Doing Business In... 2025 Comparisons

Singapore adopts a common law system, and its sources of law are derived from the Constitution of the Republic of Singapore, legislation, subsidiary legislation and case law. Judicial power is vested in the Supreme Court of Singapore and in such subordinate courts as may be provided by any written law currently in force.

Singapore maintains an open investment regime, in line with its broader economic development strategy designed to attract inbound foreign direct investment (FDI). There is generally no requirement for an investment to be reviewed or approved by any Singapore regulatory authority. However, foreign investments may be restricted in certain key sectors and business activities, such as in the domestic news media and broadcasting sectors.

Domestic News Media Sector

Under the Newspaper and Printing Presses Act 1974 of Singapore (NPPA), unless the Minister approves otherwise:

• all directors of a newspaper company must be Singapore citizens;
• newspaper companies must issue ordinary and management shares, with management shares being issued exclusively to approved Singapore citizens or corporations; and
• no person may acquire more than 5% of the total voting shares in a newspaper company.

Broadcasting Sector

Under the Broadcasting Act 1994 of Singapore (BA), unless the Minister approves otherwise, a company must not be granted or hold a broadcasting licence if:

• a foreign shareholder holds or controls 49% or more of the shares of the company or its holding company; or
• the majority of the persons directing, controlling or managing the broadcasting company or its holding company are appointed by, or accustomed or under an obligation to act according to a foreign investor’s wishes.

Other Activities

Singapore has established targeted financial sanctions regimes in respect of designated individuals, entities and activities.

For example, the Terrorism (Suppression of Financing) Act 2002 of Singapore, with its extra-territorial effect, prohibits acts financing terrorism or terrorist acts.

As a UN member state, Singapore implements UN Security Council resolutions, prohibiting persons in Singapore from dealing with UN-designated individuals and entities. Any related FDI may be sanctioned by the MAS.

The Significant Investments Review Act 2024 of Singapore (SIRA) regulates significant local and foreign investments in designated entities critical to Singapore’s national security interests, requiring, among others, notification or approval for direct and indirect changes in ownership or control.

Foreign investments in Singapore generally do not require approval from any Singapore regulatory authority. However, as outlined above, where approvals are required in certain key sectors and business activities, foreign investors must obtain the approval from the relevant Minister prior to completing the investment. Failure to obtain such approval where required may result in the transaction being rendered void or the relevant licence being suspended or cancelled. In addition, investors may face penalties, including fines and imprisonment.

Singapore regulatory authorities may condition approvals for foreign investments with commitments they deem appropriate. In sectors like media and broadcasting, the grant of licences or approvals may be subject to conditions restricting the disposal or further acquisition of shares or voting power in the company, the exercise of voting power in the company, or the creation or holding of shares in the company or its shareholders.

Pursuant to the NPPA and the BA, investors who feel aggrieved by the authorities’ refusal to grant an approval or licence can appeal to the President or the Minister respectively, whose decisions shall be final. Under the SIRA, an appellant can apply to the Minister for reconsideration of the decision and may further appeal to a Reviewing Tribunal (the chairperson of which shall be a Supreme Court judge) whose decision shall be final. The decision of a Reviewing Tribunal or a Minister under the SIRA cannot be challenged or appealed against in any court, except in relation to questions of procedural non-compliance.

Most Common Types of Corporate Vehicles in Singapore

The most common types of corporate vehicles available in Singapore are:

• sole proprietorships;
• limited liability partnerships (LLPs); and
• private companies limited by shares.

Sole Proprietorships

Sole proprietorships are commonly adopted by small local businesses in Singapore, and are businesses owned and controlled by an individual, a company or an LLP. There are no partners in the business. The main characteristics of a sole proprietorship include:

• no separate legal personality from the business owner; and
• unlimited liability (ie, business owner is personally liable for all debts and losses of the sole proprietorship).

LLPs

LLPs are commonly adopted by professional firms, such as accounting firms and law firms. They offer the flexibility of operating as a partnership while having a separate legal personality. The main characteristics of LLPs include:

• separate legal personality;
• limited liability for partners;
• a minimum of two partners, which can be an individual, a local company, a foreign company or another LLP; and
• no maximum limit to the number of partners.

Private Companies

Private companies are the most commonly adopted type of corporate vehicle in Singapore, whether for purposes of a joint venture or to operate as a holding company or a subsidiary of a local or foreign entity. The main characteristics of private companies include:

• separate legal personality;
• limited liability for shareholders;
• a minimum issued share capital of SGD1;
• a minimum of one shareholder;
• a maximum of 50 shareholders for private companies limited by shares, which can be an individual, a local company, a foreign company or an LLP; and
• a maximum of 20 shareholders for exempt private companies (which shall not be corporations).

Applications for incorporation of a Singapore company are submitted online via the online business registration and filing portal (Bizfile) of the Accounting and Corporate Regulatory Authority of Singapore (ACRA). The main steps and timing of incorporation are set out below.

