Company Incorporation

We simplify and speed up the company incorporation process for our clients, individuals and corporate entities, providing expert advise on company structure and entity type that best suits your business needs, legal exposure and tax obligations.

Our comprehensive list of business entities in each jurisdiction gives you the opportunity to consider the right business structure for your investment.


A private limited company is limited by shares and is a separate legal entity from its shareholders. It is recognised as a taxable entity in its own right. Therefore, shareholders of a Singapore private limited company are not liable for its debts and losses beyond their amount of share capital.

Singapore CLG is usually set up by non-profit organisations requiring a corporate status. Unlike companies limited by shares, CLGs do not have share capital. Thus, the liability of members of a CLG is limited to the amount which they undertake to contribute to the assets of the company in the event of winding up. This amount will be provided for in the company constitution (minimum S$1 per guarantor) . CLGs are public companies. They are liable to pay corporate tax at the prevailing corporate tax rate of 17%, except those have been awarded charity status that are exempt from tax.

1. Limited Partnership

A Limited Partnership (LP) is a partnership comprising a minimum of two partners, with at least one general partner and one limited partner. The LP does not have a separate legal entity from the partners, i.e. it cannot sue, be sued or own property in its own name. An individual or a corporation may be a general partner or a limited partner of the LP.

  • A general partner is responsible for the actions of the LP and is liable for all debts and obligations of the LP.
  • A limited partner is not liable for debts and obligations of the LP beyond his agreed contribution, provided he does not take part in the management of the LP.

2. Limited Liability Partnership

A Limited Liability Partnership (LLP) gives owners the flexibility of operating as a partnership while having a separate legal identity like a private limited company. This means that the LLP is seen as a body corporate and has a legal personality separate from its partners. The LLP has perpetual succession, which means any change in the partners of an LLP will not affect its existence, rights, or liabilities.

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

An LLP is required to keep accounting records, profit and loss accounts, and balance sheets that will sufficiently explain the transactions and financial position of the LLP. In addition, the LLP must submit to the Registrar an annual declaration of solvency or insolvency (i.e. being able or unable to pay its debts respectively) which will be made available to the public.

3. Sole Proprietorship

A sole proprietorship is a business that can be owned and controlled by an individual, a company, or a limited liability partnership. There are no partners in the business. The legal status of a sole proprietorship can be defined as follows: 1) It is not a separate legal entity from the business owner; 2) The business owner has unlimited liability (i.e. the business owner is personally liable for all the debts and losses of the sole proprietorship); 3) It can sue or be sued in the owner’s name.

4. General Partnership

A partnership is a business owned by 2 to 20 partners. The legal status of a partnership can be defined as follows: 1) It is not a separate legal entity from the business owners; 2) The partners are personally liable for all the debts and losses of the partnership; 3) It can sue or be sued in the partners’ names.

1. Subsidiary 

A subsidiary company is a private limited company incorporated in Singapore with the parent company as its shareholder. A subsidiary company is incorporated in Singapore as a limited liability company, which is a separate legal identity. The foreign company’s liability is limited to the value of the shares it subscribes into the subsidiary. The foreign parent company may own 100% of the subsidiary’s shares. The subsidiary company is also entitled to local tax incentives (e.g. newly incorporated companies pay zero tax on the first S$100,000 of chargeable income for the first 3 consecutive years). For small to medium-sized foreign businesses, a subsidiary company is the preferred choice of registration in Singapore.

2. Branch Office

A branch office is registered in Singapore as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company. It is considered a non-resident company for tax purposes. Hence, it is not eligible for tax incentives commonly available for new start-up resident companies.

3. Representative Office

A foreign company may establish a representative office in Singapore to undertake promotional and liaison activities on behalf of the parent company. A representative office in Singapore has no legal status and is not permitted to engage in business and conclude contracts. It is thus not liable for Singapore income taxes. A Representative Office in Singapore has very limited use since it cannot engage in any business activities other than promotional activities. A Representative Office is usually valid for one year and must re-apply for a continuation of its status after the expiry of the initial period of approval.

United Emirates


Limited Company

A Limited Liability Company (LLC) is the most common form of business incorporating in UAE. According to Federal Law No. 2 of 2015 on Commercial Companies (CCL), a LLC is a company where the number of partners is at least 2 but shall not exceed 50. A partner shall be liable only to the extent of its share in the capital. When forming a LLC, the CCL prescribes that at least 51% of the shares must be registered with a UAE national, often referred to as a local partner.

