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Incorporate a Company in Singapore from Thailand
Singapore remains one of the most stable and legally advanced jurisdictions in Asia for international entrepreneurs. Incorporate a company in Singapore has attracted more and more business people in Thailand who are looking for a solid corporate base, convenient access to banking facilities, and an established tax regime consistent with international norms.
The corporate framework in Singapore is regulated by the Companies Act (Cap. 50) and governed by ACRA (Accounting & Corporate Regulatory Authority). The jurisdiction offers political stability, transparent regulation, strong investor protection, and one of the most respected financial systems in the world. In addition, Singapore maintains an extensive treaty network, including a Double Tax Agreement with Thailand, which makes structuring even more efficient for Thai-based founders.
For residents of Thailand, and in particular those holding long-stay visas such as the DTV, offshore incorporation is legally permitted if structured properly. However, running a Singapore company while resident in Thailand creates cross-border tax and compliance issues that you’ll need to consider from day one.
This guide explains how to incorporate a company in Singapore from Thailand, the legal framework, tax treatment, banking procedures, Thai tax implications, and how to remain compliant in 2026.
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Table of Contents
Legal Framework to Incorporate a Company in Singapore from Thailand
Singapore company law is governed by the Companies Act (Cap. 50).
To incorporate a company in Singapore, the law requires:
- At least one shareholder
- At least one local resident director
- A Singapore-registered address
- A company secretary appointed within 6 months
- Issued share capital (minimum SGD 1)
Foreign entrepreneurs cannot directly act as sole directors unless they appoint a nominee resident director in Singapore. This requirement is strictly enforced under Section 145 of the Companies Act.
Companies are incorporated through ACRA via the BizFile+ portal.
Why entrepreneurs living in Thailand choose to incorporate a company in Singapore
Entrepreneurs in Thailand increasingly choose to incorporate a company in Singapore because Singapore offers:
- Strong international reputation
- Reliable legal system based on English common law
- Extensive tax treaty network (including Thailand)
- Corporate tax capped at 17% with exemptions
- No tax on foreign-sourced dividends under conditions
- World-class banking and fintech ecosystem
- Ease of international payments and credibility with clients
Singapore is perceived globally as a “clean” jurisdiction, which reduces compliance friction compared to many offshore locations.
Who can incorporate a Company in Singapore while residing in Thailand
Singapore corporate law expressly allows foreign individuals and entities to incorporate a company in Singapore, but imposes mandatory local governance requirements under the Companies Act (Cap. 50).
Shareholders — No Nationality Restriction
Under Section 18(1) of the Companies Act, a company may be formed by one or more persons subscribing to its constitution. The Act imposes no residency or nationality restriction on shareholders. As a result, Thai residents may legally hold 100% ownership of a company incorporated in Singapore.
Directors — Mandatory Local Resident Director
Pursuant to Section 145(1) of the Companies Act, every Singapore company must appoint at least one director who is ordinarily resident in Singapore.
The law defines a resident director as:
- Singapore Citizen
- Singapore Permanent Resident
- EntrePass holder
- Employment Pass holder with local address
Foreign founders residing in Thailand therefore, cannot act as sole directors and must appoint a nominee resident director to incorporate a company in Singapore in compliance with statutory law.
Failure to comply constitutes an offence under the Act and may result in penalties imposed by ACRA.
Company Secretary Requirement
Under Section 171(1), every company must appoint a qualified company secretary who is ordinarily resident in Singapore within 6 months of incorporation. This ensures continuous regulatory oversight after entrepreneurs incorporate a company in Singapore.
Registered Office Address
Under Section 142(1), a Singapore company must maintain a registered office in Singapore where official communications and statutory records are kept. This requirement is strictly enforced and forms part of the legal presence needed when you incorporate a company in Singapore.
Legal Implications for Thai Residents
Thai-based entrepreneurs are fully permitted to incorporate a company in Singapore, but the law obliges them to structure the company with:
- A local nominee director
- A local company secretary
- A Singapore-registered address
These statutory elements ensure the company remains legally valid under Singapore law even when the beneficial owner resides abroad.
