Who Is the Legal Representative of a Singapore Company? Understand the Truth in One Article!

Do You Know Who the Legal Entity of a Singapore Company Is? Here's the Truth Revealed!

In today’s increasingly interconnected world of international trade and cross-border investment, more entrepreneurs and investors are turning their attention to Southeast Asia - a dynamic and promising market. As a regional financial hub, Singapore has become one of the top choices for establishing overseas companies, thanks to its stable political environment, efficient business ecosystem, and favorable tax policies.

Despite the popularity of registering companies in Singapore, many people still hold misconceptions about some basic concepts - especially regarding the definition of a legal entity. So, do you know who the legal entity of a Singapore company really is?

Let’s start with a core question what exactly is a legal entity? In legal terms, a legal entity refers to an organization that has both civil rights and the capacity to act legally - meaning it independently enjoys civil rights and bears corresponding obligations. In other words, the company itself is the legal entity, not any particular individual.

When we talk about the legal entity of a Singapore company, we're referring to the company as a legal subject under the law, rather than a specific person. This concept differs from certain regions like mainland China, where the term legal representative usually denotes a natural person who represents the company in official capacities. In Singapore, however, there is no such role as a legal representative. Instead, the roles of Director and Company Secretary exist.

According to the Accounting and Corporate Regulatory Authority ACRA, every locally registered Singapore company must have at least one local director who is at least 18 years old and has full legal capacity. This director can be a Singapore citizen, permanent resident, or a foreigner holding a valid work pass. The company must also appoint a Company Secretary, whose responsibilities include handling compliance matters such as filing annual returns and maintaining company records.

It’s worth noting that in recent years, with the rise of remote work and evolving global entrepreneurship trends, more foreigners are choosing to set up businesses in Singapore remotely. According to a report published by Lianhe Zaobao at the end of 2025, new business registrations in Singapore grew by over 15% year-on-year in 2025, with tech startups and cross-border e-commerce companies making up a significant portion. Many of these new ventures opt to use professional service providers to assist with registration, including services that provide nominee directors and secretaries.

This raises a common question if I appoint someone else as director or secretary, will they become the legal entity of the company?

The answer is no. As previously explained, the legal entity of a Singapore company is the company itself. Directors and secretaries are simply individuals fulfilling specific roles within the company structure. Their responsibilities are primarily administrative and compliance-related and do not imply ownership or decision-making authority. The real control lies with the shareholders and their respective shareholding percentages. Shareholders can be either individuals or other corporate entities.

In many cases - particularly among foreign-owned Singapore companies - the actual operator may not even serve as a director but instead controls the company through the shareholding structure.

Another common misconception is confusing the legal entity with the registered address. While Singapore requires all companies to have a valid local address, this does not mean that the owner of the address becomes the legal entity. The registered address serves mainly as a location for receiving official communications and holds no legal ownership or control over the company.

For entrepreneurs planning to establish a company in Singapore, understanding the concept of a legal entity is crucial. It helps clarify the company’s governance structure and prevents potential legal disputes during operations. For example, when signing contracts, opening bank accounts, or applying for financing, it’s essential to recognize the company as a distinct legal entity to ensure the validity and legality of these actions.

With the global push for anti-money laundering AML measures and greater tax transparency, regulatory authorities worldwide are imposing stricter requirements on corporate disclosures. Since 2025, Singapore has implemented enhanced corporate registration rules mandating full disclosure of beneficial owners. Although the legal entity remains the company itself, those behind it - the ultimate controllers - must now undergo scrutiny to prevent misuse of corporate structures for illicit purposes.

In summary, the legal entity of a Singapore company is the company itself, not any individual or third-party organization. Directors, secretaries, and registered addresses are merely components of the company’s structure. Real power resides with the shareholders.

Understanding this distinction enables better decision-making in cross-border investments and helps navigate the complexities of global business with greater confidence. If you’re planning to set up a company in Singapore, make sure to do your research thoroughly and consult professional advisors - such as lawyers or accountants - when necessary. Building a solid foundation of compliance from the very beginning is key to long-term success in the complex arena of international business.