Free Zone

UAE is home to over 40 free zone jurisdictions that cater to various industrial and business clusters where foreign investors can enjoy 100% foreign ownership of their companies. Across the UAE, there are designated territorial areas that are considered separate legal jurisdictions govern forced by an independent Free Zone Authority (FZA) from the UAE government, which allows free zone jurisdictions to govern, license and register corporate entities independently.

Offshore Company

Clients can either register a new company in the form of a Free Zone Establishment (FZE) or a Free Zone Company (FZC) – an FZE has one shareholder and an FZC has two or more – or simply establish a branch or representative office of their existing or parent company based within the UAE or abroad. An FZE or FZC is a limited liability company governed by the rules and regulations of the Free Zone in which it is established. The provisions of the UAE Commercial Companies Law (CCL) do not apply.

Sole proprietorship

A sole proprietorship is one of the simplest type of company to set up.

The sole proprietorship requires only one owner, and his/her liability is unlimited. Personal income or assets of the owner will not be protected if the company is declared bankrupt or in debt.

Only Malaysian citizens and permanent residents can register this entity.

You will have to pay an annual fee to the Companies Commission of Malaysia (Suruhanjaya Syarikat Malaysia (SSM)) to keep the company renewed. This type of entity does not need to submit audits or carry out annual filing.


A partnership has two or more owners and a maximum of 20 owners.

These partners combine their resources to carry out business with the goal of generating profit. Partnerships are suitable for professional firms such as auditors and lawyers.

Only Malaysian citizens and permanent residents are allowed to register partnerships.

The partnership agreement outlines the responsibilities and liabilities of each partner. The business partners share the profits and liabilities of the company. The partnership is not required to pay any tax, but the partners will be taxed as individuals and have to report their profits and losses.

Like sole proprietorships, the partner’s liability is unlimited.

Private limited company (Sdn Bhd)

private limited company (Sendirian Berhad or Sdn Bhd) is a separate legal entity from its owners, meaning that it can buy or sell property, enter legal contracts and sue or get sued in courts.

The owners are liable only to the amount they have contributed to the company, and their personal assets or wealth will be left untouched if something happens to the company.

The private limited company is the most common type of entity for foreign investors. Foreigners are permitted to own 100% of the company. However, for some industries, they will need 50% Malaysian ownership. These industries include agriculture, banking, education, oil and gas.

To establish a private limited company, you would need a minimum of one member and a maximum of 50 members. The shares of this type of entity is issued to the individuals or corporate bodies.

Public limited company (Bhd)

A public limited company is similar to a private limited company, but the shares of the public limited company can be offered to the public. Public limited companies are usually listed on the stock exchange and is governed by the Securities Commission of Malaysia.

This entity must have a minimum of two shareholders, and the number of members is unlimited. The public limited company must hold annual general meetings and make reports on their financial statements.

There are two types of limited companies in Malaysia:

  1. Limited by shares
  2. Limited by guarantee

Companies limited by shares vs companies limited by guarantee

The liability of the members of this entity is limited to the amount contributed on their unpaid shares. If the company goes into liquidation or in debt, the members do not have to pay for the company.

A company limited by guarantee is mostly used for non-profit companies such as charities, clubs or societies. Profits gained from the company will not be distributed to the members of the company. However, profits will be reinvested into the company. If you form a charity organisation with more than 20 people, you must register the organisation with the SSM.

Unlimited company (Sdn)

Representative office

Foreign companies that want to increase their market and understanding of the Malaysian business environment can set up a representative office. A representative office does not have an independent legal standing in Malaysia. Therefore, the parent company is responsible for the debts and liabilities.

The representative office cannot engage in any business activities that will generate profit, business transactions, cannot sign or enter any contracts, sign deals or undertake any trading activities.

It is restricted to gathering or analysing information and studying the business opportunity in the Malaysian market, plan business activities, conduct research and product development and act as a coordination centre for the corporation’s agents in the region.

Foreign branch office

A branch office is not a separate legal entity and is an extension of the foreign parent company. The foreign parent company is liable and responsible for all the debts of the branch in Malaysia.

The activities of a branch office must be the same as the foreign parent company, and a branch is suitable for foreign companies that want to expand their business to Malaysia for a short-term basis.

The activities of a branch office must be the same as the foreign parent company, and a branch is suitable for foreign companies that want to expand their business to Malaysia for a short-term basis.

There must be at least one person residing in Malaysia to act as the branch’s authorised agent. The branch must also register with the SSM before being incorporated in Malaysia.

Limited liability of partnership

A limited liability partnership combines the characteristics of a partnership and a company. It is a body corporate and is a separate legal entity from its partners.

A limited liability partnership provides asset protection to its partners if the company goes bankrupt or in debt. It also has less compliance requirements compared to other business entities and is more affordable.

This entity is suitable for small companies or startups.

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