Step 1: Choosing and Reserving Business Name

The company name should not be identical to an existing name nor contain prohibited or undesirable words, and the name application should be submitted via Bizfile. Once approved, the name is reserved for 120 days.

Step 2: Preparing Incorporation Documents and Information

The incorporation documents and information include:

• constitution;
• consent to act as director(s);
• consent to act as company secretary; and
• particulars of directors, shareholders, share capital, registered office, financial year end.

Step 3: Submitting Application to ACRA via Bizfile

The processing time for approving the incorporation application may take a few days or up to two months, depending on whether the application needs to be referred to another agency for approval or review. When the incorporation application has been approved, ACRA will send an email to the appointed officers (eg, the directors, shareholders and company secretary) for their endorsements, which have to be completed within 60 days, failing which the application will lapse. A unique entity number will be generated, and ACRA will issue a notice of incorporation, upon the successful incorporation of the company.

Private companies incorporated in Singapore are subject to certain reporting and disclosure obligations, which include the following.

• Alteration of constitution – Singapore-incorporated private companies must, within 14 days after passing any resolution altering their constitution, lodge with ACRA such resolution together with a copy of the altered constitution.
• Changes to management – Singapore-incorporated private companies must update ACRA within 14 days after any change in the appointment of any director, chief executive officer, secretary or auditor and any information required to be contained in the registers of directors, chief executive officers, secretaries and auditors as set out in the Companies Act 1967 of Singapore (CA).
• Filing of annual returns – Singapore-incorporated private companies must lodge their annual returns with ACRA after their annual general meetings, within seven months after the end of the financial year (or, in the case of a Singapore-incorporate private company with a branch register outside Singapore, within eight months after the end of its financial year).
• Reporting of beneficial ownership – unless otherwise exempted, all Singapore-incorporated private companies incorporated on or after 16 June 2025 are required to set up their Registers of Registrable Controllers and lodge the same information with ACRA on the date of their incorporation. Registrable controllers are persons who (i) have an interest in more than 25% of shares in the company; (ii) hold more than 25% of the total voting power in the company; or (iii) can exercise significant influence or control over the company.

Sole Proprietorship

A sole proprietorship is managed by one legal person with control over all decision-making.

LLPs

An LLP is typically partner-managed unless otherwise specified in the partnership agreement, and every partner of an LLP is the agent of the LLP. Every LLP must also have at least one manager who is an individual, who is locally resident in Singapore and concerned in or takes part in the management of the LLP.

Private Company

Save for matters which would require the approval of the shareholders pursuant to the CA or the constitution of the company, a private company’s business is generally managed by, or under the direction or supervision of, the directors of the company.

Directors are generally subject to both statutory duties and common law duties.

Statutory Duties

A director’s statutory duties under the CA include:

• a duty to act honestly and use reasonable diligence in the discharge of their director’s duties;
• a duty to disclose their interest in transactions or proposed transactions with the company;
• a duty to disclose potential conflicts of duty or interest due to the director’s offices and property;
• a duty to maintain accounting records of the company; and
• a duty to disclose particulars relating to shares, debentures, participatory interests, rights, options and contracts, as are necessary to maintain the register of directors’ shareholdings.

Common Law Duties

Apart from statutory duties, a director is also subject to common law duties, such as:

• a duty to act honestly and in the best interests of the company;
• a duty of care, skill and diligence;
• a duty to act for proper purposes; and
• a duty to avoid conflicts of interest.

Liability of Shareholders

Generally, the shareholders of a Singapore private company are only liable for the company’s debts and obligations to the extent of their capital contributions. However, in exceptional cases (such as where the company is used fraudulently as a front or to commit a fraud, or is in fact carrying on the business of its controller), the Singapore courts have disregarded the separate legal personality of the company and held the shareholders liable for the company’s actions or debts.

Employment Legislation

In Singapore, the primary legislation governing the employment relationship is the Employment Act 1968 of Singapore (EA). The EA applies to most employees (except for seafarers, domestic workers, statutory board employees and civil servants) working under a contract of service with an employer. Other employment-related legislation includes:

• Child Development Co-Savings Act 2001 of Singapore;
• Employment of Foreign Manpower Act 1990 of Singapore;
• Retirement and Re-employment Act 1993 of Singapore;
• Work Injury Compensation Act 2019 of Singapore;
• Workplace Safety and Health Act 2006 of Singapore; and
• Workplace Fairness Act 2025 of Singapore.

Case Law

As a common law jurisdiction, Singapore also relies on case law to interpret provisions in employment legislation.

Guidelines, Advisories and Tripartism

A unique feature of Singapore’s employment landscape is tripartism, which refers to the unique collaborative approach adopted by unions, employers and the government to overcome employment-related challenges. The tripartite partners in Singapore are the Ministry of Manpower of Singapore (MOM), the National Trades Union Congress and the Singapore National Employers Federation.

The MOM, together with the other tripartite partners, has issued several guidelines and advisories to supplement the law. While these guidelines and advisories are generally non-binding, the MOM may take action against employers for non-compliance.

