Setting up a Company in Singapore as an Expatriate

With its strategic location, first-world infrastructure and pro-business climate, Singapore is an ideal place to experiment and test the waters. We look at the options that expatriates can consider when setting up a company in Singapore.

Voted as the top choice in Asia and the second best choice by expatriates for career progression, financial well-being and quality of life, Singapore has one of the largest proportions of expatriates in the world, with expatriates and non-residents making up 30% of the population.

While there are several options in terms of business structure, most business owners typically opt for a private limited company structure, which offers the most flexibility and is a very commercially feasible option.

Option A: Private Limited Company + Employment Pass

This is the most common option that expatriates opt for when they decide to become a business owner in Singapore. Admittedly, the process may seem oddly reverse in order, as the company is incorporated in Singapore before the expatriate’s employment pass is applied for. Here are the key processes that expatriates should be aware of:

Company Incorporation

Having topped the World Bank’s annual survey of 189 economies on the Ease of Doing Business for the last ten consecutive years , potential business owners can be assured that incorporating a business is generally a fuss-free process, especially if a reliable professional corporate services provider (“CSP”) is engaged to assist.

Do note however, that with growing international concerns regarding money laundering, there have been more stringent screening processes put in place, hence potential business owners who have criminal records or are politically exposed persons may find that it may not be possible to incorporate a company in Singapore.

In general, potential business owners would do well to ensure that they have the following documentation and information on hand, before incorporating their business:

• At least three options for their preferred business name, which should not contain any misleading words, such as the use of “Singapore” or “Authority” or vulgarities etc. The business name should also not be too similar to another company’s business name.
• Principal Activities of the company
• Information on the first shareholders of the company, such as their full name, identification documents, registered address etc.
• A registered office address in Singapore that is not a P.O. box

To learn more, visit AsiaBiz’s Singapore company registration guide.

In addition, business owners will also need to consider the need to have a local resident director, before a company can be incorporated, as it is a statutory requirement. A company secretary would also need to be appointed, within six months from the company’s date of incorporation. Typically, most CSPs would be able to provide nominee local directors and a company secretary to fulfil both requirements.

Submission of Employment Pass Application to the Ministry of Manpower

Similar to how the application for a company to be incorporated is submitted via the Accounting and Corporate Regulatory Authority’s (“ACRA”) electronic portal called Bizfile, the Ministry of Manpower (“MOM”) also has a similar electronic portal, known as the Employment Pass Online (“EPOL”). MOM also does accept paper applications, however submissions through the electronic portal are generally processed approximately two weeks faster.

However, there are several conditions that need to be satisfied, before MOM will approve the application for an Employment Pass, as follows:

• Fixed monthly salary of at least S$3,600 (effective 1 January 2017)
• Candidate is qualified with relevant degrees, professional qualifications or specialist skills*
• Work experience
• Job profile

*Do note that the Ministry of Manpower (“MOM”) has additional requirements for candidates who submit certificates from tertiary institutions from India and China.

Expatriates may also note that the MOM has announced more stringent requirements for pass holders in the recent years, hence it may be prudent to consult an experienced employment agency before making the application.

Employment Pass holder is appointed as director of the company

Subsequent to the incorporation of the company and approval of the Employment Pass, an application can be made through Bizfile to appoint the Employment Pass holder as a director of the company.

Compliance wise, a director’s resolutions in writing would need to be prepared to acknowledge the appointment of a new officer of the company. A CSP would be able to assist with the preparation of this document and will retain the original in the company’s minutes book, which will be reviewed by auditors during their annual statutory audit.

Option B: Private Limited Company + EntrePass

The key difference between Option A and Option B is that an EntrePass is applied for, instead of an Employment Pass. Unlike an Employment Pass, the application criterion for an EntrePass focuses on the business and its potential contributions to Singapore, rather than the individual’s skills and qualifications.

