Essential Documents for Setting Up a Subsidiary in Singapore

Setting up a subsidiary in Singapore offers a multitude of advantages for businesses looking to expand their global footprint. A subsidiary is a separate legal entity from the parent company, which means that the parent company is not directly liable for the subsidiary’s debts or any legal actions taken against it.

This legal separation allows parent companies to limit their liabilities and risks to the subsidiary’s assets, shielding them from potential financial implications.

One crucial aspect of this process is ensuring you have all the necessary documents in place to meet regulatory requirements. In this article, we’ll guide you through the essential documents needed to establish a subsidiary in Singapore successfully.

1. Company Constitution

• A company constitution, also known as the Memorandum and Articles of Association, outlines the subsidiary’s internal rules and regulations. It includes information about the company’s objectives, share capital, and governance structure.

2. Parent Company Documents

• You’ll need documents from the parent company, such as a copy of the parent company’s Certificate of Incorporation or Registration. These documents demonstrate the existence and legitimacy of the parent company.

3. Subsidiary Registration Documents

• To register your subsidiary, you’ll require documents like the Certificate of Incorporation, which verifies the establishment of your subsidiary in Singapore.
• Is it possible for a subsidiary to use a distinct business name from its parent company? Indeed, a subsidiary has the flexibility to opt for a unique business name separate from its parent company. Nevertheless, it’s important to note that business names must gain approval from ACRA.

4. Registered Office Address

• Provide proof of your subsidiary’s registered office address in Singapore. This address is where all official correspondence will be sent.

5. Directors’ and Shareholders’ Particulars

• Furnish information about the directors and shareholders of the subsidiary. This includes their names, addresses, passport copies, and residential statuses.
• Subsidiaries in Singapore can have 100% foreign ownership.

6. Company Secretary Details

• Appoint a company secretary for your subsidiary and submit their particulars, including their name, address, and qualifications. A company secretary is mandatory under Singapore law.

7. Business Activities Description

• Describe the intended business activities and operations of your subsidiary in Singapore. This information is necessary for regulatory approval.

8. Share Capital Details

• Specify the share capital structure of your subsidiary, including the number and value of shares issued. Share certificates may also be required.
• A minimum ownership stake of 51% by the parent company is required.

9. Corporate Bank Account Details

• Open a corporate bank account for your subsidiary and provide the bank’s confirmation letter as proof of the account’s existence.
• The newly established subsidiary operates as an independent legal entity distinct from its parent company. Hence, it’s advisable to initiate the setup of a dedicated corporate bank account under the subsidiary’s name to ensure accurate financial record-keeping.

10. Employment Pass Documents

• If foreign directors or employees plan to work in Singapore, submit their Employment Pass applications along with the required documents. This includes educational certificates, passport-sized photos, and job offer letters.

11. Statutory Registers

• Maintain statutory registers, including registers of members, directors, and secretaries, at your subsidiary’s registered office in Singapore.

Summary

Ensuring that you have all the necessary documents is a critical step in the process of setting up a subsidiary in Singapore. It not only helps streamline the registration process but also ensures that your subsidiary operates within the boundaries of Singapore’s regulatory framework. By meticulously gathering and organising these documents, you’ll be well-prepared to establish and run a successful subsidiary in Singapore’s thriving business landscape.