Collective Bargaining Agreement

Under the Industrial Relations Act 1960 of Singapore (IRA), a registered trade union recognised by an employer may enter into a collective bargaining process to negotiate a collective agreement. This collective agreement establishes terms of employment which go beyond what is provided for under the EA, and the duration of a collective agreement (which has to be specified) shall not be less than two years or more than three years. For a collective agreement to be enforceable, it must be certified by the Industrial Arbitration Court.

Employment Agreement

The employment agreement serves as the principal document governing the relationship between the employer and employee, and sets out the mutually agreed terms and conditions between them.

The EA defines contracts of service as any agreement, whether written or oral, express or implied, whereby one person agrees to employ another as an employee and that other agrees to serve the employer as an employee and includes an apprenticeship contract or agreement. As such, while it is customary for employment contracts to be in writing, an employment contract concluded verbally is valid and legally binding if the fundamental elements of a contract are satisfied. The duration of an employment contract is not regulated in Singapore.

An employment contract shall not contain terms that are less favourable to the employee than those prescribed by the EA, and any such term is illegal and void to the extent that it is less favourable. The employer is however not restricted from granting more favourable conditions of service to the employee.

Employers are also required under the EA to give their employees a written record of the key employment terms (KETs) of the employee not later than 14 days from the start of employment. The KETs include the following:

• full name of employer;
• full name of employee;
• job title, main duties and responsibilities;
• start date of employment;
• duration of employment (if employee is on a fixed-term contract);
• working arrangements (eg, daily working hours, number of working days per week and rest days);
• salary period;
• basic salary;
• fixed allowances;
• fixed deductions;
• overtime payment period (if different from salary period);
• overtime rate of pay;
• other salary-related components (eg, bonus and incentives);
• types of leave (eg, annual leave, outpatient sick leave, hospitalisation leave, maternity leave and childcare leave);
• other medical benefits (eg, insurance, medical benefits and dental benefits);
• probation period;
• notice period; and
• (optional) place of work (encouraged if work location is different from the employer’s address).

In Singapore, an employee’s hours of work are only regulated if they are covered under Part 4 of the EA (ie, either a workman earning a basic monthly salary of SGD4,500 or less, or an employee who is not a workman or a person employed in a managerial or an executive position earning a basic monthly salary of SGD2,600 or less).

Under the EA, subject to certain exceptions, such protected employees may not work for more than six consecutive hours without a break, or eight hours a day, or more than 44 hours a week. Where a protected employee is required to work beyond these limits, the protected employee is entitled to overtime pay of at least 1.5 times the protected employee’s hourly basic rate of pay. However, a protected employee must not be permitted to work overtime for more than 72 hours a month.

In Singapore, an employment contract can be terminated both at will and for cause.

Expiry of Fixed-Term Employment Contract

Where an employment contract is for a fixed term, the employment relationship will automatically terminate upon the expiry of that term, unless parties expressly agree to a renewal or extension before the end date.

Termination with Notice or Salary in Lieu of Notice

Either the employer or the employee may at any time terminate an employment relationship by giving the other party notice of their intention to terminate the employment. The length of the notice period must be the same for both the employer and the employee, and is usually provided for in the employment contract. If no such length of notice is provided, the length of the notice period is to be calculated in accordance with the EA. Alternatively, an employment relationship may be terminated without notice by paying the other party a sum equal to the salary at a gross rate of pay which would have accrued to the employee during the period of the notice.

Termination for Cause

Under the EA, an employer may, after due inquiry, dismiss an employee without notice on the grounds of misconduct inconsistent with the fulfilment of the express or implied conditions of the employee’s service. The Tripartite Guidelines on Wrongful Dismissal provides non-exhaustive examples of misconduct, which include theft, dishonest or disorderly conduct at work, insubordination, and bringing the organisation into disrepute.

While there is no prescribed procedure for an inquiry, the following serves as a general guide:

• the employee should be told of their alleged misconduct;
• the employee should have the opportunity to present their case; and
• the person hearing the inquiry should not be in a position which may suggest bias.

Apart from the terms of the EA, the employment contract can also set out circumstances under which the employer may terminate the employee’s employment for cause.

Wilful Breach

Pursuant to the EA, either the employer or the employee may terminate an employment relationship without notice, in the event of any wilful breach by the other party of a condition in the employment contract.

Redundancies

Employers may also dismiss an employee with notice on the grounds of redundancy. Employers with at least ten employees who have retrenched any employee have an obligation to submit a Mandatory Retrenchment Notification to MOM. Employers must notify their employees of their retrenchment according to their terms for termination in their employment contract. Retrenchment benefits, while recommended under the tripartite guidelines, are not mandated under the EA. That said, the MOM has stated that the prevailing norm is to pay a retrenchment benefit of between two weeks to one month salary per year of service, depending on the employer’s financial position and the industry.

