Setting Up in Singapore From London or Sydney: A Singapore Company for UK Founders and Australian Founders

Short answer: A UK or Australian founder can own 100% of a Singapore private company, but it needs at least one director ordinarily resident in Singapore. The company is Singapore tax resident only if its strategic decisions are made in Singapore. Run it entirely from London or Sydney and the UK or Australia may treat it as resident there instead.

A Singapore company for UK founders, or for Australian founders, is quick to register but easy to get wrong on tax. ACRA (the Accounting and Corporate Regulatory Authority) cares about who sits on the board. IRAS (the Inland Revenue Authority of Singapore), HMRC and the Australian Taxation Office (ATO) care about where that board actually makes its decisions. This guide covers the director rule, tax residence, the two treaties’ rates, relocation and set-up costs.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

Can a UK or Australian founder own all the shares and be a director?

Yes. A UK or Australian individual, or a UK or Australian company, can hold every share in a Singapore private company limited by shares. The condition is on the board: at least one director must be ordinarily resident in Singapore.

A founder living in the UK or Australia does not meet that test. There are three practical routes:

• Relocate to Singapore on a work pass, such as an Employment Pass, and act as the resident director. ACRA tells pass holders to check with their pass issuer before accepting a directorship.
• Appoint a trusted Singapore citizen or permanent resident.
• Use a nominee director from a corporate service provider (CSP). On the date of incorporation, the nominee must tell the company they are a nominee and give the details of the person they act for (the nominator).

Under section 145(5), a director cannot resign if no ordinarily resident director would remain. Under section 145(10), if the company carries on business without one for more than 6 months, a shareholder who knows this can become liable for company debts contracted during that period. See our guide to the resident director requirement.

Where is a Singapore company for UK founders tax resident?

Where its control and management is exercised, not where it is incorporated. IRAS defines control and management as making decisions on strategic matters, such as the company’s policy and strategy.

Holding board meetings in Singapore may not be enough on its own. IRAS considers:

• whether board meetings are held in Singapore, and whether strategic decisions are made at them;
• whether the directors are based in or outside Singapore;
• whether the local director makes strategic decisions here; and
• whether key employees are based here.

For board meetings held using virtual meeting technology, IRAS generally treats strategic decisions as made in Singapore if at least 50% of the directors with authority to make them, or the chairman, are physically in Singapore during the meeting. See the IRAS tax residency page and our control and management test.

One trap for holding structures: IRAS says foreign-owned investment holding companies with purely passive or only foreign-sourced income are generally not Singapore tax resident unless they meet further conditions. A company is foreign-owned if foreign companies or non-citizens hold 50% or more of its shares at the ultimate level.

What happens if the founder runs the company from London or Sydney?

The company may become tax resident in the UK or Australia as well as, or instead of, Singapore.

These summarise each authority’s published guidance, not UK or Australian law in full. Check your position with a home-country tax adviser before you incorporate.

How do the Singapore-UK and Singapore-Australia treaties settle dual residence?

Each double tax agreement (DTA) has a tie-breaker for a company resident in both countries: place of effective management under the UK treaty, and where the company is managed and controlled under the Australian treaty.

A treaty claim in the UK or Australia usually needs a certificate of residence (COR) from IRAS, which is only available if the company is Singapore tax resident. Our article on the certificate of residence explains the application.

What withholding tax rates do the UK and Australia treaties cap?

Each treaty caps the tax the paying country can withhold from a beneficial owner resident in the other country. The UK treaty, as amended in 2012, is the more generous.

Singapore’s own withholding tax rates are 15% on interest on a loan and 10% on royalties for the use of intellectual property. So interest paid to a UK lender drops from 15% to 5%, and royalties to a UK licensor from 10% to 8%. For Australia, interest drops to 10% and royalties stay at 10%. The treaty texts are on IRAS’s website for the UK treaty and the Australian treaty. Compare our guide for Japanese and Korean founders.

How much tax does an Australian founder’s Singapore company pay?

Singapore taxes chargeable income at a flat 17%. The start-up exemption gives 75% exemption on the first S$100,000 and 50% on the next S$100,000, for the first 3 consecutive YAs. To qualify, the company must:

• be incorporated in Singapore and be tax resident in Singapore for that YA, so the control and management test matters here too;
• have no more than 20 shareholders, either all individuals or including at least one individual holding at least 10% of the issued ordinary shares; and
• not have investment holding or property development as its principal activity.

A company wholly owned by your UK or Australian company therefore does not qualify. Partial tax exemption then applies: 75% on the first S$10,000 and 50% on the next S$190,000.

How the UK or Australia taxes your dividends, salary or director’s fees is a home-country question. See our start-up tax exemption guide.

Should you move to Singapore on an Employment Pass or ONE Pass?

Relocating solves the resident director requirement and supports Singapore tax residence. Most founders apply for an Employment Pass (EP); very high earners may qualify for the Overseas Networks and Expertise Pass (ONE Pass).

• EP stage 1: the qualifying salary is S$5,600 a month (S$6,200 in financial services), rising with age to S$10,700 (S$11,800) at age 45 and above.
• From 1 January 2027, new EP applications need S$6,000 (S$6,600 in financial services), rising to S$11,500 (S$12,700) at 45 and above. Renewals of passes expiring from 1 January 2028 follow the new levels.
• EP stage 2: the application must score at least 40 points under COMPASS, the Ministry of Manpower’s points framework, unless exempt.
• ONE Pass: a fixed monthly salary of at least S$30,000 for the 12 consecutive months before applying, or under an established Singapore employer, or outstanding achievements in specified fields.

Figures are from the Ministry of Manpower’s EP eligibility page and its ONE Pass page. Work pass applications are handled by our associated MOM-licensed agency; see singaporeemploymentagency.com.

How do you incorporate, and what does it cost?

An overseas founder usually incorporates through a CSP, which files on Bizfile using Corppass. Raffles Corporate Services incorporates within 1 business day of receiving complete documents, subject to compliance checks.

1. Choose the shareholder and the resident director. If a UK or Australian company will hold shares, the company cannot be an exempt private company.
2. Complete the CSP’s due diligence, including a video call for remote transactions.
3. Reserve the name with ACRA (S$15) and register the company (S$300).
4. Appoint a company secretary within six months and set up the statutory registers.
5. Open the corporate bank account. What you tell the bank about where the business is run should match your tax position; see our guide to opening a corporate bank account.
6. Hold and minute strategic board meetings in Singapore.

RCS fees are as published on our packages page on 25 October 2026; accounting and tax filing are quoted separately. Our free tools include a set-up cost calculator and a corporate tax calculator.

Frequently asked questions

Can I be the only director if I live in the UK or Australia?

No. Section 145(1) requires at least one director ordinarily resident in Singapore. You can sit alongside a resident director, or become one after relocating.

Will a nominee director make my company Singapore tax resident?

Not by itself. IRAS looks at where strategic decisions are actually made. If you make them from home, the nominee does not change that.

Can my existing UK or Australian company own the Singapore company?

Yes. The Singapore company then cannot be an exempt private company or claim the start-up tax exemption, and the parent’s ultimate owners must appear in the register of registrable controllers. If it only holds investments, check the IRAS residence conditions for foreign-owned holding companies.

Which treaty rate applies if my Singapore company pays my UK company a royalty?

If the UK company is the beneficial owner and the treaty’s anti-abuse test is met, Singapore withholding is capped at 8% under Article 12 of the UK treaty, instead of the domestic 10%.

Last reviewed: 25 October 2026. The Editorial Team, Raffles Corporate Services.