To obtain an EntrePass, one needs extensive preparation. Some of the requirements stipulated by MOM are:

• Applicant must meet one out of the seven qualifying criteria
• Submission of a 10-page business plan

Qualifying Criteria

Applicants must demonstrate at least one of the following:

CRITERIA	DESCRIPTION
Be funded by a recognised third-party venture capitalist or business angel	Strictly monetary funding of at least $100,000; Applicant to provide shareholder certificate or documentary proof of investment commitment from VC/business angel; Examples include Vertex Ventures, SGInnovate, Jungle Ventures etc
Hold a nationally-recognised proprietary or licensed Intellectual Property (IP)	IP delivers a competitive advantage to your proposed business and cannot be easily replicated One of the shareholders or the company must be the owner of the IP Expired IP can be considered as long as one of the shareholders is the inventor of the IP
Has research collaboration with recognised research institutions such as A*STAR or an institute of higher learning	Research collaboration must be related to your proposed business Research institution needs to provide a contact person to verify details of the research collaboration You must be involved with ongoing research collaboration Contract of services is not considered to be research collaboration
Is an incubatee at a government-approved incubator or accelerator	Incubators or accelerators in SPRING Singapore’s Startup SG Accelerator Programme Accredited Mentor Partners under Startup SG Founder SGInnovate-linked incubation or acceleration programmes
Hold significant business experience/network and promising entrepreneurial track record	You must fulfil any of the following: Founded and sold a tech company Raised significant funding from investors for a current or past venture Have been or are being incubated by an internationally renowned incubator or accelerator Have strong industry networks and business contacts that are related to your proposed business Have substantial track record related to your proposed business Have received recognition by a national body, recognised media publication or credible industry organisation for your professional, business or entrepreneurial achievements
Has exceptional technical/domain expertise in an area related to proposed business	You must fulfil all of the following: Area of expertise must be related to your proposed business Have outstanding achievements or received international recognition in your area of technical or domain expertise
Hold good track record of investing in businesses and want to grow new or existing businesses in Singapore	You must fulfill all of the following: You are willing to invest a substantial amount of money in a local company. You have a track record in one of the following: In investing in and driving the growth of highly-scalable businesses. Substantial experience as a senior management professional or executive in a large corporation.

Business plan

This business plan should detail the proposed company’s business goals and objectives. Naturally, industries in their infancy with high value, or show potential to grow (such as the IT industry) will be able to benefit from more government incentives and are more likely to receive support from recognised research institutions or government-approved incubators, which is another one of the requirements for an EntrePass. Currently, the Singapore government leans towards businesses that utilise new, innovative technologies or which foray into niche areas that the local economy currently lacks.

In addition, the business plan should also reflect the applicant’s professional profile and implementation plan. Specifically, the business plan should have:

• Profile of applicant
  • Professional experience, such as employment history, role in growing businesses, track record in growing startups
  • Awards or recognitions, such as prestigious awards by a national body, credible organisation or recognised media
  • Special skills or resources, such as intellectual property, technology, networks, financial
  • Academic qualifications
  • Role in societies or organisations
• Business idea
  • Product and service offered
  • Market analysis
  • Supporting documents – e.g. licensing agreements, product certifications and endorsements.
• Implementation plan
  • Market plan
  • Operation plan
  • Financial projections
  • Profile of management team

Ultimately, the biggest reason why many choose an Employment Pass over an EntrePass is due to the difference in waiting time required. While an Employment Pass can be obtained in approximately 2 work weeks, a EntrePass takes a significantly longer time to process, as it is reviewed by SPRING Singapore, IMDA and NRF. Given the more stringent requirements due to the recent tightening of foreign labour policy, it would also be prudent for prospective applicants of an Employment Pass or EntrePass to consult an experienced employment agency. The employment agency will be able to advise and review the application, as well as liaise with the MOM on the applicant’s behalf.

With its pro-business policies, tax incentives, reliable first-world infrastructure, established tax treaty networks and strong government support, Singapore is arguably the best place for entrepreneurs to kick-start their businesses and expand to the region.