In Singapore, trade unions serve as the representative bodies for employees. However, a trade union can represent its members in collective bargaining only after being formally recognised by the employer in accordance with the IRA. Once recognition is granted, the trade union then becomes the sole negotiating body for the employees it represents and collectively negotiates with the employer on matters relating to employment terms and benefits.

From 1 January 2025, platform workers, such as ride-hail or delivery workers, received enhanced representation and protection under the Platform Workers Act 2024 of Singapore (PWA). Under the PWA, platform work associations function as the representative bodies for platform workers. Much like trade unions, these associations must first obtain formal recognition from the relevant platform operator before they can represent their platform worker members. Upon recognition, they may engage in negotiations with the platform operators on work-related issues.

Income Tax

Employees employed in Singapore will be subject to a personal income tax on their salaries, bonuses, director’s fees, various benefits-in-kind and certain gains from employee share plans. Employees who are Singapore tax residents are subject to progressive tax rates of up to 24%. Non-resident employees are subject to the higher of 15% or the relevant tax rate applicable to residents.

Social Security (Central Provident Fund – CPF)

Employees who are Singapore citizens and permanent residents (from the third year of obtaining permanent residency) must contribute 20% of their monthly salaries to CPF, while their employers must contribute 17%. The CPF contribution ceiling is SGD7,400 (although this will be raised to SGD8,000 from 2026). The CPF contribution rates gradually decrease for employees aged 56 and above, down to the lowest rate of 5% for employees above the age of 70 and 7.5% for their employers. Different rates apply to Permanent Residents in the first two years after obtaining permanent residency.

Skills Development Levy (SDL)

All employers must pay SDL for all employees (including foreigners), at rates of 0.25% of their monthly salaries, with a minimum payable of SGD2 and maximum SGD11.25 per employee per month.

Foreign Worker Levy (FWL)

Employers hiring foreign workers (non-Singapore citizens/non-permanent residents) must pay FWL. Rates vary according to the applicable quota by industry and classification of worker immigration status, and the qualifications of the workers hired.

Corporate Income Tax

Companies are subject to corporate income tax of 17% on their Singapore-sourced income and foreign-sourced income received in Singapore. Certain tax rebates and exemptions may be available based on the company’s tax residence. A company is regarded as tax resident in Singapore if its control and management (eg, place where strategic decisions are made by the board) are exercised in Singapore.

Goods and Services Tax (equivalent of Value Added Tax)

The Goods and Services Tax (GST) in Singapore is a consumption tax applied to most goods and services supplied within Singapore by GST-registered businesses as part of their business activities. GST also applies to goods imported into Singapore, although certain exemptions are in place. Exports of goods and a range of international services are subject to a zero GST rate.

Several categories are exempt from GST, including specific financial services, digital payment tokens, the sale and lease of residential properties, and the importation or supply of investment precious metals.

A business must register for GST if its taxable turnover exceeds SGD1 million in the preceding calendar year, or is expected to exceed this amount in the following 12 months.

Businesses that: (i) have an annual global turnover of over SGD1 million; and (ii) make supplies of remote services or low-value goods to non-GST registered customers in Singapore over an annual threshold of SGD100,000 may also be required to register for GST purposes.

Businesses that procure certain services or low-value goods from overseas suppliers may be liable to register if the value of such goods and services exceeds SGD1 million in a 12-month period. 

OECD Pillar II

Singapore has implemented Pillar II of the OECD’s Two-Pillar Solution through the enactment of the Multinational Enterprise (Minimum Tax) Act 2024 of Singapore (the “MMT Act”). The MMT Act gives effect to the Global Anti-Base Erosion (GloBE) Rules, which include the Income Inclusion Rule (IIR) and the Undertaxed Profits Rule (UTPR). These rules aim to ensure that large multinational enterprise (MNE) groups pay a minimum level of tax in each jurisdiction where they operate, by imposing top-up taxes where the effective tax rate falls below the global minimum of 15%.

To this end, Singapore has introduced a domestic minimum top-up tax known as the Domestic Top-up Tax (DTT). Section 27(1) of Part 3 of the MMT Act provides that the DTT is intended to qualify as a “qualified domestic minimum top-up tax” (QDMTT) within the meaning of the GloBE Rules. Accordingly, Singapore aims to satisfy the requirements for the QDMTT Safe Harbour.

Withholding Tax

Singapore’s withholding tax regime ensures that income earned from Singapore by non-resident individuals and entities is appropriately taxed. When certain types of payments are made to non-residents, the payer is generally required to withhold a portion of the payment and remit it to the Inland Revenue Authority of Singapore, thereby facilitating tax collection.

Key payments subject to withholding tax include:

• interest, commission and fees on loans or indebtedness – typically taxed at 15%;
• royalties and lump-sum payments for the use of movable property (eg, intellectual property (IP)) – generally taxed at 10%;
• rent for movable property – subject to 15% withholding tax;
• director’s fees paid to non-resident directors of Singapore companies – taxed at 24%;
• technical service, management and assistance fees – generally taxed at the prevailing corporate income tax rate;
• payments to non-resident professionals (eg, consultants, trainers) – usually taxed at 15% on gross income;
• payments to public entertainers (eg, musicians, athletes) – also taxed at 15%; and
• distributions from Singapore-listed REITs to non-resident non-individuals – typically taxed at 10%.

