Hong Kong companies registering in Singapore must file through the Accounting and Corporate Regulatory Authority’s BizFile system. The statutory fee for reserving a company name is S$15. The incorporation fee for a private limited company is S$300.
A subsidiary requires at least one director who is ordinarily resident in Singapore. A branch office must appoint a locally resident authorised representative. Representative offices are limited to non-commercial activities and are not permitted to earn revenue.
Registration proceeds after name approval unless the proposed activity is referred to another authority. Referred applications take longer to process. After Singapore company incorporation, companies are subject to Singapore’s corporate income tax at 17 per cent and goods and services tax at 9 percent.
Which Singapore Structure Should a Hong Kong Business Choose?
Incorporating a business in Singapore or Hong Kong isn’t the same. A large number of Hong Kong businesses choosing to expand into Singapore have traditionally relied on a short list of possible structures. Each structure has implications for taxation, reporting, and the extent to which the business in Singapore can be treated as a separate entity from the Hong Kong business.
Subsidiary (Singapore Private Limited Company)
Incorporation as a private limited company is the most popular method. As a separate legal entity in Singapore, despite it having wholly foreign party ownership, it is recognised as a subsidiary under Singapore law. However, under the Companies Act, at least one director must be a person who is usually resident in Singapore, and this refers to a Singaporean, a permanent resident, or an eligible pass holder. Additionally, aside from the S$1 required in the Companies Act, no minimum amount of paid-up capital is required, and it is possible to have 100% foreign ownership among the company’s shareholders.
Branch (registered foreign company in Singapore)
A branch office facilitates the expansion of a company from Hong Kong into Singapore without creating a new entity. It is registered on the foreign companies regime of the Companies Act, and it is considered to be the same legal entity as its main office. There is also a requirement to have an authorised representative residing in Singapore as a necessary appointee. Due to its lack of segregated accounts and liabilities, it entails stricter disclosure, such as the filing of accounts of the parent company.
Representative Office (RO)
Representative Offices have short-term functions for market analysis. They are not legal entities and cannot carry out business operations. Rules and regulations under Singapore law also prohibit representative offices from entering into contracts, issuing invoices, or earning money. However, activities such as conducting market research fall within their functions. Organisations requiring a physical presence usually establish a subsidiary or branch operation after commencing business operations.
Transfer of Registration (re-domiciliation)
Re-domiciliation enables a Hong Kong-incorporated firm to move its registration from Hong Kong to Singapore, yet it retains its legal existence. After re-domiciliation, it would fall under Singapore’s Companies Act as well as be treated as a Singapore-incorporated firm. Future compliance would have to align with Singapore regulations.
What Do I Need to Prepare Before Commencing Singapore Filing?
In Singapore, the time required for incorporation depends largely on whether statutory requirements are satisfied before an application is submitted. Delays arise most often when mandatory appointments or documents are missing at the point of filing.
Local personnel
Subsidiary
A Singapore private limited company is required to appoint at least one director who is ordinarily resident in Singapore. This includes Singapore citizens, permanent residents, and holders of qualifying long-term passes. The requirement must be met at the time of incorporation, regardless of the nationality or location of the company’s shareholders.
Branch
A registered foreign company must appoint at least one authorised representative who is ordinarily resident in Singapore. The authorised representative is legally responsible for ensuring compliance with filing and disclosure obligations under the Companies Act.
Address and governance basics
Every company incorporated or registered in Singapore must maintain a registered office address within the country. This address is used for statutory correspondence and the service of legal documents and must be accessible during prescribed business hours.
Incorporation also requires a company constitution. Companies may adopt the standard model constitution issued by the Accounting and Corporate Regulatory Authority or submit a customised constitution where shareholder arrangements or governance structures differ.
How will you file
All incorporation and registration documents are submitted electronically through the Accounting and Corporate Regulatory Authority’s BizFile system. Filings are made using SingPass credentials. Companies that do not have local digital access typically appoint licensed corporate service providers to submit applications on their behalf.
What Does the Process of Registration With the ACRA Consist of?
The Singapore method for incorporating a business has a predetermined administrative order, which is governed by the Accounting & Corporate Regulatory Authority. Starting with name approval, it ends with business registration, as it may subject to examination.
Step 1: Reserve the name
Applications need to be made via the ACRA’s BizFile e-services system. The fee for a name registration as provided in the statute is S$15. A name cannot be exactly the same as an already registered name.
Most applications involving names are processed without delay. However, when an application is referred to another authority, timescales for approval increase. Rules of guidance published on the GoBusiness portal suggest that referred names take anywhere from 14 to 60 days to clear, depending on the kind of proposed activity.
Step 2: Register the Entity
After the name approval, the application proceeds to the incorporation of the subsidiary or the registration of the branch office. The registration fee as published by the ACRA would cost S$300. Adding to the fee for application of a name, the total cost that the government would require would be S$315.
Step 3: Processing Timelines and Referrals
For applications that do not require an external review, it will be processed based on standard timelines of an administrative process. In situations where a business activity relates to a controlled field, an application will be referred for consideration. This, according to ACRA, usually extends an application processing period between 14 days and two months depending on a review process.
Step 4: Licensing requirements after incorporation
Licensing is usually treated separately from incorporation for various business operations. Singapore has optimised the process of identifying and applying for licenses via the GoBusiness Licensing system. Finally, companies usually undergo the incorporation process first and identify the licenses later, after the final business operation scope.
What taxes and filings start the moment you are incorporated?
