Can I register a business or company while holding a DP (Dependant’s Pass)?
Yes. A Dependant’s Pass (DP) holder may register or participate in an ACRA-registered business entity in Singapore, subject to the applicable ACRA requirements for foreigners/FIN holders and the requirements of the particular business structure.
Holding a DP does not by itself mean that the DP holder is equivalent to a Singapore Citizen or Permanent Resident for ACRA’s local residency requirements. The applicable ACRA and MOM requirements must be satisfied.
A DP holder who wishes to operate the business must obtain the applicable Letter of Consent (LOC) from the Ministry of Manpower (MOM) before commencing work or operating the business. MOM expressly states that a DP holder can only begin operating the business after the LOC has been approved.
What type of entity can a DP holder register?
Subject to the applicable ACRA and MOM requirements, a DP holder may establish or participate in business structures such as:
The registration requirements differ according to the business structure. The required locally resident position holder, where applicable, must therefore be considered separately for each entity type.
Can a DP holder register a Pte. Ltd. company?
Yes. A DP holder may establish and own shares in a Singapore Pte. Ltd. company, subject to ACRA and MOM requirements.
At incorporation, the company must satisfy ACRA’s requirement to have at least one director who is ordinarily resident in Singapore. Where the DP holder does not satisfy the applicable local-director requirement at that stage, an eligible locally resident director must be appointed.
For MOM’s business-owner LOC, the DP holder must be a company director with at least 30% shareholding in the ACRA-registered company. The DP holder must obtain MOM’s LOC before operating or working in the business.
After LOC approval and completion of the necessary ACRA appointments, any existing local resident director should resign only if the company will continue to satisfy ACRA’s statutory requirement for at least one ordinarily resident director.
Can I be the owner of a Sole Proprietorship while holding a DP?
A DP holder may be registered as the owner of a sole proprietorship subject to ACRA’s requirements applicable to FIN holders/foreigners and MOM’s requirements.
A DP holder should not be described simply as being equivalent to a Singapore Citizen or Permanent Resident merely because he or she holds a DP.
For the purpose of MOM’s business-owner LOC, being a sole proprietor is one of the qualifying business-owner categories. The DP holder must obtain the LOC before operating the sole proprietorship.
Can I be a Partner of a Partnership while holding a DP?
Yes, subject to ACRA’s applicable registration and residency requirements and MOM’s requirements.
Being a partner of an ACRA-registered business is one of MOM’s qualifying categories for a DP business-owner LOC. However, the DP holder must obtain the LOC before working in or operating the partnership.
Can a DP holder be one of the Partners of a Partnership?
Yes. A DP holder may be a partner, subject to the applicable ACRA and MOM requirements.
Where the DP holder intends to actively operate or work in the partnership, the appropriate MOM business-owner LOC must first be obtained. Holding a DP alone does not authorise the holder to work in or operate the business.
Can I be the General Partner of a Limited Partnership (LP) while holding a DP?
A DP holder may participate in an LP subject to the applicable ACRA requirements for the LP and the individual’s immigration/work-pass status.
The LP must continue to satisfy all applicable ACRA requirements concerning its partners and local manager, where required. If the DP holder intends to actively operate the business, the applicable MOM requirements, including LOC eligibility, must also be satisfied.
Can I be the Limited Partner of a Limited Partnership (LP) while holding a DP?
A DP holder may be registered as a limited partner subject to the applicable ACRA requirements.
However, the role of a limited partner must be distinguished from actively operating or managing the business. Where the DP holder intends to work in or operate the business, MOM’s applicable work-authorisation requirements must be separately satisfied.
Can I be a Partner of a Limited Liability Partnership (LLP) while holding a DP?
A DP holder may be a partner of an LLP subject to ACRA and MOM requirements.
An LLP must have at least one manager who is ordinarily resident in Singapore. The LLP must continue satisfying this requirement notwithstanding the DP holder’s participation in the LLP.
If the DP holder intends to actively operate the business, the applicable MOM LOC requirements must also be satisfied.
Can I be a Director of a Private Limited (Pte. Ltd.) Company while holding a DP?
A DP holder may become a director of a Pte. Ltd. company subject to ACRA and MOM requirements.
For a DP holder seeking MOM’s business-owner LOC, MOM requires the DP holder to be a company director with at least 30% shareholding in the ACRA-registered company.
The company must separately satisfy ACRA’s requirement for at least one ordinarily resident director. The DP holder must not commence operating or working in the business until the LOC has been approved.
Can I be a Shareholder of a Private Limited (Pte. Ltd.) Company while holding a DP?
Yes. A DP holder may hold shares in a Singapore Pte. Ltd. company, subject to applicable laws and requirements.
However, share ownership and permission to work in or operate the company are separate matters. Merely holding shares does not by itself authorise a DP holder to work for or operate the company.
For the MOM business-owner LOC route as a company owner, the DP holder must be a director with at least 30% shareholding.
Can I be the Sole Director of a Private Limited (Pte. Ltd.) Company while holding a DP?
Not automatically merely because the individual holds a DP.
Every Singapore company must satisfy ACRA’s requirement for at least one director who is ordinarily resident in Singapore. A DP holder should not be treated as automatically satisfying this requirement merely because he or she resides in Singapore on a Dependant’s Pass. The applicable ACRA and MOM requirements must first be satisfied.
Accordingly, where necessary, the company should initially appoint an eligible locally resident director. After the DP holder obtains the appropriate LOC and is properly appointed, the existing local resident director may resign only where the company will continue to meet ACRA’s local-director requirement.
Can I be the Sole Shareholder of a Private Limited (Pte. Ltd.) Company while holding a DP?
Yes. A DP holder may generally be the sole shareholder of a Singapore Pte. Ltd. company.
There is an important distinction between being the sole shareholder and being the sole director. Foreign ownership of the shares does not remove the company’s obligation to maintain at least one director who satisfies ACRA’s local residency requirement.
If the DP holder intends to operate the company under MOM’s business-owner LOC route, the DP holder must satisfy MOM’s eligibility requirements, including being a director with at least 30% shareholding, and must obtain the LOC before commencing work or operating the company.
DP holder of which main pass holder is exempted from the pre-approval requirement before applying for an LOC?
A spouse holding a Dependant’s Pass (DP) under an Overseas Networks & Expertise Pass (ONE Pass) holder does not need to go through the separate pre-approval/request stage that generally applies to other eligible DP holders seeking a business-owner LOC.
The eligible spouse of a ONE Pass holder may apply directly for a Letter of Consent (LOC) to work or operate a business in Singapore. The application may be submitted by the candidate or an appointed Employment Agency where the candidate wishes to operate a business.
MOM states that the LOC is processed within 4 weeks for most cases, although some cases may take longer if additional information is required. The DP must have at least 3 months’ validity when applying.
For comparison, other eligible DP business owners generally need to first submit a request to apply for an LOC, receive approval for that request, and only then submit the LOC application.
Note: This ONE Pass arrangement applies specifically to the spouse of the ONE Pass holder. Other dependants generally need an appropriate work pass to work in Singapore.
Where can I find any guide for business entities in Singapore?