Singapore LLC? What Americans Need to Know About a Pte Ltd

If you've formed an LLC back home, it's natural to look for the Singapore version and ask, "Can I set up a Singapore LLC?" The honest answer is no. The structure that does exist will feel familiar, though, and for most small businesses it does the same job.

We're a Singapore accounting firm, so this guide covers the Singapore side and flags the questions to take to a US CPA.

Is there an LLC in Singapore?

No. Singapore law has no entity called a limited liability company. The closest equivalent is a private company limited by shares, which carries "Pte Ltd" (or "Private Limited") at the end of its name. Like an LLC, it is a separate legal entity, and each shareholder's liability is generally limited to the share capital they put in.

Singapore does have limited liability partnerships (LLPs), but an LLP is taxed as a partnership: each partner is taxed on their share of the profit. A Singapore branch of your US company is another route, but a branch can't claim the start-up tax exemption. Our LLP vs Pte Ltd guide compares the local options; for most American founders, the Pte Ltd is the usual choice.

US LLC vs Singapore Pte Ltd

Here's a side-by-side view of the points American founders ask about most:

One flag for your US CPA: the US "check-the-box" rules list foreign entity types that must be treated as corporations, and for Singapore that list names the public limited company, not the Pte Ltd (26 CFR 301.7701-2). Whether an election suits you is a US tax question to settle before you incorporate.

Setting up a company in Singapore as an American

Here's what incorporation involves when you're based overseas:

1. Choose and reserve a company name. ACRA's Bizfile portal charges S$15 for the name application.
2. Appoint a locally resident director. Every Singapore company needs at least one director who is ordinarily resident in Singapore: a citizen, permanent resident, or eligible pass holder with a local address (some pass holders need MOM approval first). You can sit on the board too, from anywhere.
3. Arrange a nominee director if you have no one local. Since the Corporate Service Providers Act 2024 took effect on 9 June 2025, anyone acting as a nominee director by way of business must be arranged through an ACRA-registered corporate service provider, which has to be satisfied the nominee is fit and proper. Expect a written service agreement, and remember the nominee is still a director with legal duties. Harvest refers clients to nominee directors through this route.
4. Set the share capital. The minimum paid-up capital is S$1, and you can increase it later.
5. Provide a Singapore registered office address. A PO box doesn't qualify; corporate secretarial firms commonly provide one.
6. Register the company with ACRA. The registration fee is S$300, so government fees total S$315 (ACRA fees). Registration is often done within a day once identity checks are complete.
7. Appoint a company secretary within six months. The secretary must be resident in Singapore, and a sole director cannot also be the secretary.
8. Open a corporate bank account. Incorporation doesn't guarantee one. Banks run their own checks on directors, shareholders and source of funds, and some ask to meet directors in person.

If your business is regulated (financial services, employment agencies or education, for example), check the licensing rules too: incorporation is not an operating licence.

Our guide to registering a Singapore company as a foreigner covers the documents and identity checks in more detail.

Running the company each year

Once the company exists, here's the yearly rhythm:

• Estimated Chargeable Income (ECI) to IRAS within three months of the financial year-end.
• Annual return to ACRA within seven months of the financial year-end.
• Form C-S or Form C corporate tax return to IRAS by 30 November.
• Proper accounting records, kept for at least five years.
• An audit, unless the company qualifies for the small-company audit exemption.

If you plan to move to Singapore

Owning a Singapore company doesn't give you the right to live or work here; you need a work pass from the Ministry of Manpower. The Employment Pass requires a minimum qualifying salary of S$5,600 a month in most sectors, rising to S$6,000 for new applications from 1 January 2027, with higher floors in financial services and for older candidates. Founders who can't yet pay themselves that may look at the EntrePass, which is assessed on the business, not a salary floor. Our guide to the EP, LOC and EntrePass compares the routes. Once you hold a qualifying pass and live here, you may be able to act as the company's resident director yourself.

How Singapore taxes a Pte Ltd

Singapore's corporate tax rate is a flat 17% of chargeable income, the same for local and foreign-owned companies. A small company's effective rate is lower because of two exemption schemes (IRAS):

To qualify for the start-up exemption, the company must be incorporated in Singapore, be tax-resident here for that YA, and have no more than 20 shareholders, either all individuals or including at least one individual holding at least 10% of the shares. Investment holding and property development companies are excluded.

For YA 2026, companies also get a Corporate Income Tax Rebate of 50% of tax payable. Active companies that made CPF contributions to at least one local employee in 2025 receive a S$2,000 cash grant, and the rebate and cash grant together are capped at S$40,000.

