Sole Proprietorship vs Private Limited Company in Singapore

Staff Writer

September 10, 2024

What’s in the article?

In our numerous interactions with entrepreneurs over the years, one particular question has stood out - which is better between a sole proprietorship and a private limited company?

Although Singapore is flexible enough to accommodate a broad range of corporate structures, it just so happens that business owners overwhelmingly settle for either a sole proprietorship or a Pte Ltd. So much so that the Accounting and Corporate Regulatory Authority (ACRA) is now registering about 140,000 sole proprietorships and 360,000 companies per month.

Their incorporation procedures, however, are very different, and the same applies to the subsequent compliance processes. What you end up choosing here will have a huge impact on not only your administration framework, but also your taxes, statutory processes, and business liabilities.

four business persons bumping each other's fist

What is a Private Limited Company?

A private limited company (or Pte Ltd) is a limited liability corporation where ownership is represented by privately held shares. Shareholders are not personally liable for the company’s debts. To register in Singapore, Pte Ltd requires at least one shareholder, resident director, a corporate secretary, a local office, and at least S$1 in capital. A Pte Ltd must also pay corporate tax at a rate of up to 17%.

Read More: Setting Up a Private Limited Company in Singapore

What is a Sole Proprietorship?

On the other hand, a sole proprietorship is owned and managed by a single individual, and the business is legally the same as the owner, including liabilities and assets. For taxes, sole proprietorship profits are taxed as personal income –which may come at higher rates.

Read More: Advantages and Disadvantages of a Sole Proprietorship

woman writing a graph of future profit projection

Sole Proprietorship vs. Pte Ltd

Factors Private Limited Company Sole Proprietorship
Ease of Setting Up More complex as it will require legal documents related to shareholder or director details. Simple as it will only need your personal details and address.
Ownership Can be owned by multiple shareholders. Owned and operated by one single individual.
Liability Limited liability –owners’ personal assets protected. Unlimited liability –personal assets can be used to cover business debts.
Ease of Obtaining Funds Easier access to funding as banks and investors are more willing to invest due to separate legal status and credibility. Difficult to secure external funding; mainly dependent on personal finances.
Tax Filing Requirements Corporate tax rate up to 17%; can benefit from Start-Up Tax Exemption and other schemes. No corporate tax; taxed as personal income, which may be higher than corporate tax rates.
Capital A minimum capital of S$1 is required. No minimum capital is required.
Decisional Making Decisions made by directors and shareholders. The owner has complete control over decisions.
Business Continuity Exists as a separate legal entity; not dependent on owners’ presence or health. Business dissolves upon the owner's death or incapacitation.
Public Reception Perceived as more credible and professional; larger businesses prefer to deal with companies. Seen as smaller and less formal; may struggle with larger contracts or partnerships
Business Risk Lower personal risk due to limited liability. Higher personal risk as liabilities extend to the owner's personal assets.

Which Favors a Foreigner In Singapore?

By now, you’re probably aware that Singapore is open to hosting foreign-owned corporations. But, one thing you should know is that as a foreigner, your incorporation options are pretty limited.  Foreigners can’t set up a sole proprietorship in Singapore. 

However, ACRA allows you to fully register a Pte Ltd company as a shareholder and director. The only requirement is that your application should include a local resident director. Additionally, Pte Ltd companies can also enjoy more benefits such as tax exemption, government grants, and greater access to external funding and government support schemes.

Where To Start

After choosing between a sole proprietorship and a private limited company (Pte Ltd), you might want to leave the incorporation intricacies to the professionals. WealthBridge can assist you with registration, accounting, payroll management, and tax filing. Contact us today for a free consultation.

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