This post is also available in: 简体中文 (Chinese (Simplified))

Singapore Branch Office Setup | Foreign Company Registration in Singapore

Singapore Branch Office Setup | Foreign Company RegistrationIf you run a foreign company and wish to set up Singapore operations, you have three options:

  1. A subsidiary
  2. A representative office
  3. A branch office

In this article, we are going to explain on how to set up a branch office in Singapore.

Note that most small and midsized foreign companies register subsidiaries in Singapore rather than setting up a branch office.

The preference for subsidiaries in Singapore could be because a branch office will have to fulfil the Continuing Compliance Obligations eg preparation of Financial Reports, Audit etc unless it qualifies and exemption criteria and exemption is granted. A branch office will be owned 100% by the head office, must file branch office’s as well as the parent company’s audit reports, will be taxed as a non-resident entity as local tax benefits are not available for branch offices, not qualify for group relief, cannot claim foreign tax credit, etc.

Due to the above reasons and the preference by clients to set up subsidiary companies rather than branch offices, we are no longer providing branch registration services to our clients.

To explore your other options, see foreign company set up options in Singapore.

A branch office must appoint at least one person living in Singapore to be its local authorised representative. The authorised representative has the responsibility of accepting notices on behalf of the branch office.

The directors and authorised representatives may report an alternate address with the Registrar. The alternate address must be located in the same jurisdiction as the individual’s residential address. Therefore if the officer is a local resident, his alternate address cannot be a foreign address. The alternate address cannot be a P.O. Box address and must be an address where the person can be contacted.

 

INFORMATION REQUIRED

You’ll need the following information to set up your Singapore branch office:

  • Branch office name (must be the same as that of the parent company)
  • Brief description of business activities
  • Parent company’s financial year end
  • A copy of Parent company’s latest financial statements – if the law for the time being applicable to the Parent company in the place of its incorporation or formation requires financial statements of the Parent company to be prepared
  • A certified copy of the certificate of incorporation or registration in the place of incorporation or origin, or a document of a similar effect — must be certified by the Registrar of Companies, any other equivalent certifying authority or a Notary Public
  • A certified copy of the parent company’s charter, statute or memorandum and articles or other instrument or documents defining its constitution — must be certified by the Registrar of Companies, any other equivalent certifying authority or a Notary Public
  • A certified true copy of the current extract of the parent company’s particulars — must be certified by the Registrar of Companies, any other equivalent certifying authority or a Notary Public
  • The list of the parent company’s directors and their personal particulars, i.e. passport number, residential address, nationality, date of birth, date of appointment as director of the foreign company. Download – List of Director
  • The list must include directors residing in Singapore who are members of the local board of directors, if any and a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors, Download – Local Director
  • A memorandum of appointment or power of attorney under the seal of the foreign company or executed on its behalf in such manner as to be binding on the company, stating the names and addresses of local authorised representative authorized to accept on its behalf service of process and any notices required to be served on the company. The memorandum of appointment or power of attorney must be verified and accompanied by a duly signed statutory declaration (for commonwealth countries) or affidavit (for non-commonwealth countries). Download – Statutory Declaration
  • A minimum of one local authorised representative is required. Please provide us a copy of the local Singapore authorised representative NRIC with his/her contact information (telephone and email). If he/she is an Employment Pass holder, please provide his/her copy of passport, work pass, proof of residential address in Singapore. In addition, please provide us a copy of the memorandum of appointment of local authorised representative. Download – Branch Memo Appoint Local Agent.
  • A Singapore registered office address (registered office address or physical office address), if any.
  • A principal activities description (maximum of two activities) accompanied by the appropriate SSIC Code, if any. You can look up SSIC Codes at Search SSIC Code for Business Activity

Singapore Branch Office FAQ

Q1: What is Singapore Branch Office?