These rates may be reduced or waived under an Avoidance of Double Taxation Agreement (DTA) between Singapore and the payee’s country of residence. Singapore does not withhold tax on dividends paid by Singapore tax resident companies.

Section 13O/U Tax Incentive Schemes

Singapore offers two major tax exemption schemes for funds: Section 13O (Onshore Fund Tax Incentive) and Section 13U (Enhanced-Tier Fund Tax Incentive), both designed to foster fund management activities and attract investment to Singapore. The Section 13O scheme benefits Singapore-incorporated and tax resident (onshore) fund vehicles, while the Section 13U Scheme benefits both onshore and offshore fund vehicles, accommodating a wider range of fund structures. The primary benefit is tax exemption on “specified income” from “designated investments” (such as stocks, bonds, financial instruments) provided the funds satisfy certain criteria, such as a minimum asset under management (AUM), local business spending requirement and hiring requirements for investment professionals.

Development and Expansion Incentive (DEI)

The DEI supports companies involved in initiating or expanding high-value operations in Singapore. Approved projects may enjoy reduced tax rates of 5%, 10% or 15% for an initial period of up to ten years. Depending on the project’s nature and impact, the total tax relief period can stretch to a maximum of 40 years.

Refundable Investment Credit (RIC)

The RIC aims to attract substantial, high-impact investments in strategic and emerging sectors. Qualifying companies may receive up to 50% investment credit on eligible expenditures over a qualifying period of up to ten years. This credit is refundable – unutilised credits will be returned in cash within four years, once the company fulfils the necessary conditions. The RIC has been designed in alignment with the OECD’s GloBE Rules for qualified refundable tax credits.

Enterprise Innovation Scheme (EIS)

For the Years of Assessment (YAs) 2024 to 2028, businesses that undertake specified innovation-related activities in Singapore can benefit from enhanced tax deductions of up to 400% on qualifying expenditure. The eligible activities and their respective expenditure caps are as follows:

• research and development (R&D) activities conducted locally – up to SGD400,000 of qualifying expenditure;
• IP registration – capped at SGD400,000 of qualifying expenditure;
• IP acquisition or licensing, available only to businesses with annual revenue below SGD500 million – subject to a SGD400,000 cap;
• employee training programmes – capped at SGD400,000 of qualifying expenses; and
• innovation collaborations with Polytechnics, the Institute of Technical Education (ITE), or approved partners – limited to SGD50,000.

As an alternative to the enhanced deduction, eligible businesses may choose to receive a cash payout. This cash benefit is calculated at 20% of total qualifying expenditure, up to a maximum of SGD100,000, resulting in a maximum of SGD20,000 payout per YA. This payout is non-taxable.

Financial Sector Incentive (FSI) Scheme

The FSI scheme supports a wide array of financial institutions, including those involved in capital markets, fund management and financial services operations. Institutions expanding their Singapore presence and meeting set criteria may qualify for reduced tax rates on specified income.

Income derived from key financial activities – such as bond, derivatives and equity market services, as well as syndicated lending – may be taxed at concessionary rates. As of 1 January 2024, new and renewed FSI awards may qualify for 10% or 13.5% tax rates. A new 15% tax rate tier was introduced effective 19 February 2025. Additionally, newly listed fund managers on Singapore’s stock exchange can access a 5% concessionary tax rate. Income from funds heavily invested in Singapore-listed equities may also qualify for tax exemption.

Intellectual Property Development Incentive (IDI)

The IDI is intended to promote the use and commercialisation of IP rights arising from R&D activities. Approved companies can benefit from reduced tax rates of 5%, 10% or 15%, applied to a portion of qualifying income derived from the commercialisation of specified IP assets.

Tax consolidation is not available in Singapore. Nonetheless, Singapore offers a group relief framework that permits the transfer of unutilised current-year losses, capital allowances and approved donations between related companies, subject to specific conditions.

Briefly, to qualify for group relief, two Singapore-incorporated companies are generally regarded as part of the same group if either:

• one company beneficially owns, whether directly or indirectly, at least 75% of the ordinary shares of the other; or
• a third Singapore company beneficially owns at least 75% of the ordinary shares in both companies, directly or indirectly.

The entities that are applying for group relief must also have the same financial year end.

There are no thin capitalisation rules in Singapore.

Transfer pricing rules are applicable in Singapore. Singapore applies the internationally recognised arm’s length principle to all related-party transactions, where transactions between related parties (such as subsidiaries, parent companies or commonly controlled companies) must be conducted at prices that would have been agreed upon by independent, unrelated parties. Non-compliance may result in transfer pricing adjustments being made by the tax authorities and surcharges of 5% on the amount of the adjustment being imposed.

