Legal Requirements for Starting a Business in Singapore or the United States — A Philippine Founder’s Guide

Last updated based on generally applicable rules as of mid-2024. This is practical information, not legal advice; laws change and your facts matter. Work with counsel in the Philippines and in the country where you’ll operate.

Quick takeaways (Philippine context)

You can form abroad (Singapore or the US) even while living in the Philippines, but you still have Philippine tax, FX, and reporting touchpoints.
Immigration ≠ incorporation. Owning a foreign company does not, by itself, grant the right to work in Singapore or the US. You may need a work pass/visa.
Banking & KYC are often the hardest parts. Expect rigorous identity/beneficial-owner checks and proof of business.
Philippine residents (individuals and domestic corporations) are generally taxed on worldwide income; use foreign tax credits and, where applicable, treaty relief to avoid double taxation.
Setting up a holding structure (e.g., PH HoldCo → SG/US OpCo) can help with investment, governance, and exits, but adds transfer pricing and related-party compliance.

1) Before you pick a jurisdiction: Philippine-side essentials

A. Tax residency & who is taxed

Individuals (citizens):
- Resident citizens are taxed on worldwide income. File annual returns and claim foreign tax credits where available.
- Non-resident citizens are taxed only on Philippine-sourced income.
Corporations:
- Domestic corporations (organized in the Philippines) are taxed on worldwide income.
- Foreign corporations are taxed only on Philippine-sourced income (and may face branch taxes if they have a PH branch/PE).

B. Foreign tax credits & treaties

The Philippines has income tax treaties with both Singapore and the United States. These can reduce withholding on dividends/interest/royalties and help allocate taxing rights.
To claim treaty benefits or foreign tax credits:
- Keep proper residency certificates, withholding statements, and proof of tax paid abroad.
- Follow BIR procedures for treaty relief (documentation/claims) and foreign tax credit claims with your annual return.

C. Foreign exchange (FX) & moving money

Under the Bangko Sentral ng Pilipinas (BSP) FX framework, residents generally may purchase foreign currency from banks for outward investment without prior BSP approval, subject to bank KYC, documentary requirements, and reporting by the bank.
Large or unusual flows will trigger AML monitoring; expect to document source of funds and the purpose (e.g., share subscription, intercompany loan).
Physically transporting > USD 10,000 (or equivalent) into/out of the Philippines must be declared at the border.

D. Transfer pricing & related-party rules

If you’ll have a PH entity transacting with your SG/US entity, maintain transfer pricing documentation (local file/master file if applicable) and comply with related-party disclosures with your annual return.
Intercompany service agreements, IP licensing, and cost allocations should be at arm’s length and properly papered.

E. Securities & fundraising from the Philippines

Offering shares/notes to investors in the Philippines may be a securities offering requiring registration or a valid exemption (e.g., limited number of offerees, qualified buyers). Don’t market a foreign fundraising round in the PH without checking this.

F. Data privacy when handling PH users’ data

If you process personal data of individuals in the Philippines, comply with the Data Privacy Act, including appointing a DPO, adopting privacy management programs, and meeting breach notification and cross-border transfer requirements where triggered.

2) Singapore overview (for Philippine founders)

A. Who can own & immigration

Foreigners can own 100% of a Singapore company.
To work for your Singapore company in Singapore, you generally need a work pass:
- EntrePass (startup/innovative businesses meeting criteria),
- Employment Pass (EP) (for professionals; salary/qualification thresholds apply).
A company must have at least one director who is “ordinarily resident” in Singapore (citizen/PR/eligible pass holder). Many founders engage a licensed corporate service provider (CSP) to provide a nominee local director initially.

B. Common entity types

Private Company Limited by Shares (Pte. Ltd.) — the standard for startups; separate legal personality; limited liability.
Sole proprietorship — simple but no liability shield.
Limited Liability Partnership (LLP) — more for professional firms; pass-through tax.

C. Formation checklist

Reserve name (BizFile+).
Choose structure (usually Pte. Ltd.); set share capital (SGD 1 minimum is common).
Appoint at least 1 local director and a company secretary (secretary must be appointed within a statutory period after incorporation).
Provide a registered office in Singapore and SSIC business activity codes.
File the constitution, shareholder and officer particulars.
Receive UEN (Unique Entity Number).

Banking: Expect in-person or enhanced remote KYC. Prepare passports, proof of address, business plan/contracts, and cap table.

D. Tax & accounting (high level)

Corporate income tax (CIT): headline 17%, with partial or start-up exemptions that significantly reduce tax on the first tranche of chargeable income for qualifying new companies.
GST (VAT): register if annual taxable supplies exceed the prevailing registration threshold (commonly SGD 1M) or by voluntary registration if it suits you.
Withholding may apply to certain cross-border payments (e.g., royalties, services with Singapore-source).
Transfer pricing and related-party documentation may be required depending on size/transactions.
Accounting standards: SFRS/SFRS for Small Entities; XBRL filings often required.

