快速解答 – 更新于 2026 年
Looking to set up an LLC in Singapore?
新加坡 does not have a separate business structure called an “LLC” like the United States. For most businesses seeking limited liability, the closest Singapore structure is a 私人有限公司, commonly called a Pte Ltd company.
关键精华
- 有限责任 separates company debts from shareholders’ personal finances, but personal guarantees, unpaid share capital and a person’s own misconduct can create exposure.
- Incorporation requires suitable officers, a Singapore-registered office, share capital and a constitution. Foreign founders must also address filing and residency requirements.
- 预算 separately for government fees, professional services and operating capital. The minimum share capital is not a realistic estimate of total setup costs.
- Company records, annual returns, tax filings and applicable audit or licensing requirements continue after incorporation.
A private limited company can own assets, enter contracts, and take on debts in its own name. Shareholders generally have 有限责任, while its directors manage the business and carry their own legal responsibilities.
The right setup connects ownership, director arrangements, working capital, and compliance from the beginning. InCorp’s Singapore 公司注册服务 can support founders through registration and help identify the related services their business needs.
What is a Limited Liability Company in Singapore?
“Limited liability company” describes a company whose members’ 责任有限. For a company limited by shares, shareholders are generally liable for any amount unpaid on their shares. The company itself remains responsible for its debts.
This distinction matters when a business fails. A supplier ordinarily pursues the company for a company debt, instead of its shareholders; however, a shareholder who personally guaranteed that debt may still have to pay under the guarantee.
A shareholder can also be a director, but ownership and management are different roles. Holding both positions does not remove a director’s duties or turn company money into personal money.
Types of Limited Liability Companies
私人股份有限公司
A private company limited by shares generally has a maximum of 50名股东. It suits businesses that want ownership divided into shares without offering those shares to the public.
An exempt private company (EPC) is a qualifying category within private companies. It generally has no more than 20 members and must meet the applicable ownership conditions, including restrictions on corporate interests in its shares. “Exempt” does not mean exempt from every tax, filing, or accounting obligation.
大众股份有限公司
A public company limited by shares can be used for broader capital raising. Public offers remain subject to securities rules, including prospectus requirements or applicable exemptions.
Public company status does not automatically mean stock exchange listing. This structure usually involves more demanding governance and disclosure considerations than a founder-owned private company.
公众担保有限公司
A company limited by guarantee has members rather than shareholders and does not have share capital. Members agree to contribute a specified amount if the company is wound up.
It is commonly associated with non-profit purposes. It is generally unsuitable for founders who want equity ownership and dividends from a conventional commercial venture.
Characteristics and Advantages of a Private Limited Company
Separate Legal Identity and Continuity
The company holds its own property and contractual rights. Its existence can continue when shareholders change or a founder quits, until it is formally dissolved. This continuity can make succession and ownership transfers easier to organise.
有限责任保护
Shareholders can generally 限制他们的曝光 as shareholders to their investment and any unpaid amount on their shares. This helps founders distinguish the business’s commercial risks from their personal finances.
The protection is not absolute. Personal guarantees, fraud, breaches of directors’ duties, and other grounds for personal liability need separate consideration. A nominal shareholding does not shield someone from their own unlawful conduct.
A Structure for Investment and Shared Ownership
Shares provide a way to record ownership 和 introduce investors. Subject to the constitution, approval,s and applicable law, a company can issue shares and establish different share rights.
Founders should agree on how new funding affects ownership, voting, and decision-making before an investor joins. The ability to issue shares does not guarantee investment or access to credit.
Management Flexibility and Commercial Credibility
Shareholders can appoint directors to manage the business while retaining rights over matters reserved to shareholders. The constitution and a suitable shareholders’ agreement can help define that relationship.
A registered company also provides customers and partners with an identifiable contracting entity and a public corporate record. It still needs to demonstrate financial strength, reliable service and appropriate licences; incorporation alone proves none of these.
企业所得税待遇
The company is assessed under the corporate tax system. Eligible exemptions and rebates may reduce its tax bill, but a company is not automatically the lowest-tax choice for every founder. Consider expected profits, remuneration, compliance costs, and the owners’ circumstances together.
LLC, LLP or Sole Proprietorship
Choose a structure around how the business will operate, not just how quickly it can be registered.
| 结构 | 所有权和责任 | Tax and Practical Fit |
|---|---|---|
| 私人有限公司 | Shareholders own shares; the company is a separate entity. Shareholder liability is generally limited to unpaid share amounts. | Corporate tax applies. Often suitable for equity investment, hiring and business continuity. |
| 有限责任合伙企业（LLP） | Partners operate through a separate entity. Partners remain responsible for their own wrongful acts. | Income is generally taxed at partner level. May suit businesses run jointly by active partners. |
| 独资 | Owner and business are not separate legal entities; the owner bears personal liability. | For an individual owner, business income is assessed under personal tax rules – a simpler structure, with greater personal exposure. |
Requirements for a Singapore Private Limited Company
Prepare the following before filing:
- Shareholder details and an agreed share allocation, including who will legally and beneficially own the shares.
- 至少 one director who meets local residency requirements at incorporation. Confirm eligibility and consent before the application.
- 总监s who meet ACRA’s eligibility rules, including being at least 18岁 and not disqualified.
- A Singapore registered office that meets accessibility requirements and can receive official correspondence.
- A constitution setting out the company’s governance rules.
- Share capital of at least S$1. Distinguish issued capital from paid-up capital, which is the amount paid by shareholders.
- An eligible company secretary, appointed within six months of incorporation. The sole director cannot also serve as company secretary.
