Company Formation & Digital Assets Regulation

Singapore Company Incorporation & Digital Assets Guide

ACRA/IRAS-standard incorporation requirements, annual compliance and tax — plus PSA/DPT and FSM/DTSP digital-asset licensing, business-model scope, and penalties.

Part A · Incorporation · 01

Core Setup Requirements & Annual Filings

Cross-checked against ACRA and IRAS official materials. Actual application can vary with the latest notices and your structure.

At least 1 locally resident director — ACRA requires a minimum of one locally resident director (Citizen / Permanent Resident / valid Employment Pass / EntrePass holder). A board made up solely of foreigners is not allowed.
Appoint a company secretary within 6 months of incorporation — the secretary must be a natural person ordinarily resident in Singapore; the position cannot stay vacant for more than 6 months.
Maintain a Registered Office address in Singapore.

AGM due within FYE + 6 months; Annual Return (AR) due within FYE + 7 months.
Submit XBRL financial statements (where applicable) and maintain the Register of Registrable Controllers (RORC).
Corporate tax is 17%, with SUTE/PTE exemptions able to reduce the effective rate; GST is 9%, with mandatory registration once annual taxable turnover exceeds SGD 1,000,000.

Part A · Incorporation · 02

Incorporation Process & Required Documents

Document checklist, the standard registration timeline, and how a subsidiary compares with a branch.

① Required documents (individual shareholder)

Colour scans of shareholder/director passports, plus proof of address issued within the last 3 months
Incorporation application (share capital, directors, and company secretary composition)
Company name availability check (English; a Chinese name may be added if needed)

Depending on KYC/CDD outcomes, notarization, translation, or apostille may additionally be required.

② Steps / estimated timeline

Document intake and engagement eligibility check
Fee payment and online identity verification (KYC)
E-signing, then registration — typically 7 business days

Timeline may vary with duplicate company names, activity reviews, or additional verification requests.

Item	Subsidiary (local company)	Branch (same legal entity as HQ)
Legal status	Separate legal entity (held by the parent)	Singapore place of business of the head office
Requirements	Resident director, company secretary, registered office	Resident authorized representative; a physical office is recommended
Documents	Standard incorporation documents + UBO KYC	HQ constitution, registry extract, audit report, Power of Attorney (original/notarized)
Annual	Annual Return, XBRL (if applicable), RORC	Reflected in HQ accounts, plus branch reporting duties

Part A · Incorporation · 03

Tax & Annual Compliance

Corporate income tax, GST, and the annual filing / audit-exemption framework.

Corporate tax (17%) & SUTE/PTE

SUTE — start-up exemption for the first 3 Years of Assessment (conditions apply). Commonly cited: 75% exemption on the first SGD 100,000 of chargeable income and 50% on the next SGD 100,000 (up to SGD 125,000 total exemption). Always confirm current conditions/limits against the latest IRAS notice.
PTE — Partial Tax Exemption for ordinary companies, at tiered rates.
Consider foreign-sourced income exemption and tax-treaty relief where relevant.

GST (Goods & Services Tax)

Rate is 9%; mandatory registration once taxable turnover exceeds SGD 1,000,000.
Voluntary registration carries a 2-year minimum maintenance and filing obligation.
Assess Reverse Charge / Overseas Vendor Registration (OVR) and other special schemes where relevant.

Annual filing · XBRL · Audit

AGM within FYE + 6 months; Annual Return within FYE + 7 months.
XBRL filing where applicable — Singapore-incorporated companies are generally XBRL filers; some EPC / exempt categories exist (see ACRA guidance).
Audit exemption: meet 2 of 3 "small company" criteria — revenue ≤ SGD 10m, total assets ≤ SGD 10m, employees ≤ 50.
Maintain the Register of Registrable Controllers (RORC) and keep the central RORC updated.

Part B · Digital Assets · 01

Singapore Digital Assets — Recent Key Updates

Compiled by cross-checking MAS primary materials — acts, guidelines, FAQs and notices. Actual application depends on the latest notices/interpretations and your specific model.