Singapore’s tax system for companies is built around a flat headline rate, exemptions for qualifying cases, and strict deadlines.
- Corporate income tax rate: IRAS states Singapore’s corporate income tax rate is 17%.
IRAS also highlights tax exemption schemes such as start-up and partial exemptions, and it explicitly notes that branches of foreign companies do not qualify for the start-up tax exemption scheme for new start-up companies.
- GST rate: IRAS states the GST rate increased to 9% with effect from 1 January 2024.
Whether you need GST registration depends on your facts, but the headline rate is not optional once you are in scope.
What Should Hong Kong Founders Consider After the Registration Process?
For a Singapore company incorporated but with no business activity, certain realities arise. Banks, third parties, and even authorities are increasingly scrutinizing whether a company exists substantively or only on paper.
Banking and KYC
Establishing the corporate bank account in Singapore is an exercise that is separate from the incorporation of companies through ACRA. Due diligence on behalf of the Singapore banks involves reviewing documents to verify the relationship of the newly formed Singapore company to its Hong Kong-based company. Documents to be furnished to the Singapore bank cover the ownership structure, name of the directors, name of the authorized signatories, proposed trading activities, expected volume of annual transactions, and local address.
Where a branch structure is involved, banks may also be subjected to further examination. This is because, since a branch and its head office in Hong Kong are considered to be the same institution, examinations of compliance may also include aspects of the parent company.
Immigration and who can run the business
Requirements for the presence of a locally resident director or authorized representative are under corporate law and do not include the right of work in Singapore. They comply with the requirements of the Companies Act but are unrelated to the approval for work in the country. Work passes and other work authorizations determine the persons authorized to manage or carry out the business in Singapore.
Restrictions on representative offices
The main activities of the representative offices are limited to non-commercial activities. The offices are not authorized to trade, conclude contracts, issue invoices, or earn revenues. If the business plan assumes that commercial operations are to take place in the initial phases, then the legal framework of the representative office does not constitute a suitable choice.
What are Some Common Pitfalls That Cause a Delay in Approvals for Hong Kong Companies?
Approval delays tend to stem from avoidable missteps at the outset, particularly around structure selection and regulatory exposure. In most cases, the slowdown reflects gaps between how a business is registered and how it intends to operate in practice.
Selecting a data structure which opposes operational intentions
Delays occur when the chosen legal form and the operating model of the company fail to align. Representative offices are commonly floated as a means for market testing but are banned from producing invoices or earning income. When business commences prior to the assumption of a valid operating structure, the company is required to reapply for the legal structure that would take longer.
Underestimating referral timelines
There are certain business activities that trigger the review process at the regulators in each sector. Where there is a referral, ACRA observes that the time taken for the process may range from 14 days to two months, depending on the level at which the review is conducted. Approval is deferred where agreements are entered into pending the incorporations in the same week, prior to the referral.
Treating local role obligations as procedural
Such appointments are non-discretionary. A subsidiary is required to have a locally resident director, while a branch is required to appoint a locally resident authorized representative. Such positions contribute to obtaining a registration basis. Such applications are often stalled when appointment positions are treated as a formality of doing business.
Missing compliance requirements after incorporation
Registration is where the process, rather than the end, of regulation commences. The filing dates are set and enforced. The filing of corporate tax returns, for example, has to be done even for years when there is no revenue, and late filing penalties apply automatically. The deadline for filing the corporation tax return for Year of Assessment 2025, set on 30 November 2025, is accurate for the precision of the filing dates for the purposes of enforcement practiced in Singapore.
Conclusion
For Hong Kong companies, setting up in Singapore is a procedural exercise shaped by structure, documentation, and regulatory sequencing rather than discretion. Where the process falters, it is usually because legal form and operational intent have not been aligned early. 3E Accounting, which works across incorporation, statutory filings, and post-registration compliance, help companies navigate those requirements in sequence, reducing avoidable delays once the registration process begins.
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Frequently Asked Questions
In straightforward cases, incorporation can follow soon after name approval, but timelines are often shaped by regulatory review rather than filing speed. Business activities linked to finance, employment services, education, or regulated professions are commonly referred to other authorities. Such referrals can extend approval timelines from a few days to several weeks. Delays usually reflect the nature of the activity, not administrative inefficiency. Companies that assume same-week registration without checking referral risk often misjudge timing.
Most online businesses do not require a specific licence. However, regulated activities such as financial services, the sale of controlled goods, food delivery, or education services require licences issued by agencies such as MAS, SFA, or the Committee for Private Education.
Bank account opening is independent of incorporation and subject to separate risk assessment. Singapore banks are required to establish beneficial ownership, control, and commercial substance. They typically examine the link between the Singapore entity and its Hong Kong parent, expected transaction flows, and the source of funds. Where a branch structure is used, scrutiny often extends to the parent company’s financials and compliance history. Incorporation alone does not guarantee banking access.
No. Representative offices are limited to non-commercial activities such as market research and liaison. They are not legal entities and are prohibited from signing contracts, issuing invoices, or earning revenue. Regulators treat early commercial activity under a representative office as a compliance breach, not a grey area. Companies that need to trade typically move directly to a subsidiary or branch structure.
Registration marks the start of ongoing statutory obligations. Companies must maintain annual filings with ACRA, keep statutory registers, and comply with tax reporting deadlines set by IRAS. Corporate income tax returns must be filed even in years with no revenue. Penalties for late filing are applied automatically rather than discretionarily. Singapore’s system prioritises predictability and enforcement over flexibility.
Abigail Yu
Author
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
