A flat 17% headline tax rate, a public register and a mandatory local director: Singapore's private limited company, in plain terms.
A Singapore private limited company (Pte Ltd) is registered with ACRA under the Companies Act. Every company needs at least one director and one company secretary, and at least one director must be ordinarily resident in Singapore [1][2]. The headline corporate tax rate is 17%, with partial and start-up exemptions on the first slice of chargeable income for companies that qualify [9][10]. Dividends paid by a Singapore-resident company are tax-exempt in the shareholder's hands, and foreign-sourced income is taxed when it is received in Singapore [11]. It is a well-documented, regulator-friendly structure. It is not a private one: directors and shareholders sit on a public register [4][5][24].
Four things that shape whether Singapore fits your structure.
ACRA, IRAS and MAS publish their requirements in detail. MAS in particular has said it has "set the bar high" for licensing token service providers, so crypto founders should read its guidance before assuming anything [7].
IRAS describes Singapore's comprehensive double tax agreements as covering all types of income [8]. Dividends from a Singapore-resident company are tax-exempt in the shareholder's hands [11].
The two common-law Asian options founders compare, on verified points.
| Singapore Limited Company | Hong Kong Limited Company | |
|---|---|---|
| Tax basis | Flat 17% headline rate; foreign-sourced income taxed when received in Singapore [9][11] | Territorial: only profits arising in or derived from Hong Kong are taxed [19] |
| Rate and early-stage relief | 17%, with a start-up exemption for the first three years of assessment and a partial exemption after, for qualifying companies [10] | Two-tiered: 8.25% on the first HK$2 million of profits, 16.5% above [18] |
| Director requirement | At least one director ordinarily resident in Singapore [2] | At least one director who is a natural person [17] |
| Government cost to set up | S$15 name application plus S$300 registration [12] | HK$1,545 incorporation fee [23] |
| Recurring government cost | S$60 annual return filing fee [12] | HK$105 on-time annual return [20] plus Business Registration, HK$2,350 for 2026-27 [22] |
| Audit | Small private companies can be exempt if they meet two of three size tests [13] | Required for all companies except dormant ones [21] |
| Public register | Directors and members registers are public; controllers register is not [4] | Public company register; the Significant Controllers Register is available to law enforcement, not as part of it [17] |
Hong Kong figures use the HK Companies Registry and Inland Revenue Department. Singapore figures use ACRA and IRAS. Fees are statutory only, before any service-provider costs.
The law requires at least one director who is ordinarily resident in Singapore, and failing to have one is a listed offence under section 145(1) of the Companies Act [2]. The registered office must be a Singapore address, open to the public at least three hours on each business day, with fines of up to S$5,000 for non-compliance [2][6]. A company secretary, a natural person who is a local resident and not the sole director, must be appointed within six months of registration [1].
ACRA ties deadlines to the financial year end, and a non-listed company's annual return is generally due within seven months of it [14]. A non-listed company's AGM falls due within six months, though a private company can skip it by sending financial statements to members within five months or by unanimous member resolution [15]. Annual returns carry a S$60 filing fee [12], and late filing adds S$300, or S$600 after three months [16]. A private company that meets two of three tests (revenue of S$10 million or less, total assets of S$10 million or less, 50 employees or fewer) can be exempt from audit, and a group must qualify as a whole [13].
The corporate rate is 17% [9]. Qualifying companies can get a start-up exemption in their first three years of assessment (75% of the first S$100,000 of chargeable income, 50% of the next S$100,000), and others get a partial exemption (75% of the first S$10,000, 50% of the next S$190,000). Investment holding companies are excluded from the start-up scheme [10]. This describes the rules. It is not tax advice, so check your own facts.
Companies must keep a Register of Registrable Controllers, updated within seven days of changes and filed with ACRA's central register within two business days. Nominee directors and shareholders go on separate registers. None of these are public [4]. Separately, MAS has required token service providers serving only customers outside Singapore to be licensed since 30 June 2025 and said it will generally not issue such licences. Token services provided in Singapore fall under the Payment Services Act [7]. Whether your activities are regulated is a question for a Singapore lawyer.
What Otonomos charges to set one up. Prices are in USD, from the live order page.
| STARTER KIT | |
|---|---|
| Incorporation (one-time) | included |
| Corporate Secretary and Address (annual) | included |
| Total | $2,680 |
| PACKAGES | |
|---|---|
| Wealth Holding: Corporate Nominee Director, Nominee Shareholder, Full Apostille KYC/AML Kit, Crypto Exchange Account Opening, Offshore Bank Account Opening | $17,400 |
| Blockchain Development Studio: Wise account, Crypto Exchange Account Opening, refundable local director deposit, Offshore Bank Account Opening, Local Physical Director | $20,880 |
| VC-Ready Local Startup: Wise account, structuring guidance, refundable local director deposit, Offshore Bank Account Opening, Local Physical Director | $21,680 |
| POPULAR ADD-ONS | |
|---|---|
| Local Physical Director (annual) | $7,200 |
| Local director deposit (one-time, refunded on termination) | $5,000 |
| Corporate Nominee Director (annual) | $4,800 |
| Nominee Shareholder (annual) | $2,400 |
| Full Apostille KYC/AML Kit | $2,000 |
| Offshore Bank Account Opening | $7,000 |
| Crypto Exchange Account Opening | $1,200 |
| Wise account opening | $480 |
| Cross-jurisdictional guidance & structuring advice | $2,000 |
The order page has the live pricing, add-ons and checkout. This page was just the homework.
Not as a shareholder. The law requires at least one director who is ordinarily resident in Singapore, and ACRA lists citizens, permanent residents and holders of certain work passes as local residents [2][3]. If none of your directors qualifies, Otonomos offers a Local Physical Director, and the order page notes a refundable US$5,000 deposit, returned on termination [24].
Not always. A private company can be exempt from audit if it meets at least two of three tests: revenue of S$10 million or less, total assets of S$10 million or less, and 50 employees or fewer. A company in a group must have the whole group qualify [13].
The headline rate is 17%, with start-up and partial exemptions for companies that qualify. Foreign-sourced income is taxed when it is received in Singapore, and dividends from a Singapore-resident company are tax-exempt in the shareholder's hands [9][10][11]. Whether any of that applies to you depends on your facts, so take tax advice.
It depends on what the company does and for whom. MAS regulates digital payment token services provided in Singapore under the Payment Services Act, and since 30 June 2025 token service providers serving only customers outside Singapore have needed a licence, which MAS says it will generally not grant [7]. Get Singapore legal advice on your specific activities before launch.