REGISTRATION OF BUSINESS ENTITIES

There are many types of business structures in Singapore:

Local Company

There are various type of local companies:

Limited Companies

  • Private Company Limited by Shares
  • Exempt Private Company Limited by Shares
  • Public Company Limited by Shares
  • Public Company Limited by Guarantee

Unlimited Companies

  • Unlimited Exempt Private Company
  • Unlimited Private Company
  • Unlimited Public Company

The most commonly registered local company structures are private company limited by shares and exempt private company limited by shares.

Foreign Company

A foreign company registered elsewhere may choose to

  • register a branch in Singapore or
  • redomicile (move) to Singapore (subject to legislation in its home country) without the need to create a new entity or liquidate/transfer existing assets

Variable Capital Company (VCC)

A corporate structure for investment funds.

All VCCs must be managed by a Permissible Fund Manager.

  • has variable capital structure that provides flexibility in the issuance and redemption of its shares. It can pay dividends out of capital, gives fund manager flexibility to meet dividend payment obligations.
  • can be set up as a single standalone fund or an umbrella fund with two or more sub-funds, each holding a portfolio of segregated assets and liabilities.
  • can be used for both open-ended and closed-end fund strategies.
  • fund managers may incorporate new VCCs or re-domicile their existing overseas investment funds with comparable structures by transferring their registration to Singapore as VCCs.

Business (Sole-Proprietorship/Partnership)

A business could be registered either as a sole-proprietorship or as a partnership.

Sole-Proprietorship

  • Owned by one person (an individual or a body corporate)
  • The sole proprietor is
    • fully responsible for the business operation
    • entitled to all profit of the business
    • liable, without limit, for all the debts and obligations of the business

Partnership

  • Normally is an association of 2 to 20 partners
  • The partners are
    • fully responsible for the business operation
    • entitled to all profit of the business
    • liable, without limit, for all the debts and obligations of the business

Limited Partnership (LP)

  • a partnership that must have at least 1 general partner and 1 limited partner
  • the partners can be individuals or corporations
  • general partner has unlimited liability, fully responsible for the debts and obligations of the partnership
  • limited partner’s liability capped at the amount of the agreed investment

Limited Liability Partnership (LLP)

  • formed by 2 or more persons
  • a separate legal entity with perpetual succession
  • each partner’s liability is limited, not liable for the act of other partner

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It is important to have an appropriate structure for your business. Seek professional advice in registration of business entity in particularly registration of a company which involve the drafting of an appropriate constitutional document.

Should you require our assistance, please contact us.