Step-by-Step: how to incorporate a company in Singapore from Thailand
For business owners who stay in Thailand: you can set up a company for your Singapore business from afar, all done by obtaining the service of a qualified professional firm in Singapore. First, you need to check with ACRA whether the company name will be accepted. Singapore imposes strict rules to ensure the names are unique and not commercially misleading. Founders based in Thailand should choose an international name that is neutral, as it will be easier to open a bank account and avoid using names that imply the business originated in Thailand, which can become complicated for banking and tax purposes.
Once the name is approved, incorporation documents are prepared, including the company constitution, shareholder identification and compliance disclosures. At this stage, Singapore law requires the appointment of at least one locally resident director pursuant to Section 145 of the Companies Act. Therefore, entrepreneurs from Thailand cannot act as sole directors; they must nominate a resident director through an authorised Singapore provider. All KYC documents are required and specifically requested for certified passport photos, proof of address in Thailand, and a full job description for international business.
Therefore, entrepreneurs from Thailand cannot act as sole directors; they must nominate a resident director through an authorised Singapore provider. All KYC documents are required and specifically requested for certified passport photos, proof of address in Thailand, and a full job description for international business.
Upon filing, ACRA registers the company within 1-3 business days, issuing the Certificate of Incorporation together with the UEN. A Singapore company secretary must then be appointed within six months in accordance with Section 171 of the Companies Act. The final and most sensitive stage for Thai residents is the opening of a corporate bank account, which requires detailed disclosure of the business model, transaction flows, and foreign operational scope to satisfy Singapore banking compliance requirements.
Opening a Singapore corporate bank account for Thai-based founders
After you incorporate a company in Singapore from Thailand, opening a corporate bank account becomes the most decisive operational step. Singapore banks apply some of the strictest compliance standards in Asia under MAS anti-money laundering regulations. For founders residing in Thailand, banks will carefully assess the legitimacy of the structure, the international nature of the business and the economic rationale for using Singapore as the corporate jurisdiction.
The account-opening process requires full disclosure of the Thai-based beneficial owner, including certified identification documents, proof of residence in Thailand, and detailed information about the company’s expected activities. Banks will also request a clear business model, client jurisdictions, source of funds and projected transaction flows. Because directors are not resident in Singapore, enhanced due diligence almost always applies, and certain banks may request a remote or physical interview to verify control and purpose after you incorporate a company in Singapore.
Approval timelines vary by bank and the perceived risk level of the structure. Well-prepared applications supported by professional corporate documentation generally succeed faster, whereas inconsistencies between the Singapore entity and the owner’s Thai residence often trigger delays or rejections. For entrepreneurs living in Thailand, careful preparation is therefore essential to ensure that banking access aligns with the legal structure established when incorporating in Singapore.
- Illustrative Example : A founder residing in Phuket incorporates a company in Singapore and applies for a corporate bank account. During the compliance review, he explains that most of his revenue will come from Thai hotels and local businesses, even though the company is registered in Singapore.
The bank considers this a structural inconsistency. Since Thailand is the real economic market, the Singapore entity appears artificial and high-risk from a regulatory standpoint. The application is therefore rejected despite the company being legally incorporated.
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Singapore corporate tax for companies owned managed from Thailand
For entrepreneurs residing in Thailand who incorporate a company in Singapore, tax efficiency is often a key consideration. However, Singapore’s corporate tax advantages must be analysed together with Thai tax residency rules. While a Singapore company may benefit from a low and predictable corporate tax regime, Thai law may still tax the income upon remittance to a Thai-based shareholder.
Singapore corporate taxation is governed by the Income Tax Act (Cap. 134) and administered by IRAS. The standard corporate tax rate is capped at 17% under Section 43(1). Singapore applies a territorial tax system, under which only Singapore-sourced income and certain foreign income received in Singapore are taxable.