E. Ongoing compliance

ACRA: keep Register of Controllers (beneficial owners) and other statutory registers; file annual return.
IRAS: file Estimated Chargeable Income (ECI) and annual tax return; maintain proper books.
Company secretary: manage resolutions, AGM (or dispense under allowed mechanisms), and filings.
Licensing: sectoral approvals for regulated activities (e.g., payments, lending, crypto, health, F&B).
Employment: local payroll, CPF (for Singapore citizen/PR employees), and work pass compliance.
Data privacy: PDPA compliance; appoint a Data Protection Officer; handle breach notifications where thresholds are met.

3) United States overview (for Philippine founders)

A. Where to incorporate & entity types

State-based system: you can incorporate in any state regardless of where you live. Delaware is popular for venture-backed C-corps; some choose their operating state for simplicity.
Common vehicles:
- C-Corporation — standard for venture financing; subject to 21% federal corporate tax (plus state taxes).
- LLC — flexible; usually pass-through for tax (unless electing corporate tax). Easy for bootstrapped businesses. Note: compliance duties apply even for single-member foreign-owned LLCs.
- S-Corporation — not available to non-resident alien shareholders.

B. Formation & first filings

Choose state and registered agent.
File Articles/Certificate of Incorporation (corp) or Organization (LLC).
Adopt bylaws/operating agreement; issue founder equity (mind 83(b) elections for restricted stock — strict 30-day window).
Get an EIN from the IRS (foreign owners can obtain one without an SSN).
Register for state/local tax accounts (payroll, sales/use tax) and obtain business licenses where required.
Open bank/fintech accounts (KYC; beneficial ownership).

CTA / Beneficial Ownership: US federal Corporate Transparency Act (CTA) requires most corporations and LLCs to report beneficial owners (and, for new entities, company applicants) to FinCEN and keep the report updated upon changes. There are statutory exemptions (e.g., large operating companies), but startups usually must file. (Deadlines differ for pre-2024 vs. newly formed entities; check the current FinCEN timelines.)

C. Taxes — what matters to foreign founders

C-Corp pays tax at the corporate level; shareholder dividends to non-US persons may face US withholding absent treaty relief.
LLC default pass-through: foreign owners must analyze US effectively connected income (ECI) exposure and state nexus; filings may be required even with losses.
- Single-member foreign-owned LLCs that are disregarded generally must file Form 5472 (with a pro-forma 1120) when there are reportable related-party transactions.
State taxes: vary (income/franchise taxes, minimum fees like California’s, annual reports).
Sales tax: based on economic nexus (post-Wayfair, many states use ~$100k sales/200 transactions thresholds). Marketplaces often collect for you, but direct sellers must register/file if they have nexus.
Payroll & employment in the US trigger federal/state payroll taxes, I-9 verification, workers’ compensation, and state labor law compliance.

D. Immigration reality check

Incorporation does not grant the right to live or work in the US.
Common founder pathways:
- L-1 (after running a qualifying foreign company for ≥1 year; transfer to related US entity),
- O-1 (extraordinary ability),
- H-1B (employer-sponsored specialty occupation; lottery/quotas),
- International Entrepreneur Parole (a parole, not a visa; requires investment/traction).
The E-2 treaty investor route is not available to Philippine nationals (the Philippines isn’t an E-2 treaty country).

E. Privacy, consumer, and sector laws

No single federal omnibus privacy law; comply with FTC Act (unfair/deceptive acts) and state privacy statutes (e.g., California), plus sectoral regimes (HIPAA, GLBA, COPPA), and payment rules (PCI DSS).
Regulated activities (fintech/health/education, etc.) may require licenses or approvals at federal/state levels.

4) Cross-border operating risks to watch

Permanent Establishment (PE) & nexus: A Singapore or US entity with people or agents working in the Philippines (or vice-versa) can create a taxable presence there. Contracts, decision-making, and where services are performed matter.
Intercompany agreements: Paper your PH ↔ SG/US service, IP, and cost-sharing agreements. Price at arm’s length; retain benchmarking support.
Withholding taxes: Cross-border payments (dividends, interest, royalties, services) can trigger withholding in the paying country and credit in the recipient’s country.
Banking & sanctions: Expect sanctions screening and enhanced due diligence for certain industries or geographies.
Hiring in the Philippines for a foreign OpCo: Using PH contractors vs. a PH subsidiary vs. an EOR affects tax, labor law coverage, social contributions, and PE risk.

5) Structuring choices (with Philippine implications)

Option A: You personally own a foreign company (SG or US)

Pros: Fast, simple, fewer PH corporate filings.
Cons: Worldwide income taxed to you in PH; more difficult to bring in co-founders/investors later; estate planning; treaty access may be weaker than via a PH holdco.

