Short answer: A Chinese national can own 100% of a Singapore private company, but the company needs at least one director ordinarily resident in Singapore. Expect source-of-funds checks from your corporate service provider and bank. If money or assets leave China for the investment, PRC outbound investment filings may apply, so confirm these with a PRC adviser first.
Setting up a Singapore company for Chinese founders involves two sets of rules. Singapore’s rules decide who can be a director, how the company is registered and how it is taxed. China’s rules can decide how the founder may move capital out of China to fund it. This guide is for nationals and residents of the People’s Republic of China (PRC), and flags where you need PRC advice.
Key facts at a glance
- Section 145(1) of the Companies Act 1967: every company must have at least one director who is ordinarily resident in Singapore. A sole director may also be the sole shareholder.
- ACRA fees: S$15 to apply for a company name and S$300 to register the company. A company secretary must be appointed within six months of registration.
- Singapore corporate tax is a flat 17%. Singapore does not impose withholding tax on dividends.
- China-Singapore tax treaty (DTA): concluded 11 July 2007, in force 18 September 2007, effective 1 January 2008. Dividends are capped at 5% for a company holding at least 25% of the payer, otherwise 10%. Interest is capped at 7% (banks and financial institutions) or 10%, and royalties at 10%.
- PRC rules: MOFCOM’s Measures for the Administration of Overseas Investment (MOFCOM Order No. 3 of 2014, in force 6 October 2014) and NDRC’s Measures for the Administration of Overseas Investment by Enterprises (NDRC Order No. 11, in force 1 March 2018).
- Employment Pass qualifying salary: S$5,600 a month now, rising to S$6,000 for new applications from 1 January 2027 (higher for older candidates and for financial services).
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 Chinese national own and run a Singapore company?
Yes. A Chinese individual or a PRC company can hold every share. The restriction is on the board: under section 145(1) of the Companies Act 1967, at least one director must be ordinarily resident in Singapore.
Directors must be natural persons aged 18 or above. A founder living in Shanghai or Shenzhen does not meet the residency test, so there are three practical options:
- Relocate to Singapore on a work pass and act as the resident director. ACRA (the Accounting and Corporate Regulatory Authority) asks pass holders to check with their pass issuer, such as the Ministry of Manpower (MOM), before accepting a directorship.
- Appoint a trusted Singapore citizen, permanent resident or qualifying pass holder.
- Use a nominee director arranged by a corporate service provider (CSP). See our note on what a nominee director’s annual fee and deposit pay for.
The rule has teeth. Under section 145(5), a director cannot resign if that would leave the company without a resident director. Under section 145(10), if the company carries on business without one for more than six months, a shareholder who knows this can become personally liable for debts contracted during that period. Our guide to section 145 covers the options in more depth.
How does a Chinese national incorporate a company in Singapore?
A non-resident founder normally incorporates through a CSP, which files on Bizfile, ACRA’s online portal, using its Corppass login.
- Choose the company name and check it on Bizfile. The name application costs S$15.
- Complete the CSP’s customer due diligence. Expect to provide your passport, proof of residential address, a description of the business, and evidence of where the paid-up capital comes from. For remote clients we also hold a video call.
- Settle the constitution, share structure, registered office and officers, including the resident director and a company secretary (required within six months).
- The CSP files the registration on Bizfile and pays the S$300 registration fee.
- After registration, keep the registers ACRA requires, open the bank account and plan your first tax filings.
With complete documents, we incorporate within 1 business day, subject to compliance checks. See also registering a Singapore company as a foreigner.
What source-of-funds checks will the CSP and the bank run?
Both will ask where your money comes from and who ultimately owns and controls the company. The CSP checks before filing with ACRA; the bank runs its own, usually deeper, review.
For a Chinese founder, questions usually cover how the funds were built up (salary, a business sale, PRC company dividends), how the money will reach Singapore and whether PRC filings were needed to send it, and who the customers and suppliers will be.
Prepare documents that tell a consistent story: bank statements, PRC business licences and shareholding records, accounts or tax records, and a short business plan. Chinese-language documents usually need an English translation.
Does China ODI apply to a Singapore company for Chinese founders?
It can. Outbound direct investment (ODI) rules are China’s rules for PRC investors putting money into overseas businesses. Which rules apply depends on who invests and how the funds leave China. Confirm your position with a PRC adviser before you transfer any capital.
What the official PRC sources say, in summary:
- MOFCOM’s Measures for the Administration of Overseas Investment (Order No. 3 of 2014) apply to enterprises established in the PRC that set up or acquire non-financial businesses overseas. Investments involving sensitive countries, regions or industries need approval. Other investments are filed for record. Local enterprises file with their provincial commerce department. If the filing form is complete and in order, the department should complete the record-filing and issue a certificate within 3 working days.
- NDRC’s Measures for the Administration of Overseas Investment by Enterprises (Order No. 11) took effect on 1 March 2018. In its official explanation, NDRC said that overseas investments made by PRC individuals through overseas enterprises they control are handled by reference to the same Measures.
- SAFE (the State Administration of Foreign Exchange) Circular 37 of 2014 (Hui Fa [2014] No. 37) requires a PRC resident to complete a foreign exchange registration before contributing legal onshore or offshore assets or interests to a special purpose vehicle.
| Founder’s situation | PRC rules that may be relevant | Confirm with a PRC adviser |
|---|---|---|
| A PRC company will be the Singapore company’s shareholder | MOFCOM filing or approval; NDRC filing or approval; bank and foreign exchange procedures | Which authority and level applies, timing, and the documents the remitting bank needs |
| The founder holds the shares personally, using funds from China | Foreign exchange rules on individuals sending money abroad; possibly SAFE Circular 37 | Whether the Singapore company counts as a special purpose vehicle and how the funds can lawfully be remitted |
| The founder already lives outside China and uses offshore funds | Possibly none, depending on the founder’s residence status and the source of funds | Whether any registration is still needed, for example if the Singapore company will later invest back into China |
We do not advise on PRC law. Treat the table as questions for your PRC adviser, not conclusions, and keep the resulting certificates and records for your Singapore bank.