PS Act expansion (phased from April 2024) — clarifies Digital Payment Token (DPT) transfer, custody, and non-facilitating brokerage, and strengthens the user-protection and AML basis.
DTSP — Digital Token Service Provider (June 2025) — where a Singapore entity serves overseas-only clients, it can still fall in scope (strict licensing, no transitional relief).
PS-G02 — bans mass-market offline promotions and third-party influencer marketing; a provider's own channels must still include risk warnings and avoid inducements.
PSN02 — enhanced AML/CFT requirements for DPT/DTSP providers (2024–2025 amendments reflected).
SCS (Stablecoins) — 100% reserves, single-currency peg, T+5 redemption, and audit/disclosure requirements.

Part B · Digital Assets · 02

Scope by Business Model — What's In Scope?

Since "transfer, arranging, and inducement" are now more clearly captured, mere involvement in transfers or soliciting trades can bring an activity into scope.

Type	Regulatory view (gist)	Design tips / examples
Virtual asset purchase agency (buying/transferring USDT etc. on behalf of clients)	Typically falls under DPT dealing/arranging exchange · transfer · custody — a license under the PSA (SPI/MPI for DPT) is required. Even if serving only overseas clients, a Singapore entity can be DTSP. Scope has been expanded/clarified to also capture "soliciting orders · arranging · transfers".	No asset touch; client pays directly (referral only). Document the partner's (exchange/OTC) license scope and jurisdiction via due diligence. Embed risk warnings and knowledge assessments (retail limits).
White label (front under a licensed partner — you run the front, partner handles regulated ops)	The contracting service provider with customers must be the licensed entity, stated clearly. If an unlicensed party holds itself out as provider (Holding out, PSA s.8) this is illegal. If the front solicits/arranges trades, it may itself be a DPT service.	Terms/KYC/funds flow/client account must be in the name of the licensed entity. Front limited to information · UI · customer support (no order/transfer instructions). All marketing materials show the legal provider + risk warnings.
Marketing / Customer Support outsourcing (campaigns, influencers, call centre)	PS-G02 bans mass marketing; even on a provider's own channels, no inducements and mandatory warnings are required. If customer support takes orders or execution instructions, regulatory risk spikes.	Provide FAQs/risk warnings and no order-taking or investment advice. Offline/third-party promotion, giveaways, and rebates are prohibited. Execution instructions only via the licensed entity's channels.
DPT acceptance by ordinary merchants (e.g. cafés / e-commerce merchants)	Mere acceptance into the merchant's own wallet is not a DPT service under the PSA. But arranging transfers / custody / conversion / matching can be in scope. If a payment facilitator offers crypto acceptance and local-fiat conversion, that provider needs a DPT license.	Merchant should only receive; conversion/transfer handled by a licensed PSP. Separate tax (revenue recognition/FX) and internal controls (wallet keys/limits).
NFT (collectibles · tickets · utility)	Generally not DPT. However, strong payment/exchange/value-transfer features may trigger DPT/capital-markets rules. Determined by the token's functions/rights (including SFA/FAA applicability).	Access/ticket-type NFTs are more likely unregulated. Profit-share/interest, derivatives, or high exchangeability increase regulatory likelihood.
Stablecoins (SCS) (single-currency peg to SGD/G10)	100% high-quality reserves · monthly attestations · annual assurance, T+5 redemption, issuer prudence/governance and disclosures. Unregulated stablecoins cannot use the "MAS-regulated" label.	Label/white-paper/website disclosures framework. Reserve custody and an appointed auditor.

Part B · Digital Assets · 03

Self-Assessment of Licensing Need

Six questions to test whether your model requires a Singapore digital-asset license.

Asset touch — Do you receive/hold/transfer client cash or tokens?
Order/exchange arranging — Any matching/broking/routing to exchanges/OTC desks?
Inducement — Do you solicit purchases/sales or contract entry?
Custody — Do you manage wallets/keys, or hold control/mandate over them?
Singapore nexus — Is the business operated by a Singapore entity or Singapore-resident staff?
Overseas-only — Even if all clients are abroad, does a Singapore entity make you DTSP?