By contrast, under Section 41 of the Thai Revenue Code, Thai tax residents are subject to personal income tax on foreign-sourced income upon remittance into Thailand. As a result, while Singapore law governs corporate taxation, Thai law becomes decisive when profits are distributed.
Singapore does not impose capital gains tax, and dividends distributed by a Singapore resident company are exempt under the one-tier tax system pursuant to Section 46(1). However, such dividends may still be subject to tax in Thailand upon remittance.
The new Thai Tax Regime applicable in 2026
Since 1 January 2024, Thailand has reformed the taxation of foreign-sourced income for tax residents. Under Departmental Orders Por. 161/2566 and Por. 162/2566, any individual residing in Thailand for 180 days or more per year is taxed on foreign income remitted into Thailand, regardless of when the income was earned.
This reform abolished the former deferral strategy and applies fully in 2026. Entrepreneurs living in Thailand who incorporate a company in Singapore must therefore assume that dividends, salaries or directors’ fees transferred into Thailand will trigger Thai Personal Income Tax in the year of remittance.
Dividend exemption under Singapore law and Thai consequences
Under Singapore’s one-tier tax system, dividends distributed by a Singapore company are exempt from tax and withholding at source pursuant to Section 46(1) of the Income Tax Act.
However, under Section 41 of the Thai Revenue Code, as amended and interpreted by Por. 161/2566, dividends received from abroad and remitted into Thailand by a Thai tax resident are subject to Thai Personal Income Tax.
In practice, dividends repatriated from a Singapore company are taxed in Thailand at progressive rates ranging from 5% to 35%, depending on the recipient’s total annual income. Since Singapore does not levy withholding tax on dividends, no foreign tax credit is generally available, making Thailand the primary taxing jurisdiction at the personal level.
Start-Up tax exemption (Singapore legal basis)
New companies incorporated in Singapore benefit from the Start-Up Tax Exemption Scheme under Section 43(6B) of the ITA and the IRAS subsidiary regulations.
For the first three Years of Assessment:
- 75% exemption applies to the first SGD 100,000
- 50% exemption applies to the next SGD 100,000
This regime reduces the effective corporate tax rate for qualifying companies.
However, Thai taxation remains governed by Section 41 of the Thai Revenue Code. Therefore, if profits derived from Singapore exemptions are later distributed and remitted to Thailand, they may still be subject to Thai personal tax despite having been lightly taxed in Singapore.
Partial tax exemption after year 3 (Singapore legal basis)
After the start-up period, Singapore companies benefit from Partial Tax Exemption under Section 43(6A) ITA.
The law grants:
- 75% exemption on the first SGD 10,000
- 50% exemption on the next SGD 190,000
Only the remaining income is taxed at 17%.
For Thai residents, the exemption remains effective only at the corporate level. Once dividends are paid and remitted, Thailand may tax them under Section 41 TRC. Therefore, Singapore provides tax deferral rather than full tax elimination when the shareholder resides in Thailand.
Foreign-Sourced Income Exemption (Singapore Law)
Foreign income received in Singapore may be exempt under Section 13(8) ITA, provided:
- The income was taxed in the foreign jurisdiction at a rate ≥15%
- The exemption is beneficial to Singapore tax residents
This provision is widely used by holding companies incorporated in Singapore.
However, Thailand does not automatically recognise Singapore’s exemptions. Under Thai Revenue Code Section 41, any foreign income later remitted may still be taxed in Thailand.
No withholding tax in Singapore vs Thai remittance taxation
Singapore does not impose withholding tax on dividends (confirmed under Section 45 of the ITA, which excludes dividends from the withholding tax scope).
Yet Thai law captures the income once it enters Thailand. Section 41 TRC remains the controlling provision for Thai residents receiving foreign dividends.
Double tax treaties and tax credit mechanisms
Thailand and Singapore are parties to a Double Tax Agreement (DTA) that prevents double taxation and allocates taxing rights between the two states.
Under the treaty, dividends may be taxed in the shareholder’s state of residence. However, since Singapore does not impose tax on dividends at source, the treaty does not eliminate Thai taxation but may allow a foreign tax credit for tax paid abroad.
