Short version: most foreign-owned Singapore holdcos don’t need to worry about it. A nominee director, modest local spend, and no employees is a perfectly normal — and perfectly compliant — setup. The tool below only matters if you’re claiming a specific benefit where substance is what unlocks it.
If your SG entity claims the 5% / 10% / 12.5% treaty rate on dividends from Indonesia, Vietnam, the Philippines, Thailand, or India, the source-country tax authority can deny that rate if it views the SG entity as a 'letterbox'. The default WHT then applies — often 20–25%.
Concessionary tax rates (5–10% on IP income under IDI, 8% on treasury income under FTC, etc.) are conditional on demonstrable activity in Singapore. Modified-nexus tests literally calculate the concessionary share from your local R&D / OPEX. Without substance, the income falls back to the standard 17% rate.
These are negotiated commitments — minimum headcount, OPEX, and decision-making in Singapore — exchanged for a 5–15% concessionary rate. EDB reviews delivery against the commitments annually; sustained underperformance can step the rate up or claw the award back.
US (Subpart F, GILTI), UK CFC rules, Australian CFC, EU ATAD — many parent-jurisdiction regimes can pull SG income back into the parent's tax base when SG substance is thin. The threshold isn't IRAS; it's the parent's tax authority looking at what you actually do in Singapore.
If you’re not in one of the scenarios above, substance probably isn’t the thing to focus on. Most of our Singapore clients fall in this group:
A nominee director provided by a corporate-secretary firm is the standard way foreign-owned SG entities meet the Companies Act’s resident-director requirement. It is not, on its own, a substance problem.
Answer below and you’ll get a score, a per-criterion read, and a plain-English summary. Built so a properly-run nominee-director holdco scores well — what we’re scoring is governance, not headcount.
Answer all five questions to see your result.
Substance reviews come up most often around treaty disputes, EDB renewals, and parent-country CFC audits. Tell us your situation and we’ll walk through what would actually matter for your case — and what wouldn’t.