How to Choose Between Sole Proprietorship and Private Limited Company in Singapore

Starting a business in Singapore offers a wealth of opportunities for entrepreneurs. One of the key decisions to make when setting up a business is choosing the right company structure. In this post, we will discuss the differences between a Sole Proprietorship and a Private Limited Company (Pte Ltd) in Singapore, along with various factors that can help you determine the best option for your business.

What Is a Private Limited Company?

  1. A Private Limited Company (Pte Ltd) is a separate legal entity distinct from its shareholders and directors. It has limited liability, meaning the shareholders’ personal assets are protected if the company incurs debts or faces lawsuits. A Pte Ltd must have at least one shareholder and one director, with a maximum of 50 shareholders.

What Is a Sole Proprietorship?

  1. A Sole Proprietorship is the simplest business structure in Singapore. It involves a single individual who owns, manages, and is personally responsible for all aspects of the business. There is no legal separation between the owner and the business, making the owner personally liable for all debts and legal issues.

Which Company Structure Is Better for a Foreigner?

  1. A Private Limited Company is usually the preferred choice for foreigners, as it offers limited liability, tax benefits, and a more professional image. Moreover, foreigners cannot register a Sole Proprietorship without a valid Employment Pass or a Dependent’s Pass.

Types of Company Structures To Choose From?

  1. Apart from Sole Proprietorship and Private Limited Company, other company structures in Singapore include Partnerships, Limited Liability Partnerships, and Limited Partnerships. Each has its advantages and disadvantages, depending on your business objectives and requirements.

What Taxes Will I Pay With Sole Proprietorship and Pte Ltd?

  1. Sole Proprietorships are taxed at the individual income tax rates, ranging from 0% to 22%. Pte Ltds, on the other hand, are taxed at the corporate tax rate of 17%. Additionally, Pte Ltds can benefit from various tax exemptions and incentives.

What Tax Exemptions Are Available to Pte Ltd Owners?

  1. Pte Ltds can enjoy a partial tax exemption on the first S$200,000 of chargeable income. For newly incorporated Pte Ltds, there’s a full tax exemption on the first S$100,000 of chargeable income for the first three years of operation.

What Are My Duties And Official Requirements With Sole Proprietorship and With Pte Ltd?

  1. Sole Proprietorship owners must renew their business registration annually and keep accurate financial records. Pte Ltds have more compliance requirements, including appointing a company secretary, conducting annual general meetings, filing annual returns, and maintaining proper accounting records.

What Other Differences Can I Experience?

  1. Some other differences between Sole Proprietorship and Pte Ltd include:
  • Credibility: Pte Ltds are often perceived as more credible and professional compared to Sole Proprietorships.
  • Fundraising: Pte Ltds can raise capital more easily by issuing shares or attracting investors, while Sole Proprietorships rely on personal funds or loans.
  • Business Continuity: Pte Ltds have a perpetual existence, while Sole Proprietorships cease operations upon the owner’s death or incapacitation.


Choosing between a Sole Proprietorship and a Private Limited Company in Singapore depends on factors like liability, taxation, compliance requirements, and business goals. If you are a foreigner, a Pte Ltd is generally the better option. Consider consulting with a professional advisor to determine the best structure for your specific business needs.

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