Option B: Philippine HoldCo owns SG/US OpCo

Pros: Cleaner cap table for investors; possible treaty positioning; distributions return to PH HoldCo (check foreign-sourced dividends rules and possible exemptions/conditions under Philippine law).
Cons: Transfer pricing, related-party returns, and dual compliance; FX flows must be documented.

Option C: SG HoldCo with US OpCo (or vice-versa)

Used for global scaling or to fit VC preferences (e.g., DE C-Corp parent). Consider impact on Philippine residency and whether the PH presence (team/sales) creates PE.

6) Step-by-step checklists

Singapore setup (Pte. Ltd.)

Confirm immigration plan (EntrePass/EP or operate remotely; arrange resident director).
Reserve company name; appoint secretary; set registered office.
Prepare constitution, share allotment, cap table, board/shareholder resolutions.
File incorporation (ACRA/BizFile+); obtain UEN.
Open bank/fintech accounts (KYC package ready).
Register for GST if required/beneficial; set up accounting and payroll.
Implement PDPA program (DPO, policies, vendor contracts, breach plan).
Calendar ECI, annual return, tax filing, and XBRL obligations.
Secure sector licenses if applicable.

US setup (LLC or C-Corp)

Choose state (e.g., Delaware) and registered agent.
File formation documents; adopt bylaws/operating agreement; issue founder equity (consider 83(b)).
Obtain EIN; register state/local taxes; get licenses.
Open bank/fintech accounts (KYC; BO info).
FinCEN BOI reporting (CTA) if required; diary update deadlines for ownership/management changes.
Configure sales tax collection where you have nexus.
Set up payroll, I-9, and workers’ comp if hiring in the US.
Implement privacy/security program suited to states where you operate.

Philippine side (for either route)

Map tax residency and filing posture (individual or PH HoldCo).
Set up transfer pricing support if related-party transactions will exist.
Prepare FX documentation for outward investments and banking source-of-funds evidence.
Align treaty and foreign tax credit documentation.
Confirm PH securities position before soliciting funds locally.
Implement PH data privacy compliance if handling PH personal data.
Track PE/nexus risk where your team actually works.

7) Special notes & practical tips

Nominee director arrangements (SG): Use reputable licensed CSPs; ensure the board actually functions and the nominee’s role is documented. Substance matters for tax and governance.
Remote banking: Even if incorporation is quick, bank approval can take longer. Line up initial contracts/invoices, a website, and professional references to support your application.
Cap table hygiene: Issue equity early, paper IP assignment, and use vesting. Sloppy early issuances cause diligence pain.
Accounting from day 1: Keep clean books, especially for intercompany charges. Back-dating TP documentation is risky.
US founders outside the US: An LLC with foreign owners can trigger unexpected filings (e.g., Form 5472) — don’t ignore these.
Visas last: Don’t breach immigration rules. You can own a company without working in-country; limit activities to what your current status permits until the work pass is granted.

8) FAQs (Philippine founders)

Can I run everything from the Philippines and just register abroad? Yes, but if management/teams sit in the Philippines, you can create PH tax nexus/PE, and your residency means PH tax on worldwide income. Price and document intercompany services properly.

Is a Delaware C-Corp mandatory for VC funding? It’s the standard for US venture capital, but not legally mandatory. If you start in SG, investors may require a flip to a Delaware parent later.

Can a Philippine citizen get an E-2 investor visa? No. The Philippines is not an E-2 treaty country. Consider L-1, O-1, H-1B, or International Entrepreneur Parole depending on your facts.

Will Singapore tax profits earned outside Singapore? Singapore taxes Singapore-sourced income and certain foreign-sourced income received in Singapore (with exemptions available if conditions are met). Work with SG tax counsel on your exact flows.

Are foreign-sourced dividends to a PH corporation taxable? They can be exempt under specific Philippine rules if conditions are satisfied (e.g., reinvestment and other requirements). This is technical — confirm eligibility before relying on it.

9) Document pack you’ll likely need

Founders’ IP assignment and confidentiality agreements
Bylaws/Operating Agreement, shareholders’ agreement, ESOP plan/docs
Board/shareholder resolutions, stock purchase docs, 83(b) election (US stock)
Intercompany service/IP license agreements (if PH + SG/US entities)
Privacy policy, data processing addenda with vendors
Transfer pricing documentation (benchmarking)
Bank KYC pack (passports, proof of address, org chart, business plan, initial contracts/invoices)

10) What to do next

Pick your target (SG vs US) based on customers, investors, talent, and immigration strategy.
Sketch structure (direct ownership vs PH HoldCo).
Engage counsel/CSP in the chosen jurisdiction and a PH tax advisor.
Sequence: incorporate → bank/KYC → tax registrations → privacy/TP → immigration (if needed) → commercial go-live.

If you want, tell me a bit about your business model, where your customers are, your hiring plan, and investor expectations — I can propose a tailored structure and a jurisdiction-specific checklist you can use immediately.