A foreigner can own 100% of a Singapore private limited company, and the registration itself is quick. Two rules shape everything else for a founder who lives abroad: the registration must go through a registered corporate service provider, and the company needs a director who lives in Singapore. Both changed in substance in 2025. This guide covers them, the steps, and what the company has to file every year, from ACRA and IRAS sources checked in October 2026.
Rule one: foreigners register through a corporate service provider
ACRA is direct about it: “Foreigners must engage a Corporate Service Provider (CSP) to reserve a name and register a business structure.” Since the Corporate Service Providers Act 2024 came into force on 9 June 2025, CSPs are registered with ACRA and supervised under it; the old “registered filing agents” became registered CSPs.
Sources: ACRA: requirements for local residency · ACRA: reserving a name · ACRA: CSP Act in force
Rule two: one director must be locally resident
Every Singapore company needs at least one director who is ordinarily resident in Singapore (Companies Act s.145), aged 18 or over. ACRA counts as locally resident:
- Singapore citizens and permanent residents;
- valid holders of an Employment Pass, a Personalised Employment Pass or an Overseas Networks & Expertise Pass.
Dependant’s Pass holders need a Letter of Consent after registration, and other pass holders should check with the pass issuer. If the company carries on business for more than six months without a resident director, members who know it can become personally liable for its debts.
For a founder abroad there are three ways to meet the rule:
- Move. With an Employment Pass, a Personalised Employment Pass or an ONE Pass, you count yourself. Founders of venture-backed or innovative businesses can look at the EntrePass, which ACRA says to apply for before incorporation or within six months of it.
- Hire someone in Singapore who can serve as a director.
- Use a nominee director. Since June 2025, a person acting as a nominee director by way of business must be arranged by a registered CSP, after the CSP has assessed them as fit and proper. The company files its register of nominee directors with ACRA; the nominee status shows on the company’s public business profile, while the name of whoever appointed them stays private.
Sources: Companies Act s.145 · ACRA: local residency · ACRA: directors · ACRA: nominee directors · MOM: EntrePass
What else the company needs
- Shareholders: a private company can have up to 50, individuals or companies. Foreign shareholders are fine.
- Share capital: at least S$1.
- A company secretary who lives in Singapore, appointed within six months of registration.
- A registered office in Singapore, open to the public at least three hours each business day.
- A constitution: your own, or ACRA’s model constitution.
Sources: ACRA: share capital · ACRA: company types · ACRA: registering via Bizfile
Step by step
- Engage a registered CSP and settle the resident director: you, a hire or a nominee.
- Reserve the name (S$15). Most applications are approved soon after payment; ACRA’s review can take up to three working days, and names referred to another authority up to 15. A reserved name is held for 120 days.
- Register the company on Bizfile (S$300), with the constitution, directors, shareholders, share capital and registered office.
- Within six months: appoint the company secretary.
- Set up the registers the company must keep, including its register of controllers, which is not public, and register of nominee directors if it has one.
- Open the bank account; see what banks ask a non-resident founder.
Sources: ACRA: reserving a name · ACRA: fees · ACRA: register of controllers
Every year
| What | When | |
|---|---|---|
| ACRA | AGM, unless dispensed with | Within 6 months of the year end. A private company can dispense with it by members’ resolution, or skip it if it sends its financial statements to members within 5 months |
| ACRA | Annual return (S$60), usually with financial statements in XBRL | Within 7 months of the year end |
| IRAS | Estimated chargeable income (ECI) | Within 3 months of the year end, unless revenue is S$5m or less and ECI is nil |
| IRAS | Corporate tax return: Form C-S (Lite) up to S$200k revenue, C-S up to S$5m, otherwise Form C | 30 November each year (YA 2026: 30 Nov 2026) |
Two exemptions help small companies. A private company meeting two of three tests (revenue up to S$10 million, assets up to S$10 million, up to 50 employees) can skip the audit. And an exempt private company (no more than 20 members, none of them a corporation) that is solvent doesn’t have to file its financial statements with the annual return.
Tax is 17%, reduced by the partial exemption or, for qualifying new companies, the start-up exemption, and for YA 2026 by a 50% rebate capped at S$40,000. How that compares with Hong Kong is in Hong Kong vs Singapore company.
Sources: ACRA: AGM · ACRA: annual return · ACRA: XBRL and exemptions · ACRA: audit exemption · IRAS: ECI · IRAS: Form C-S / C · IRAS: filing season 2026 · IRAS: rates and exemptions
An example
Invented for illustration. Tomás lives in Madrid and is building software for logistics firms in Malaysia and Thailand, with two co-founders and an angel investor in the region. They register a Singapore company through a registered CSP, with a nominee director arranged by that CSP until they hire their first employee in Singapore. The three founders and the investor hold shares directly, so the company qualifies as an exempt private company and, while it stays small and solvent, files its annual return without financial statements. Their diary has four dates in it: the ECI, the tax return on 30 November, the annual return, and the day the nominee arrangement should end once a Singapore hire can take over.
When Singapore isn’t the right answer
- You don’t want a nominee director and won’t move or hire: Hong Kong needs only a locally based company secretary. See Hong Kong vs Singapore.
- Your customers aren’t in Asia: compare the options in best country to incorporate.
Register your Singapore company with us
Our Singapore partner, a registered corporate service provider, files the registration and arranges any nominee director. We coordinate it with the company secretary and registered office, help with the bank account, and keep the yearly filings on time.
Singapore company formationFrequently asked questions
Can a foreigner register a company in Singapore?
Yes, and own 100% of it. ACRA requires foreigners to engage a registered corporate service provider to reserve the name and register the company, and the company needs at least one director who is ordinarily resident in Singapore.
Who counts as a locally resident director in Singapore?
Singapore citizens, permanent residents, and valid holders of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass. Dependant’s Pass holders need a Letter of Consent, and other pass holders should check with the pass issuer.
Can I use a nominee director in Singapore?
Yes. Since 9 June 2025, a person acting as a nominee director by way of business must be arranged by a registered CSP that has assessed them as fit and proper. The nominee status appears on the company’s public business profile; who appointed the nominee stays private.
How much does it cost to register a Singapore company?
ACRA charges S$15 to reserve the name and S$300 to register. The CSP’s fee, the registered office, the company secretary and any nominee director come on top.
Does a small Singapore company need an audit?
Not if it meets two of three tests: revenue up to S$10 million, total assets up to S$10 million, and up to 50 employees. Shareholders holding 5% or more can still require one.
General information for internationally mobile founders, not tax, legal or immigration advice for your situation. Rules and fees change; confirm your position with a qualified adviser in each country involved before acting.