A1: A company incorporated outside Singapore is considered a foreign company. A foreign company must register an entity in Singapore before commencing its business activities here.
A Singapore branch is thought of as an extension of a foreign company which establishes a place of business or carries on business in Singapore. It is not a separate legal entity. Unlike a Singapore subsidiary, the parent company of a branch office is implicitly liable for all the debts and liabilities of the branch office. A claimant can use the Singapore court system to commence legal proceeding against the headquarters, because its branch is located in the Singapore jurisdiction.

Q2: How long is the processing time?

A2: Due to the various benefits of setting up a subsidiary company over a branch office and the preference by clients to set up subsidiary companies rather than branch offices, we are no longer providing branch registration services to our clients.

The Singapore branch’s name must be the same as that of the parent company. The authorities will generally approve the name unless it is identical to any existing company name or is vulgar or dirty in nature.

Assuming that the necessary documents are ready and that there are no delays getting the name approved, the registration of a Singapore branch can be completed in one to two days.

However, it may take from 14 days to two months if the application needs to be approved or reviewed by other authorities. For example, if you want to set up a private school, the application will go to the Ministry of Education.

Q3: What do I need to update ACRA subsequently if there are any changes in parent company?

A3: Notify the Registrar within 30 days when any changes occur to:

  • the charter, statutes, memorandum or articles of the parent company or  other instrument lodged with the Registrar ;
  • the identities or particulars of the directors of the parent company;
  • the identities or particulars of authorised representative;
  • the registered office address of the Singapore branch and in its place of incorporation or origin of the parent company;
  • parent company name;
  • powers of any directors resident in Singapore who are on the board of parent company;
  • share capital; and
  • a change to registered number of members (only applicable to foreign companies not having a share capital). The foreign company has to file with the Registrar, within one month, an Order18 restraining further proceedings against the parent company (except by leave) following a compromise with creditors and members being effected

If the foreign company ceases to have a place of business or to carry on business in Singapore, it must notify the Registrar within seven days. After the expiration of twelve months, the foreign company will be removed from the register.

A foreign branch has to cease its Singapore operations if its head office has been dissolved or is in liquidation. The authorised representative of the foreign branch is required to notify the Registrar within 14 days after the commencement of the liquidation or the dissolution or within such further time as the Registrar in special circumstances allows.

Q4: Are we required to visit Singapore to register our branch office?

A4: Due to the various benefits of setting up a subsidiary company over a branch office and the preference by clients to set up subsidiary companies rather than branch offices, we are no longer providing branch registration services to our clients.

Anyway, it depends on your appointed agent if you are required to visit Singapore to register the branch office. However, for any bank account opening process, most bank will generally require a physical presence by the foreign company directors and authorised signatories. Such physical meetings with the bank managers will facilitate the process.

Q5: Can I setup the branch office myself?

A5: Any foreign company wanting to register a Singapore branch must hire a qualified filing agent i.e. professional services firm in Singapore e.g. law firm, accounting firm, or corporate secretarial firm.

Q6: Does my branch office need a memorandum and articles of association?

A6: The parent company’s memorandum and articles of association (MAA) direct the shareholders, the company structure and the company’s activities. There is no separate MAA for the branch office.

Q7: Will I get hardcopy certificate of registration for my branch office?

A7: The Company Registrar will send an email notification confirming the registration of the Singapore branch. The Registrar no longer feels the need to issue a hardcopy certificate, unless specially requested by applicants via a separate application after registration of the entity. In Singapore, email notification suffices for all business matters such as opening a bank account, signing an office lease agreement, etc.

Q8: How can I open bank account after setting up the branch office?

A8: After registering a Singapore branch, you can apply for a corporate account in any of the several Singapore international and local banks. The precise procedure for opening an account may be different from one bank to the other. Some banks need the directors or authorised representative to be present in person to open the account. You can find further details about opening a corporate bank account in Singapore at this Guide for the Opening Corporate Bank Account in Singapore.

Q9: I hate paying taxes. Must I pay tax on the money I make through the Singapore branch office?

A9: Yes, revenues earned by Singapore branch office are also subjected to Singapore tax. For tax purposes, a Singapore branch office is normally considered a non-resident company. Non-resident companies don’t get tax benefits from available tax incentives and tax treaties meant for resident companies.