What does the China-Singapore DTA change?
The treaty caps the tax each country may withhold on dividends, interest and royalties paid to a resident of the other, subject to anti-abuse rules.
| Payment | Treaty cap on tax in the source country | Practical note |
|---|---|---|
| Dividends | 5% if the beneficial owner is a company holding directly at least 25% of the payer’s capital; 10% in other cases | Singapore does not withhold tax on dividends, so the caps matter mainly for dividends paid out of China to a Singapore company |
| Interest | 7% if received by a bank or financial institution; 10% in other cases | For example, a PRC parent lending to its Singapore subsidiary |
| Royalties | 10%; for equipment rental, the base is 60% of the gross payment | Technology or brand licences between the two countries |
- Residence. IRAS treats a company as Singapore tax resident when its control and management (strategic decision-making) is exercised in Singapore. Where a company is resident in both countries under their domestic laws, Article 4(3) of the treaty gives residence to the country where its place of effective management is situated.
- Investment holding. IRAS says that foreign-owned investment holding companies with purely passive income are generally not considered Singapore tax resident, unless they meet certain conditions.
- Principal purpose test. Since the Multilateral Instrument took effect for this treaty, Article 27A denies a treaty benefit where obtaining it was one of the principal purposes of an arrangement, unless granting it is in line with the treaty’s object and purpose.
Our guide to claiming DTA benefits explains the certificate of residence process. The treaty text is on the IRAS website.
How long does a Singapore corporate bank account take?
There is no fixed timeline. Opening time depends on the bank, the completeness of your documents and how quickly the bank can verify where the funds and the business come from.
Accounts for companies owned by non-residents usually take longer. The bank may ask to meet directors and signatories, request documents in stages and refer the file to compliance. A clear ownership chart, proof of funds, PRC investment records and evidence of real customers reduce the rounds of questions. Read our article on why corporate bank account applications stall before you apply.
How does a Chinese founder relocate on an Employment Pass?
Most founders who move to Singapore do so on an Employment Pass (EP) sponsored by their own Singapore company. Once in Singapore on a pass, the founder may be able to act as the resident director, subject to checking with MOM.
MOM assesses EP applications in two stages. Stage 1 is the qualifying salary: currently S$5,600 a month, rising with age up to S$10,700 at age 45 and above. For new applications from 1 January 2027, the minimum rises to S$6,000 and up to S$11,500. Stage 2 is the COMPASS points framework, unless exempt. Full details are on MOM’s EP eligibility page.
A new company must show it can fund that salary. Founders with venture backing or innovative technology may consider the EntrePass, for which MOM requires the holder to own at least 30% of the company. Our work pass comparison for founders sets out the choices. Work pass applications are handled by our associated MOM-licensed agency, Little Big Employment Agency.
What are the common mistakes, and what does it cost?
Most problems come from doing things in the wrong order.
- Remitting capital from China before confirming which PRC filings or registrations apply.
- Assuming a nominee director will run the business. A nominee meets the residency rule but does not make strategic decisions for you, so plan where the board will actually meet.
- Holding all board meetings in China yet expecting Singapore tax residence.
- Planning an EP salary that the new company cannot show it can afford.
| Item | Fee |
|---|---|
| ACRA name application | S$15 |
| ACRA company registration | S$300 |
| RCS Incorporation of Company Package | S$450 one time |
| RCS Annual Corporate Package (named secretary, registers, filing reminders) | S$600 a year |
| RCS Registered Office Package | S$200 a year |
| Compliance check (where required) | S$400 for a non-resident individual; S$250 for a non-resident entity |
| Nominee director (if needed) | From S$2,000 a year, plus a S$3,000 refundable deposit |
RCS prices are taken from our packages page. To estimate your total first-year cost, including corporate tax, try the calculators on our free tools page.
Frequently asked questions
Can a Chinese national be the only director of a Singapore company?
Only if that person is ordinarily resident in Singapore. Otherwise the company needs another director who is, such as a local partner or a nominee director.
Do I have to travel to Singapore to incorporate?
No. A CSP can file the registration on Bizfile for you. Expect identity verification, source-of-funds checks and, for remote clients, a video call.
Does Singapore tax dividends paid to a shareholder in China?
Singapore does not withhold tax on dividends. How the dividend is taxed in China is a PRC tax question, so check it with a PRC adviser.
Is the ODI filing my CSP’s responsibility?
No. PRC outbound investment filings and foreign exchange registrations are made in China by the investor, usually with help from a PRC adviser and the remitting bank. Your Singapore CSP may ask to see the results.
Can a Singapore company help me get an Employment Pass?
It can apply for an EP for you as its employee if you meet MOM’s salary and COMPASS criteria. Approval is not automatic.
Need help with this?
Raffles Corporate Services can handle the ACRA filings, compliance documentation and records for you, and where court proceedings or legal advice are needed, we work with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice.
Email: [email protected]
Call, SMS or WhatsApp: +65 8501 7133
Last reviewed: 18 October 2026. The Editorial Team, Raffles Corporate Services.