From the YA 2019, Singapore mandates the preparation of contemporaneous transfer pricing documentation (TPD) for companies which either had gross revenue exceeding SGD10 million for the basis period in question, or were required to prepare TPD for the immediately preceding basis period. This documentation must include a functional analysis and the transfer pricing analysis of the transactions that the taxpayer has undertaken. It must be completed by the tax filing deadline and submitted to the tax authorities, within 30 days upon request. The TPD must also be retained for at least five years from the end of the basis period in question. Non-compliance may result in penalties including fines up to SGD10,000.

Most of Singapore’s tax legislation includes rules to combat tax evasion. Criminal sanctions are imposed based on the severity of each case and persons convicted can, in serious cases, be liable for fines of up to four times the tax undercharged, and terms of imprisonment stretching to several years.

Singapore has also enacted general anti-avoidance provisions in most of its tax legislation. Broadly, these provisions give the tax authorities the power to disregard or vary arrangements that are deemed to be tax avoidance. These are defined as arrangements that have the direct or indirect purpose or effect of:

• altering the incidence of any tax that is payable by or that would otherwise have been payable by any person;
• relieving any person from any liability to pay tax or to file tax returns; or
• reducing or avoiding any tax liability imposed or which otherwise would have been imposed on any person.

Transactions that are carried out for bona fide commercial reasons and that do not have as one of their main purposes the avoidance or reduction of tax may be able to avail themselves of a statutory exemption.

Singapore is largely an open economy, with tariffs being applied to a small number of goods – mainly alcohol, vehicles, fuel and tobacco – for public health and environmental concerns, rather than protectionism. Singapore’s trade policy is aligned with an open economy and free port model.

Mergers Restrictions in Singapore

The merger control regime in Singapore is set out in the Competition Act 2004 of Singapore (Competition Act), and the Competition and Consumer Commission of Singapore (CCCS) is the regulatory body governing merger control regimes.

Generally, unless otherwise exempted or excluded, Singapore prohibits mergers that have resulted, or may be expected to result, in a substantial lessening of competition within any market in Singapore for goods or services (the “Merger Restrictions”).

A merger is deemed to occur where:

• two or more previously independent undertakings merge;
• one or more persons or undertakings acquire direct or indirect control of the whole or part of other undertakings; or
• the acquisition by a first undertaking of the assets of the second undertaking places the first undertaking in a position to replace or substantially replace the second undertaking in the business in which the second undertaking was engaged immediately before the acquisition.

The Merger Restrictions apply even if any party to a merger or anticipated merger is outside Singapore or any other matter arising out of such merger is outside Singapore. Accordingly, the merger control regime applies to FDI.

Voluntary Notification Regime

It is not mandatory to notify the CCCS of any merger, whether before or after its implementation. It is possible to make the investment first before notifying the CCCS of the merger. However, there is a risk that the CCCS may commence investigations if there are reasonable grounds for suspecting that a merger has infringed or that an anticipated merger, if carried into effect, will infringe the Merger Restrictions.

Self-Assessment

If the merger is not excluded or exempted under the Competition Act, parties should perform a self-assessment to determine whether the Merger Restrictions may be infringed. The CCCS should be notified if the merged undertaking has a market share of at least 40%, or the post-merger combined market share of the three largest firms are at least 70% and the merged undertaking has a market share of between 20% and 40%.

Notification

Parties can apply to the CCCS for a formal decision if they consider that the Merger Restrictions may be infringed.

Review

The review of applications to the CCCS for a decision on the merger or anticipated merger is conducted in two phases. The CCCS will first conduct a preliminary assessment (Phase 1 review) based on the information collected during the Phase I review period. This is expected to take around 30 working days, and the merger will be cleared at Phase I if the CCCS is able to reach a favourable decision. A Phase II review is triggered if the CCCS is unable to conclude, during the Phase I review period, that the merger does not raise competition concerns. The CCCS will request additional information before conducting a more detailed assessment, which is expected to be completed in 120 working days.

Unless exempted or excluded under the Competition Act, Singapore generally prohibits agreements between undertakings, decisions by associations of undertakings and concerted practices which have as their object or effect the prevention, restriction or distortion of competition within Singapore – ie, if they:

• directly or indirectly fix purchase or selling prices or any other trading conditions;
• limit or control production, markets, technical development or investment;
• share markets or sources of supply;
• apply dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvantage; or
• make the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of such contracts.

If the above-mentioned agreements have as their object or effect preventing, restricting or distorting competition within Singapore, unless exempted or excluded, they are still prohibited even if:

• such agreements have been entered into outside Singapore;
• any party to such agreements is outside Singapore; or
• any other matter, practice or action arising out of such agreements is outside Singapore.

Unless excluded, Singapore generally prohibits any conduct which amounts to the abuse of a dominant position (whether the dominant position is within Singapore or elsewhere) in any market in Singapore. The following conduct may constitute such abuse if it consists of:

• predatory behaviour towards competitors;
• limiting production, markets or technical development to the prejudice of consumers;
• applying dissimilar conditions to equivalent transactions with other trading parties, thereby placing them at a competitive disadvantage; or
• making the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of the contracts.

