Company Incorporation Singapore: Structures & Fit
Topic
What “incorporation” means
Creating a separate legal person that can own assets, sign contracts, open bank accounts, and outlive founders. The aim is control, continuity, and clean governance.
Why incorporate
Limited liability, counterparty comfort (banks/vendors/investors), continuity/share transferability, and a predictable filings cadence.
Operational overview only—no legal, tax, or investment advice.
Structures in Singapore (ACRA)
Sole Proprietorship
What it is: You trade in your own name (not a separate legal person).
Liability: Unlimited (personal).
Who it fits: Freelancers testing demand with minimal admin.
Watch-outs: Personal risk; limited bank/investor comfort.
Partnership / Limited Partnership (LP)
What: Two or more persons carry on business; LP has ≥1 general partner (unlimited liability) and ≥1 limited partner.
Who it fits: Niche ventures with passive investors accepting the GP/LP split.
Watch-outs: GP bears heavy risk; uncommon for SMEs.
Limited Liability Partnership (LLP)
What: Partnership flexibility with limited liability.
Who it fits: Professional practices sharing profits and management.
Watch-outs: Banking/investor familiarity varies; governance can drift informal.
Private Company Limited by Shares (Pte. Ltd.)
What: Standard operating company; separate legal person; shares limited by capital.
Who it fits: Most growth businesses needing banking, hiring, investors.
Why it’s default: Credibility, multi-currency banking, share issuance, clear governance.
Company Limited by Guarantee (CLG)
What: No share capital; members guarantee a nominal sum.
Who it fits: Associations, clubs, mission-driven initiatives (non-profit).
Foreign Branch / Representative Office
Branch: Extension of a foreign company (not separate).
Rep Office: Non-revenue, market-research only.
Who it fits: Foreign HQs testing Singapore or centralising control abroad.
Funds note (context only): VCC is a specialised fund structure administered with licensed managers/admins; outside normal SME ops.
Simple decision rules (operator lens)
Default to Pte. Ltd. for most operating businesses needing banking, hiring, and growth.
Use LLP for partner-led professional practices that want flexible economics.
Use Sole Prop only for low-risk testing when personal liability is acceptable.
Use CLG for non-profit missions.
Use Branch/RO for foreign HQs exploring Singapore or keeping the main entity abroad.
Minimums & basics you’ll need
Proposed name(s), activities, and a concise business narrative.
Directors/shareholders’ details, simple cap table, and UBO map.
Registered office address and contact.
Constitution (company) or partnership/LLP agreement (as applicable).
Banking readiness pack: certified IDs, proof of address, org chart, and KYC questionnaire.