Q10: What are the annual filing requirements of a Singapore branch office?

A10: You need to file every year.

Head Office Accounts
Section 373(1) of the Companies Act (the “Act”) has rules that depend on whether a parent company is required to hold an annual general meeting (“AGM”) and to prepare a balance sheet and the requisite documents by the laws of the place of its incorporation or origin.

  • If it does, then it must file its balance sheet and the requisite documents (hereafter termed as “Head Office Accounts”) within two months following its AGM.
  • If it doesn’t, then it must file a balance sheet and such requisite documents as if the foreign company is a public company incorporated under the Act (i.e. a set of audited accounts which complies with the Singapore Financial Reporting Standards (“SFRS”)), within seven months following the end of its financial year.

You must attach a declaration verifying that the accounts are true copies.

Branch Accounts
In addition to filing of Head Office Accounts mentioned above, Section 373(5) of the Act requires a foreign company to file the audited accounts of its Singapore branch. Insofar as practicable, the filing must comply with the SFRS and give a true and fair view of the branch’s operations in Singapore for the preceding financial year of the foreign company (hereafter termed as “Branch Accounts”).

The local agents of the foreign company must file the “Annual Filing of Account by a Foreign Company” via BizFile.

Relief for a Foreign Company under Section 373(5) and Section 373(7)
A foreign company which is unable to comply with the above requirements may apply to the Registrar under Section 373(5) of the Act for waiver to file its Branch Accounts. However, there is no provision under the Act to waive the filing of the Head Office Accounts.

The foreign company may also apply to the Registrar under Section 373(7) of the Act for relief from requirements relating to the form and content of accounts or reports lodged. This is applicable to both the Head Office Accounts and the Branch Accounts.

Time frame to apply for such a relief under Section 373
A foreign company which is required to hold an AGM and to prepare a balance sheet and the requisite documents by the laws of the place of its incorporation or origin – before the due date of its filing of accounts.

A foreign company which is not required to hold an AGM and to prepare a balance sheet and the requisite documents by the laws of the place of its incorporation or origin – within 7 months from the end of the foreign company’s last financial year.

A foreign company which is not required to hold an AGM and to prepare a balance sheet and the requisite documents by the laws of the place of its incorporation or origin – can file for extension of time of up to a maximum of 2 months, for the filing of Head Office Accounts and Branch Accounts, provided that the application is made within the 7 months from the financial year end of the foreign company.

Applications that do not adhere to the time frame stated above will be rejected.

Waiver from Filing Branch Accounts under Section 373(5)
For an application for waiver from filing Branch Accounts, it will only be approved if the Registrar is satisfied that the following conditions are met:
– It is impractical to comply with Section 373(5) having regard to the nature of the foreign company’s operations in Singapore;
– It would be of no real value having regard to the amount involved; It would involve expense unduly out of proportion to its value; or
– It would be misleading or harmful to the business of the foreign company or to any company which is deemed by virtue of Section 6 to be related to the foreign company.

Relief from requirements as to Form and Contents of Accounts or Report under Section 373(7)
The application for relief from the requirements relating to the form and content of accounts or reports lodged will only be approved if it meets the following criteria:
– Compliance with the requirements would render the accounts or reports misleading;
– Compliance with the requirements is inappropriate to the circumstances of the foreign company; or
– Compliance with the requirements would impose unreasonable burden on the foreign company.

Q11: As a foreign company, should we register a branch or a subsidiary in Singapore? We are an overseas company. Does this mean we need to register a Singapore branch?

A11: You have the option of registering a Singapore branch office or a Singapore subsidiary company. Most foreign companies prefer to register a subsidiary company for the following reasons:

  • The liability of a subsidiary company is limited the share capital of the subsidiary and does not extend to the parent company.
  • A subsidiary is considered a local resident entity and therefore eligible for local tax incentives.
  • A subsidiary company is eligible for double tax treaty benefits.
  • A subsidiary is not required to file financial accounts of its parent company.
  • A subsidiary is not restricted to the business activities of its parent company.