For the avoidance of doubt, such abuse is still prohibited if it infringes the Competition Act, even if:

• any undertaking abusing the dominant position is outside Singapore; or
• any other matter, practice or action arising out of such dominant position is outside Singapore.

Definition

A patent is a right that is granted for an invention which can take the form of a new product, process or technical improvement to existing technology. Section 13 of the Singapore Patents Act 1994 (2020 Rev Ed) of Singapore (Patents Act) defines a patentable invention as, subject to other requirements, one that is new, involves an inventive step and is capable of industrial application.

Length of Protection

Protection generally lasts for 20 years from the date of filing the patent application.

Registration Process

To register a patent, the inventor must apply for and obtain a grant of patent for the invention. A patent application requires the submission of highly technical documents known as “specifications” and “claims”.

The main stages in the patent application process are:

• filing the application for a patent with the Registry of Patents at the Intellectual Property Office of Singapore;
• a preliminary examination of the application;
• publication if basic requirements are satisfied;
• search and examination process;
• receive notice of eligibility for grant;
• filing for issuance of Certificate of Grant; and
• receipt of Certificate of Grant.

Enforcement

Pursuant to Section 67(1) of the Patents Act, civil infringement proceedings may be brought by the proprietor of a patent in respect of any act alleged to infringe the patent. An exclusive licensee also has standing to commence infringement proceedings.

Remedies

Pursuant to Sections 67(1)(a)–(e) of the Patents Act, remedies for patent infringement include:

• an injunction;
• an order for the delivery up or destruction of any infringed patented product;
• damages;
• an account of profits; and
• a declaration that the patent is valid and has been infringed.

Definition

According to Singapore’s Trade Marks Act 1998 (2020 Rev Ed) of Singapore (TMA), a trade mark is any sign capable of being represented graphically and which is capable of distinguishing goods or services dealt with or provided in the course of trade by a person from goods or services so dealt with or provided by any other person.

Length of Protection

The protection granted to a trade mark registration is for an initial period of ten years, and can last indefinitely if the registration is renewed every ten years.

Registration Process

The main stages of the registration process are as follows.

• Stage 1 – the applicant will need to file an application form (Form TM4) and pay the prescribed fee. Form TM4 will need to include a number of things, such as:
1. the name and address of the applicant;
2. a clear graphical representation of the mark;
3. a list of goods and/or services sought for registration, classified according to the International Classification of Goods and Services; and
4. a declaration of use or intent to use of the trade mark.
• Stage 2 – receipt of a filing receipt and filing date.
• Stage 3 – examination will be conducted on the application (registrability checks, correspondence with Trade Mark Registry to address any objections from the Registry).
• Stage 4 – application is published and open for public opposition (if any).
• Stage 5 – if no opposition is received or any opposition is unsuccessful, the Registry issues a registration certificate.

Enforcement

Pursuant to Section 31(1) of the TMA, infringement proceedings may be brought by the proprietor of a registered trade mark. An exclusive licensee also has standing to commence infringement proceedings.

Remedies

Pursuant to Sections 31(2) and 31(5) of the TMA, the types of relief that the court may grant for trade mark infringement include:

• an injunction;
• damages;
• an account of profits; and
• statutory damages.

Definition

A “design” is defined in the Registered Designs Act 2000 (2020 Rev Ed) of Singapore (RDA) as features of shape, configuration, colours, pattern or ornament applied to an article or non-physical product that gives that article or non-physical product its appearance, with certain exceptions listed in Section 2(1).

Length of Protection

A registered design will be protected for an initial term of five years from the date of registration. The registration is subsequently renewable every five years, up to a maximum term of 15 years.

Registration Process

To register a design, an application must be filed with the Registrar of Designs containing a request for the registration of a design, the name and address of the applicant and a clear representation (up to a maximum of ten representations) of the design.

It is possible to register up to 50 designs in an application if the designs fall within the same class or (if they fall within more than one class) all of the same classes. Each design will be treated as a separate application.

If the application passes the formalities examination, the design will be registered.

Enforcement

Border enforcement measures for registered designs are provided for in the RDA. These include seizure of goods on request and powers of inspection.

The registered owner or exclusive licensee of the registered design also has the right to commence infringement proceedings in the General Division of the High Court pursuant to Part 3, Division 3 of the RDA.

Remedies

Pursuant to Sections 36(2), 40 and 41 of the RDA, the following reliefs are available in an infringement action:

• an injunction;
• damages or an account of profits; and
• an order for delivery up and/or order for disposal of any infringing article, thing or device.

Definition

Copyright protects expressions fixed in tangible mediums. Ideas, in an of themselves, cannot be protected.

Length of Protection

The duration of protection depends on the type of work. The below covers the more common works.