In practice, because Singapore dividends are tax-exempt, Thai residents usually cannot offset Thai Personal Income Tax through treaty credits. The DTA therefore provides legal certainty and avoids juridical double taxation, but does not remove the Thai tax burden on remitted income.
Indicative Thai tax rates applicable in 2026
- Dividends remitted into Thailand: taxed at progressive PIT rates up to 35%
- Salaries remitted or deemed Thai-source: taxed up to 35% + potential labour law exposure
- Return of capital: not taxable, provided clear accounting evidence is maintained
The burden of proof lies with the taxpayer. In the absence of clear distinction between capital and income, Thai authorities may treat the full amount as taxable income.
Thai legal environment for residents managing a Singapore company
Thai residents are legally permitted to own and control foreign entities, including when they incorporate a company in Singapore. However, Thai law strictly distinguishes between offshore ownership and activities physically performed from Thai territory.
Under Section 41 of the Thai Revenue Code, any individual staying in Thailand for 180 days or more within a calendar year is deemed a Thai tax resident. Once this threshold is met, the resident is subject to tax on foreign-sourced income upon its remittance into Thailand, regardless of where the income was generated.
Holders of a Destination Thailand Visa (DTV) are expressly permitted to perform remote work and manage foreign companies from Thailand, without the need for a Thai work permit, provided that the activities are conducted exclusively for offshore entities and do not involve the Thai market.
- The new legal basis: Departmental Order Por. 161/2566
The Thai Revenue Department (TRD) fundamentally changed the taxation of foreign-sourced income. Under Order Por. 161/2566 (and the clarifying Por. 162/2566), the “remittance rule” has been tightened:
- The New Rule: Any Thai tax resident (staying in Thailand for 180 days) who brings foreign-sourced income (dividends, salaries, or capital gains) into Thailand is subject to Thai Personal Income Tax (PIT) in the year of remittance.
- Abolition of the “Wait-a-Year” Strategy: Historically, residents could avoid tax by waiting until the following calendar year to remit funds. This is no longer possible. All remitted income earned after January 1, 2024, is now taxable upon entry.
- Reporting Obligations and the P.N.D. 90/91
Thai residents managing Singapore structures now face specific compliance milestones:
- Annual Filing: Income remitted from Singapore must be declared using the P.N.D. 90 or 91 form during the tax filing season (January 1st to March 31st of the following year).
- Tax Rates: Remitted funds are taxed at Thailand’s progressive rates, which can reach up to 35% for income exceeding 5,000,000 THB.
- Critical Compliance: Capital vs. Income
A major obligation for founders is the burden of proof. When transferring funds from a Singapore corporate account to a Thai personal account, the TRD may presume the entire amount is taxable income.
- Best Practice: Founders must maintain clear accounting to distinguish between Return of Capital (non-taxable) and Dividends/Salaries (taxable).
- Double Tax Agreement (DTA): While the Singapore-Thailand DTA allows for tax credits, since Singapore does not tax dividends at the source, there is often no “foreign tax credit” to offset the Thai PIT, making the Thai tax the primary liability.
- Using Thailand as a Residence Base
Despite these reforms, Thailand remains a preferred base for entrepreneurs who incorporate a company in Singapore due to its lifestyle and low costs. However, it is no longer a “tax-neutral” jurisdiction. The “Singapore Hub / Thai Base” model now requires a “tax-aware” structure from day one to ensure that the financial advantages of Singapore are not entirely absorbed by Thai personal income tax upon remittance.
DTV Visa and Singapore Companies
The DTV allows foreign nationals to reside in Thailand while working remotely for a foreign employer or managing an overseas company. It is particularly relevant for entrepreneurs who incorporate a company in Singapore and operate internationally while living in Thailand.
Legally, the DTV does not authorise any Thai-source business activity. The visa is strictly limited to foreign income and remote management. Engaging Thai clients, offering services locally, or conducting commercial activity in Thailand may breach provisions of the Immigration Act and the Alien Working Act.