Risk-reduction tips

No asset touch, client-direct payments, referral-only.
Documented due diligence on partner license scope/jurisdiction/internal controls.
Comply with PS-G02 (no mass marketing, mandatory warnings).
Cold/hot wallet segregation, dual-control, key-split (HSM), and logging.

Part B · Digital Assets · 04

Internal Controls Checklist (PSA/DPT · FSM/DTSP)

Nine control areas MAS expects a digital-asset licensee to have in place before and after approval.

Area	Detailed items	Description
Governance	Board charter, roles/limits, annual calendar, written resolutions/AGM protocol	Document board accountability and delegation limits; set conflict-management and internal-control reporting lines. Establish committees (audit/risk), keep minutes, and set policy review cycles.
Fit & proper	CEO/CO/CIO fit & proper, background checks, ongoing training	Ensure Compliance Officer independence/experience; keep quarterly training records. Include segregation of duties and cover/backup procedures.
AML/CFT	KYC/KYB, risk assessment, sanctions/PEP, TMS rulebook, STR/CTR	Risk-grade clients/transactions with thresholds; STR/CTR SLA; retention ≥ 5 years. Transaction monitoring should combine rules-based and behavioural signals where possible.
Client assets	No-touch principle or segregated custody; wallet policy; periodic reconciliation	Internal wallet / third-party custody agreements; multisig/role split; monthly reconciliation reporting. Sub-custody contracts should include priority of redemption, insurance, and audit rights.
TRM / Security	Access control, key management (HSM/multisig), logs, backup/DR, incident response	Least privilege, MFA, split-key storage, change management, DR testing cadence and reporting — focused on availability/integrity/confidentiality.
Advertising / Inducement	No guarantee of returns; risk warnings; fee disclosures; channel (SNS) guidelines	Ban language that could be construed as investment solicitation; disclose KPIs/rebates; use approval workflows, run per client type (retail/accredited/institutional).
Third-party management	License verification; scope limits; performance/security; audit rights; SLA; ongoing review	Enhanced due diligence for high-risk partners; periodic performance/security reviews; renegotiation triggers; client protection and continuity (BCP) clauses for outages/incidents.
New products	Approval committee; legal/risk review; controlled pilot; post-launch review	Pre-review tokens/listings; limited pilots; incident/loss reporting; surveillance to prevent market abuse/insider trading.
Records	XBRL, RORC, retention schedule, access rights, audit trails	Policies for evidence/ledgers/resolutions/logs; access history; change management; disposal procedures; document statutory retention (e.g. ≥ 5 years) and encryption/anonymisation standards.

Part B · Digital Assets · 05

Stablecoin (SCS) Requirements & NFT Pointers

Stablecoin (SCS) key requirements

100% high-quality reserves, monthly attestations, annual assurance.
T+5 redemption right guaranteed; issuer prudence/governance.
Label/white-paper/disclosures required — an unregulated single-currency stablecoin cannot use the "MAS-regulated" label.

A regulated SCS means a stablecoin with a single-currency peg to SGD or a G10 currency.

NFT regulatory pointers

Generally not DPT. However, strong payment/value-transfer features may trigger DPT/capital-markets rules.
If it has security-like features (dividends/profit-share/derivatives), it may fall under the Securities and Futures Act (SFA) or Financial Advisers Act (FAA).
Access/ticket-type NFTs are more likely unregulated (case-by-case).

Part B · Digital Assets · 06

Penalties for Non-Compliance

Operating DPT services without a PSA license — typically up to SGD 250,000 fine and/or up to 3 years' imprisonment, with possible increments for continuing offences.
Operating DTSP without a license (overseas clients) — similar criminal sanctions (fine/imprisonment) and cessation orders under FSM Act s.137.
Breaches of PS-G02 · PSN02 · directions/notices — may result in prohibition orders, composition fines, additional license conditions, or suspension/cancellation.

Sentences vary by facts, party (individual/entity), and number of breaches. This section is a regulatory summary, not legal or tax advice — whether a license is required depends on your exact services, funds flow, contracts, and customer segments. Obtain professional advice before implementation.