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Strategically situated at the crossroads of the world's major aviation and shipping routes, Singapore is located between China and India. It has one of the most open business environments in the world and it welcomes all forms of enterprise and investment.

The most common method of doing business in Singapore is by incorporating a company. There are three types of companies in Singapore:

• Private companies have 50 or less shareholders and have restricted rights in share transfers. (An Exempt Private Company (EPC) is defined under Section 4(1) of the Companies Act as a company which has less than 20 shareholders and none of the shareholders is a corporate shareholder).
  
  
• Public companies have more than 50 shareholders and can offer shares and debentures to the public.
  
  
• Foreign companies are companies incorporated overseas with a branch registered in Singapore.
  
  

The first step to incorporating a company in Singapore is to submit a name for the proposed company. On approval of the name, the application for incorporation can be submitted. A company is usually incorporated within a day after payment of the registration fees. However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review.

Each company should have at least one director and one shareholder. The director and shareholder may be the same person. However, at least one director has to be a resident of Singapore. There is no such requirement for the shareholder.

A foreign company that wants to set up a branch in Singapore has to appoint two local agents to act on its behalf. These agents must be resident in Singapore.

Registered Office

A company must have a registered office in Singapore, which must be open and accessible to the public during normal office hours.

Secretary

Every company must appoint a secretary within six months of the date of incorporation.

Auditor

Every company must appoint an auditor within three months from the date of incorporation. However, the following companies are exempted from audit requirements:

• Exempt Private Companies with revenue not more than S$5 million.
  
• Dormant companies.
  

Representative Office

Foreign companies that are keen on exploring the viability of doing business in Singapore or are interested in using Singapore as a launch pad into the Asia-Pacific may initially wish to set up a Representative Office (RO). An RO has the benefit of allowing a foreign company to test out the business environment in Singapore before committing to any investment decisions.

An RO is not a legal entity, and is usually not intended to be a permanent establishment. It has a limited lifespan of three years, by which time the Parent Company would have sufficient time and opportunity to decide on the legal status of its Singapore Office either by registering a Branch Office or incorporating a subsidiary or an independent company in Singapore.

The RO must confine its activities strictly to market research, feasibility studies and liaison work on behalf of its parent company. The RO must not engage in any trading or business activities and cannot lease warehousing facilities. Any shipment or storage of goods must be handled by a local agent or distributor appointed by its parent company. For all such business activities, it is necessary to incorporate a company or set up a branch office in Singapore.

If you wish to set up a Representative Office in Singapore, we shall be happy to assist you.