Therefore, DTV holders must ensure that their Singapore company operates exclusively outside Thailand and that their activities remain limited to foreign business management.
Compliance risks when running a Singapore company from Thailand
Running a Singapore entity while physically residing in Thailand creates increased scrutiny from both Singapore and Thai authorities. Singapore regulators expect genuine governance and compliance under ACRA and IRAS rules, including accounting records, annual filings, and the proper use of the nominee-resident director.
At the same time, Thai authorities may examine whether the Singapore company is effectively managed from Thailand. If substantial business activities occur in Thailand, this could lead to Thai tax exposure, income reclassification, or allegations of operating a business locally without proper licensing.
The key risk is not incorporation itself but the mismatch between corporate jurisdiction and operational reality.
Legal and tax pitfalls for Thai residents using Singapore structures
Thai residents who incorporate a company in Singapore often face several recurring issues:
- Assuming Singapore tax exemption applies personally in Thailand
- Receiving salary while working from Thailand without permits
- Using Singapore to invoice Thai clients
- Poor documentation of foreign business activity
- Banking inconsistencies exposing beneficial ownership
Each of these may trigger Thai tax reassessment, immigration complications or banking compliance failures.
How legal counsel in Thailand helps structure a Singapore company
Cross-border structuring between Thailand and Singapore requires coordination across corporate, tax, and immigration law. Legal counsel ensures that entrepreneurs who incorporate a company in Singapore remain compliant with Thai tax residency rules and avoid unlawful business activity in Thailand.
Professional structuring typically includes tax planning on dividends, director activity assessment, banking strategy and visa-compliant operational frameworks.
Conclusion
To incorporate a company in Singapore from Thailand remains one of the most powerful international structures available to foreign entrepreneurs in Asia. Singapore offers a world-class corporate environment, strong banking credibility and efficient taxation, while Thailand provides a flexible residence base for global founders.
However, the benefits only exist when the structure is legally aligned with Thai tax and immigration rules. In 2026, authorities in both jurisdictions apply stricter compliance standards, especially for businesses managed from Thailand.
When properly planned with professional guidance, incorporating a Singapore company while residing in Thailand remains fully legal, efficient and sustainable for international entrepreneurs.
FAQ
Yes. Singapore law fully allows foreigners to incorporate companies even if they reside in Thailand. However, the structure must comply with Singapore’s mandatory local requirements, including at least one resident director, a Singapore registered address, and a locally appointed company secretary. Without these elements, ACRA may refuse registration or impose penalties.
Yes. The Singapore Companies Act does not impose nationality or residency restrictions on shareholders. A Thailand-based entrepreneur may therefore hold full ownership of a Singapore company.
Singapore law requires every company to appoint at least one director who is ordinarily resident in Singapore. This ensures regulatory accountability and local oversight. Founders residing in Thailand typically appoint a nominee director through a licensed Singapore provider to remain compliant.
No. The entire incorporation process can be completed remotely via an authorised Singapore corporate service provider. All documents can be prepared and submitted online to ACRA.
Yes, but banks apply enhanced due diligence. You must clearly demonstrate that the Singapore company has genuine international business activity and is not primarily targeting the Thai market. Inconsistent explanations often lead to rejection.
The company itself is taxed in Singapore. However, if Thai authorities determine that management and operations are effectively conducted from Thailand, there may be Thai tax exposure. This risk depends on the operational reality, not only the place of incorporation.
Yes, once income is remitted to Thailand. Thai tax residents (180+ days in Thailand) are taxed on foreign income brought into Thailand, including dividends from a Singapore company.
This creates risk. If you perform management activities while physically in Thailand, Thai authorities may treat the salary as Thai-sourced income and require personal income tax and a valid work permit.
Yes, provided all business activities remain outside Thailand. The DTV allows remote management of foreign companies but strictly prohibits Thai-source business or local clients.
The most common error is assuming Singapore’s tax advantages automatically apply in Thailand. Personal taxation, banking scrutiny, and Thai work regulations often neutralise the benefits when the structure is not carefully planned.