How Do I Register an LLC in Singapore?
As mentioned, Singapore does not register a separate “LLC” business type. If you want a limited-liability company, the usual structure is a private limited company.
Step 1: Choose the Company Type and Reserve its Name
Confirm that a private company limited by shares fits your ownership and funding plans. Choose the proposed name and business activities, then apply for name approval through Bizfile.
Name approval is separate from trademark protection. Check for potential brand conflicts before investing in signage, packaging or a website.
Step 2: Confirm the People, Address and Capital
Agree on the directors, shareholders, share allocation, and registered office. Collect identification, contact and ownership information, and obtain the required consents.
A corporate service provider can handle incorporation work, while a company secretary supports the company’s statutory administration.
Step 3: Prepare the Constitution and Ownership Arrangements
Adopt an appropriate model constitution or prepare a customised version. Review voting rights, share transfers, and decision-making provisions before filing.
For a business with co-founders or investors, consider a shareholders’ agreement covering funding, founder departures, deadlocks and exits.
Step 4: Submit the Incorporation Application
绝大部分储备使用 Bizfile to register the company, or have the appointed corporate service provider submit the application. Check company particulars, officers, shareholders, capital and constitution carefully. Supply controller and nominee information where required, complete endorsements, and pay the official registration fee.
ACRA says most registrations are approved soon after payment. Complex applications may take up to 15 working days, while cases requiring referral authority approval may take 14 to 60 days.
Step 5: Complete the Operational Setup
After approval, retain the incorporation records and confirm the company’s UEN. InCorp’s UEN guide explains how this identifier is used.
Apply for a corporate bank account, set up bookkeeping, and obtain any required business licences. Bank approval and licensing are separate from incorporation. Put customer agreements, employment arrangements and insurance in place as appropriate.
Step 6: Set the Compliance Calendar
Confirm the financial year end, secretary appointment and applicable auditor requirements. Allocate responsibility for statutory registers, accounting records, annual returns and tax filings.
Review GST obligations based on the business’s activities and turnover. Company incorporation does not automatically register the business for GST.
For a broader walkthrough, see our guide to 在新加坡注册公司.
How is a Singapore Company Taxed in 2026?
Corporate Tax and Exemptions
Singapore’s headline corporate income tax rate is 17%. Tax applies to chargeable income, not simply revenue.
Qualifying start-ups can receive a 75% 豁免 on the first S$100,000 and 50% on the next S$100,000 of normal chargeable income for their first three consecutive Years of Assessment.
The partial exemption scheme provides 75% on the first S$10,000 and 50% on the next S$190,000. The schemes are not claimed together.
The Year of Assessment 2026 Rebate
For YA 2026, the enhanced corporate income tax rebate is 50%, with a combined rebate and applicable cash-grant cap of S$40,000. Cash-grant eligibility has separate conditions.
公司成立后的持续合规性
Company Records and Annual Returns
Maintain accurate accounting records, resolutions and statutory registers. Update officer, shareholder, address, controller and nominee information as required. Appointing a corporate service provider such as InCorp helps with administration but does not remove directors’ responsibilities.
Non-listed companies must file their annual return within seven months after their financial year end (FYE). For non-listed companies with share capital and an overseas branch register, the deadline is eight months after the FYE.
The annual general meeting (AGM) has a separate deadline: non-listed companies must generally hold it within six months after FYE. A private company may qualify for an AGM exemption by sending financial statements to all members within five months after FYE, subject to members’ rights to request a meeting.
It may also dispense with AGMs through a resolution agreed by all members. An AGM exemption does not remove the requirement to file annual returns.
A company that remains live on ACRA’s register generally still needs to file its annual return even if it is dormant. An IRAS tax-filing waiver does not itself waive the ACRA return.
审核要求
A private company may qualify for the small company audit exemption if it meets at least two of the three criteria for the preceding two consecutive financial years:
- Annual revenue of S$10 million or less.
- Total assets of S$10 million or less.
- 50 or fewer full-time employees at the financial year end.
Newly incorporated companies have special assessment rules, and group companies must also assess the group criteria. Audit exemption does not automatically remove accounting or financial statement filing obligations.
Tax Filings and Other Obligations
Maintain a separate calendar for corporate income tax returns and Estimated Chargeable Income, including any applicable filing waivers. Monitor GST obligations, employment requirements and sector licences as the business grows.
Keep supporting records for transactions between the company and its owners. Salary, dividends, reimbursements, loans and capital contributions have different legal and accounting treatment.
Set Up Your Singapore Company With InCorps
The right setup connects ownership, director arrangements, working capital, and compliance from the beginning. InCorp’s Singapore company incorporation services can support founders through registration and help identify the related services their business needs.
Discuss your proposed activities, ownership structure, local presence, and funding plans so that the incorporation approach and service scope match how you intend to operate.
FAQs about LLC Singapore
Is a Singapore LLC a corporation?
- A Singapore private limited company is an incorporated legal entity. “LLC” is not its formal local registration category. Use “private limited company” when identifying the structure in Singapore, and check jurisdiction-specific rules when comparing it with an overseas LLC.
Who is responsible for a limited company’s debts?
- The company is responsible for its own debts. Shareholders generally risk their investment and any unpaid amounts on their shares. A person may have additional exposure through a personal guarantee, their own misconduct, or another legal basis for liability.
Can directors be personally liable?
- Yes. Limited shareholder liability does not remove directors’ duties. Personal exposure can arise from breaches of those duties, unlawful conduct, or personal guarantees. A director should understand the obligations attached to the role before accepting appointment.
Find out how we can help you start your LLC today!
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