For authorial works (defined as a literary, dramatic, musical or an artistic work):

• that are published or made available to the public, 70 years after the death of the author or if no identifiable author, 70 years after the work is first published or made available; and
• that are unpublished or not made available to the public, 70 years after the death of the author or if no identifiable author, 70 years after the work is made.

For sound recordings:

• that are published within 50 years of being made, 70 years after the recording is first published; and
• that are published after 50 years of being made or unpublished, 70 years after the recording is made.

For films:

• that are published or made available to the public, 70 years after the film is first published or made available; and
• that are unpublished or not made available to the public, 70 years after the film is made.

Registration Process

Copyright protection is automatically conferred if the requirements are met and there is no need for registration.

Enforcement

Border enforcement measures against infringing goods are provided for in Part 6, Division 3 of the Copyright Act 2021 (2020 Rev Ed) of Singapore (Copyright Act) such as the seizure, detention and inspection of infringing goods.

The copyright owner or exclusive licensee also has the right to commence an action for copyright infringement in the General Division of the High Court pursuant to Part 3, Division 9 of the Copyright Act.

Remedies

Pursuant to Part 6 of the Copyright Act, the following relief is available in an infringement action:

• an injunction;
• damages;
• an account of profits;
• statutory damages; and
• an order for delivery up and/or order for disposal of infringing copies.

Where an online location is being used to commit flagrant copyright infringement, an application may be made to the court under Section 325 of the Copyright Act to order an access disabling order against the network connection provider whose services are being used to access the online location.

Software

Software is primarily protected by copyright law. Copyright in Singapore subsists in original software text and code, which may be considered a literary work under Section 13(1) of the Copyright Act. Such a literary work may have its copyright infringed if (i) a person does in Singapore, or authorises the doing in Singapore of, any act comprised in the copyright; and (ii) the person neither owns the copyright nor has the licence of the copyright owner.

Databases

Singapore does not have a separate, sui generis database right. Instead, databases are potentially protected by copyright law if the database is original, meaning that the selection or arrangement of its contents constitutes the author’s own intellectual creation, as required under Section 14(a) of the Copyright Act.

Trade Secrets

Trade secrets in Singapore are protected primarily under the common law doctrine of confidence. Practically, the protection of trade secrets may also be supported by contract law (such as non-disclosure agreements), as well as applicable statutes like the Computer Misuse Act 1993 of Singapore which criminalises unauthorised access to confidential information. Trade secrets can potentially cover commercially sensitive and confidential information such as industrial processes, and breaches can be enforced through civil remedies including injunctions and damages.

The Personal Data Protection Act 2012 of Singapore (PDPA) (together with its subsidiary legislation, including the Personal Data Protection Regulations 2014) establishes general data protection and data privacy laws, and regulates the collection, use, disclosure and processing of personal data in Singapore.

The PDPA applies to organisations which collect, use or disclose personal data within Singapore. The definition of “organisation” under the PDPA is broad and includes any individual, company, association, or body of persons, corporate or unincorporated, whether or not formed or recognised under the law of Singapore, or resident or having an office or place of business in Singapore. Accordingly, the PDPA has an extra-territorial scope that could extend to a foreign investor in its home jurisdiction.

The Personal Data Protection Commission (PDPC) is established under the PDPA for the purpose of administering and enforcing the PDPA. The PDPC is responsible for:

• implementing policies related to personal data protection and developing advisory guidelines to help organisations understand and comply with the PDPA;
• reviewing organisations’ data protection practices; and
• issuing decisions or directives for compliance where necessary.

The PDPC has a wide discretion to issue remedial directions as it thinks fit, including requiring an organisation to stop collecting and using personal data in contravention of the PDPA, and to destroy personal data collected in contravention of the PDPA. The PDPC may also require an organisation to pay a financial penalty of up to 10% of the annual turnover in Singapore of the organisation (if such annual turnover exceeds SGD10 million) or SGD1 million, with the maximum amount varying depending on factors such as the provision of the PDPA that is contravened.

In respect of workplace protection, the Workplace Fairness Bill was passed in Parliament on 8 January 2025 and is expected to come into operation in the foreseeable future. The bill seeks to protect the fairness of the workplace and offer employee protection by, amongst others, prohibiting employers from making employment decisions based on any protected characteristics. It is expected that the enactment and operation of the bill in the future will make Singapore a more inclusive country for job seekers and employees seeking to grow in the market.

Singapore is also likely to continue to strengthen its anti-money laundering regime. This ongoing commitment aims to prevent the misuse of corporate structures, particularly addressing the risks associated with the use of nominee directors, which have increased vulnerabilities to money laundering activities and other illicit financial schemes. In this regard, the Ministry of Finance (MOF) and ACRA are proposing to make amendments to the CA to provide that a person who is convicted of certain money-laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore shall be disqualified from acting as a director. The proposed amendment is intended to strengthen Singapore’s anti-money laundering regime by introducing a new ground of disqualification for persons convicted of money laundering offences (given that such convictions ought to render such a person disqualified from acting as a director).