without limit, for all its debts and obligations.

• Partnerships ^*

Two or more persons (up to a maximum 20) who combine some or all of their resources, skill or industry with the object of making a profit, may enter into a partnership. The profit will be shared by all the partners. All the partners are also personally liable for the debts and obligations of the partnership.

^*Note: Sole proprietorships and partnerships are not corporate bodies. There is no requirement for filing annual accounts but they must renew their registrations annually and report to the IRAS for annual returns.

• Limited Partnerships (LP)

A limited partnership consists of general partner(s) and limited partner(s). There is no limit on the number of the partners.

A general partner who may be either a corporation or an individual, will be personally liable for all the debts and liabilities while he/she/it remains a general partner. Meanwhile, a limited partner will not be liable for the debts and other liabilities of the partnership beyond the amount of his/her agreed contribution.

• Limited Liability Partnerships (LLPs)

LLPs give owners the flexibility of operating as a partnership whilst giving them limited liability. It combines the benefits of a partnership with those of private limited companies. Liability of the partners are limited to the amount they contributed to the LLP. The partners are not personally liable to the obligations of the LLP. A partner is personally liable for claims from losses resulting from his/her own negligence or wrongful act which will not affect any other partners.

However this comes with safeguards in law to minimize abuse and provide protection to parties who deal with the LLP. The LLP is a body corporate and has legal personality separate from its partners. The LLP has perpetual succession. Any change in the partners of a LLP does not affect its existence, rights or liabilities.

• Local Companies

The company is treated as an entity separate from the members that make up the company and as a "person" in law.

One or more individuals (at least one Director must be a Singaporean, Singapore Permanent Resident or EntrePass Holder) may incorporate a company by registering under the Companies Act. A company may be limited by shares, limited by guarantee or unlimited. For companies limited by shares, shareholders may be individuals or corporate entities, and need not be of local residency.

In Singapore, the main types of companies are:

Local Private Companies

Private Limited Companies – Companies limited by shares pursuant to, and governed by the Singapore Companies Act. The share holders cannot be held personally liable for the debts of Limited Companies, with their liability limited to the amount of shares that have been issued to them which they have not fully paid for. The number of shareholders is limited to fifty or less.
Exempt/Deemed Exempt Private Limited Companies – A subtype of a private company, an exempt private limited company has less than 20 members, none of them being corporate entities. Should the companies turnover exceed S$5million it will no longer be deemed exempt. The status is not specially conferred, it is simply a status by operation of law.
For more information about tax exemption of Private Limited companies, please check our Singapore Tax FAQ page.
Gazetted Exempt Private Companies – Government-owned companies which have been declared Exempt Private Company by the Minister Gazette.

Local Public Companies

Public companies include :

Company Limited by Share - The number of shareholders can be more than fifty members and the company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with ACRA before making any public offer of shares and debentures.
Company Limited by Guarantee - Companies limited by guarantee are usually formed for non-profit making purpose. This type of company is more commonly used for trade associations, charitable bodies, clubs, proffesional and learned societies, some religious bodies and the like, rather than commercial undertakings.

• Foreign Company

A company, corporation, society, association or other body incorporated outside Singapore; or an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association appointed for the purpose; and does not have its principal place of business in Singapore.

• Representative Office (Non-Trading, for market survey)

A Representative Office is an interim entity from which foreign companies that are keen on exploring the viability of doing business in Singapore can test the market before committing to any investment decisions.
For more information about setting up a Singapore Representative Office, please click here.

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DISCLAIMER: Whilst every effort has been made to ensure that the information provided is correct and up-to-date, no warranty is given that it is free from error or omission. Information given is of a general nature, and may not be applicable in a specific situation or for individual circumstances. Accordingly, we disclaim liability for any act done or omission made on the information provided and any consequences for any such act or omission. For specific legal advice, you should seek professional legal assistance.

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