When you look at Singapore from the outside, it’s marketed as “business friendly” – and that’s true. But once you start the process as a foreigner, you quickly realize there are concrete legal boxes to tick: local director, registered address, minimum capital, and proper shareholding structure.
In this guide, I’ll walk you through the key legal requirements for starting a business in Singapore as a foreigner, using a practical, experience-based lens rather than just quoting regulations.
1. Choosing the Right Entity and Understanding Foreign Ownership
Private Limited Company – the standard for foreigners
While there are several business structures in Singapore, most foreign founders gravitate toward the Private Limited Company (Pte Ltd) because it offers:
Separate legal personality and limited liability
Easier access to banks, investors, and corporate clients
A structure that’s familiar to international partners
Crucially, Singapore allows 100% foreign shareholding in a private limited company. That means you (or your overseas holding company) can own all the shares, as long as other legal conditions are met.
Shareholding structure and basic requirements
When you set up your company, you’ll need at least:
One shareholder – individual or corporate, local or foreign
Clear allocation of share percentages
A sensible number of shares (e.g. 1,000 shares at SGD 1 each) so you have flexibility for future investors or employee equity
It’s worth taking time here; a messy cap table is one of the most common headaches later when you negotiate with investors or co-founders.
2. Nominee Director and Local Resident Director Rules
Why you need a local resident director
By law, every Singapore company must have at least one director who is “ordinarily resident” in Singapore. This can be:
A Singapore citizen
A Singapore Permanent Resident
A holder of certain valid work passes who meets the residency criteria
As a foreigner living abroad, you usually cannot fulfil this requirement yourself at the beginning. That’s where the concept of a nominee director comes in.
How nominee director arrangements work in practice
A nominee director is a local individual appointed to satisfy the legal resident director requirement while you remain the ultimate owner and decision-maker. Typically:
The nominee acts according to clearly agreed terms in a professional services contract
You remain responsible for the business and provide necessary information for compliance
Additional safeguards (indemnities, limited powers, internal approvals) are put in place to protect both sides
What’s important is understanding that, under the law, all directors – including nominees – owe duties to the company. So you should treat the role seriously and work with reputable service providers rather than casual acquaintances.
3. Registered Office Address and Corporate Secretary
Local registered office – not just a mailing address
To incorporate, your company must have a registered office address in Singapore. This is where:
Official correspondence from ACRA and IRAS is sent
Statutory records may be kept or made available
The company is considered to be “located” for legal purposes
If you don’t have a physical office at the start (which is very common for foreign founders), you can use a registered address service provided by a corporate services firm. The key is that it must be a real, usable address in Singapore, not a P.O. box.
Appointment of a corporate secretary
Singapore law also requires every company to appoint a company secretary within a prescribed time after incorporation. The secretary:
Ensures statutory registers and corporate records are maintained
Prepares board and shareholder resolutions
Handles filings with ACRA (changes in directors, share issues, annual returns, etc.)
For foreign founders, the corporate secretary is effectively your compliance partner. Choosing a competent one is just as important as choosing the right bank.
4. Minimum Capital and Bank Account Considerations
Minimum paid-up capital – how much is enough?
Legally, the minimum paid-up capital to register a standard private limited company in Singapore is very low (often just SGD 1). In practice, though, you should think in terms of:
What level of capital looks credible to banks and partners
What you realistically need to cover early-stage expenses
Whether your industry has any licensing or regulatory capital requirements
Many foreign-owned companies start with a modest amount (e.g. SGD 1,000–10,000) and increase capital later as the business and banking relationships mature.
Corporate bank account and KYC
While not strictly a “legal requirement” to incorporate, having a Singapore corporate bank account is effectively essential for operations. Banks will usually ask for:
Incorporation documents and shareholder/director details
A clear description of your business model and expected transaction flows
KYC documents for foreign owners and related entities
If your structure and documentation are clear from day one, onboarding is much smoother.
5. Other Key Legal and Compliance Points for Foreigners
Licenses and business activity restrictions
Depending on your sector, you may need specific licenses (e.g. financial services, F&B, education, recruitment). Before you lock in your structure:
Check whether your planned business activities are regulated
Understand if local shareholding, capital, or fit-and-proper tests apply
Factor license timelines into your launch plan
Accounting, tax, and annual filings
Even at the early stage, you should plan for:
Bookkeeping and accounting that meet Singapore standards
Annual returns to ACRA and relevant tax filings to IRAS
Possible audit requirements if you cross certain size thresholds in future
Register company in singapore for foreigner is not just about getting incorporated – it’s about staying compliant in a way that supports growth and future due diligence.
Conclusion
The legal requirements for starting a business in Singapore as a foreigner are clear and structured: at least one local resident director (often via a nominee arrangement), a Singapore-registered office, a competent company secretary, a simple but credible share and capital structure, and attention to licenses and ongoing filings.
Once you understand these building blocks, Singapore stops feeling like a maze of regulations and starts looking more like what it really is: a predictable, rules-based environment where a well-structured foreign-owned company can operate and scale with confidence.
Contact information:
Organization: BBCIncorp
Website URL: https://bbcincorp.com/
Email: service@bbcincorp.com
BBCIncorp's Headquarters in Hong Kong:
Address: Office 3906, 39th, The Center, 99 Queen's Road Central, Central, Hong Kong
Phone: (+852) 9889 3529
BBCIncorp's Office in Singapore:
Address: 9 Raffles Place, #29-05 Republic Plaza, Singapore (048619)
Phone: (+65) 6011 8200
BBCIncorp's Office in Vietnam:
Address: 39-41 Ngo Thi Bi Street, Him Lam Area, Tan Hung Ward, Ho Chi Minh City
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