Three other features matter:

• One-tier dividends. Once the company has paid its tax, dividends carry no further Singapore tax and no Singapore withholding tax. How the US taxes them is a separate question.
• Territorial basis. Singapore taxes income sourced here, plus foreign income received here. Foreign dividends, branch profits and service income received in Singapore can be exempt if conditions are met, including a foreign headline tax rate of at least 15%.
• GST. Registration becomes compulsory once taxable turnover exceeds S$1 million in a calendar year, or is expected to in the next 12 months (IRAS). The rate is 9%.

Is there a Singapore-US tax treaty?

No. Singapore and the United States do not have a comprehensive income tax treaty, and Singapore does not appear on the IRS list of US income tax treaty partners. Singapore has more than 90 comprehensive treaties elsewhere, so the gap is specific to the US.

Two narrower agreements do exist:

• A limited agreement on shipping and air transport income, giving reciprocal exemption to international shipping and airline profits (IRAS).
• A FATCA agreement, under which Singapore financial institutions report accounts held by US persons to the IRS. That's information sharing, not tax relief.

In plain terms, no treaty means no reduced withholding rates, and any relief from double tax depends on each country's own rules.

Withholding tax on payments from Singapore to the US

When your Singapore company pays a US resident, including you if you live in the US, Singapore's standard non-resident rates apply with no treaty reduction (IRAS):

The company files and pays the withholding tax by the 15th of the second month after the payment. Our withholding tax guide walks through the filing.

What to take to your US CPA

We advise on the Singapore side only. Before you incorporate, book time with a US CPA or international tax adviser and raise these points:

• Worldwide income. US citizens and green-card holders are taxed on worldwide income wherever they live, so a Singapore company doesn't take you out of the US system.
• Foreign company reporting. Owning a foreign corporation can bring US information returns such as Form 5471, with steep penalties for missing them.
• Foreign accounts. FBAR and possibly Form 8938 for Singapore bank accounts you own or can sign on.
• Profit you leave in the company. Rules such as GILTI and Subpart F can tax US owners on a foreign company's profit before it is paid out.
• Entity classification. Whether a check-the-box election suits your Pte Ltd.
• Investors. If you plan to raise from US venture funds, ask a US lawyer whether you'll need a Delaware parent company (a "Delaware flip").

Common mistakes American founders make

1. Assuming a Pte Ltd works like a pass-through LLC. In Singapore the company is a separate taxpayer at 17%, so budget for company tax and let your US CPA confirm the US side.
2. Running the company entirely from the US. A company is Singapore tax-resident where the board makes its strategic decisions, so a board that only ever meets in Austin can cost the company its start-up exemption.
3. Treating the nominee director as a formality. A nominee carries a director's full legal duties and will expect accurate, timely records, so use an ACRA-registered provider and keep the books current.
4. Forgetting withholding tax on payments to the US. Interest, royalties and director's fees paid to a US resident attract Singapore withholding tax with no treaty reduction, so build it into loan and licence agreements from the start.
5. Incorporating before getting US advice. Classification and reporting choices are easier to make before the company exists than to unwind afterwards.

Frequently asked questions

Can I form an LLC in Singapore?

No. Singapore has no LLC entity type. The closest equivalent is a private limited company (Pte Ltd), which gives shareholders limited liability. Singapore's limited liability partnership (LLP) is a different structure that is taxed as a partnership.

What is the difference between an LLC and a Pte Ltd?

Both are separate legal entities with limited liability. The main difference is tax: a US LLC is pass-through by default, while a Singapore Pte Ltd pays 17% corporate tax itself, reduced by the start-up or partial exemption. A Pte Ltd also needs a Singapore-resident director and a company secretary.

Does Singapore have a tax treaty with the US?

No comprehensive income tax treaty is in force. The two countries have a limited agreement on shipping and air transport income and a FATCA agreement for sharing account information. Singapore's standard withholding rates apply to payments made to US residents.

Can an American own 100% of a Singapore company?

Yes. A Pte Ltd has no local shareholding requirement. The company still needs at least one director who is ordinarily resident in Singapore, which you can meet with a nominee director arranged through a registered corporate service provider.

How much does it cost to set up a Singapore company?

ACRA's government fees are S$315: S$15 for the name and S$300 for registration. Professional fees for incorporation, the company secretary, the registered address and any nominee director come on top and vary by provider.

Ready to set up your Singapore company?

Setting up in a new country while keeping the US side straight is a lot to carry. We can take the Singapore half off your desk. Our company incorporation service handles the ACRA filing, company secretary and registered address, and we can refer you to a nominee director through a registered provider. Once you're trading, our corporate tax service covers the ECI, Form C-S and the year-end financial statements your US CPA will ask for. Book a free consultation, no obligation, and we'll map out your structure with you before you commit.