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Singapore Branch Office Setup | Foreign Company Registration in Singapore

If 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 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. To explore your other options, see foreign company setup options in Singapore.
In a rush?

  • You can set up your branch office today! The price is $1,100 (W/GST $1,177), and you don’t even have to visit our office in Singapore!

CHOOSE A SINGAPORE BRANCH FORMATION PACKAGE

  • Singapore branch office registration with local authorised representative – Pick this option if you want a Singapore branch office and engaged your own local authorised representative in Singapore.
  • Singapore branch office registration without relocation – Pick this option if you want a Singapore branch office but are not planning to relocate here.
  • Singapore branch office registration with relocation – You want this option if you plan to have a Singapore-based employee run your branch office’s operations. The employee will need an employment pass, which requires a qualifying degree and/or work experience that is relevant to the position.

Package Fees for Singapore Branch Office Registration (Singapore dollars)

Package

With Local Authorised Representative

Fee (SGD)

Without Relocation

Fee (SGD)

With Relocation

Fee (SGD)

Branch Office Setup *

$1,100 (W/GST $1,177)

$1,100 (W/GST $1,177)

$1,100 (W/GST $1,177)

Registered Address

$300 (W/GST $321) ^

$300 (W/GST $321)

$300 (W/GST $321)

Secretarial Agent services

$700 (W/GST $749)

$700 (W/GST $749)

$700 (W/GST $749)

Opening of Singapore bank account **

Free for OCBC

Free for OCBC

Free for OCBC

Local authorised representative services ***

Not applicable

local authorised representative at $2,000 (W/GST $2,140) per year

Temporary 1 local authorised representative at $1,000 (W/GST $1,070) for 4 months

Refundable Deposit

Not applicable

$2,000

$2,000

Employment Pass ****

Not applicable

Not applicable

$1,000 (W/GST $1,070)

TOTAL BRANCH OFFICE SETUP COST (including deposit)

$2,100 (W/GST $2,247)

$6,100 (W/GST $6,387)

$6,100 (W/GST $6,387)

^ If you can provide a local Singapore address as the registered address of the branch office, the fee will not be applicable for the Singapore branch office registration with local authorised representative package.

* There is an additional charge of $900 (W/GST $963) for registration of foreign company without share capital. (For example, company is limited by guarantee). For any setup with more than 3 own authorised representatives and directors, an extra charge of $100 (W/GST $107) per person or entity will apply. The directors and other company officers (secretary, auditors, CEO, Managing Director, local agent) 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. An extra charge of $150 (W/GST $160.50) per officer per alternate address will apply.

** Opening of bank accounts with OCBC and Standard Chartered (“SCB”) won’t cost anything if you visit Singapore after setting up the branch office.

*** Be aware that the branch office must appoint one person living in Singapore to be its local authorised representative. These good folks have the responsibility of accepting notices on behalf of the branch office. You can save these fees my sticking your own local authorised representative in Singapore.

**** This includes as many appeals as you need to get the work pass approved. You must wait until you register the branch office before applying for a Singapore employment pass. Once the pass is approved, you won’t need nominee local authorised representative services.

Your time is important and you probably are chomping at the bit to get your branch office registered in Singapore. Your choice of 3E Accounting is perfect, because we are FAST. You will be impressed at how our friendly, efficient crew responds to your every need. We are big enough to know all the right moves and small enough to react nimbly to all requests. We won’t let you get bogged down in red tape. You can trust 3E Accounting to speed you through the process. We offer the best package of services available in Singapore. Check this out:
– Payment of professional fees for the incorporating branch office
– ACRA branch office name reservation
– ACRA government fee and our professional fee
– Preparation of necessary documents
– FREE business information profile
– FREE copies of e-certificate of registration
– FREE one round self-inking stamp worth S$27
– FREE bank introduction and opening services in Singapore
– FREE advisory on compliance requirements
– FREE monitoring of filing deadline for one year
– FREE registration consulting services
– FREE 12 months shared fax number
– FREE three months dedicated call forwarding services worth S$30 (Activation upon request)
– FREE advice to access government grants for technology purchases – 60 percent cash grants are available
– Add on 12 months of registered address services at Goldhill Plaza for only S$300 (W/GST $321).
– Add on 12 months of secretarial agent services for only S$700 (W/GST $749) (extra secretarial charges applied for adhoc services).

INFORMATION REQUIRED

You’ll need to provide the following information to info@3ecpa.com.sg to set up your Singapore branch office:

  • Your choice of registration package:
    • Singapore Branch Office registration with local authorised representative
    • Singapore Branch Office registration without relocation
    • Singapore Branch Office registration with relocation
  • Branch office name (must be the same as  that of the parent company)
  • Brief description of business activities
  • Parent company’s financial year end
  • Tell us whether the parent company is required by law in its home country to hold an annual general meeting
  • 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 your home place of incorporation or origin, or a document of a similar effect  — must be certified by the Registrar of Companies or any other equivalent certifying authority
  • A certified copy of the parent company’s charter, statute or memorandum and articles or other instrument constitution or defining its constitution — must be certified by the Registrar of Companies or any other equivalent certifying authority
  • A certified true copy of the current extract of the parent company’s particulars — must be certified by the Registrar of Companies or any other equivalent certifying authority
  • 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 (please provide clear copies of certified true copy of the directors passport) Download – List of Director
  • The list must include directors resident in Singapore who are members of the local board of directors 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
  • If you are using your own local authorised representative (a minimum of one 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 us your passport, work pass, proof of residential address in Singapore. We provide local authorised representative service if required. 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. We provide registered office service if required.
  • 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 or 3E Accounting can assist you.
  • Applicant’s contact information (name, telephone, email, etc)
  • If your branch office engaged our local authorised representative services, Kindly provide the extra information of the foreign directors and shareholders as follows:
    • Directors’ personal bank reference letter (see sample) / recent personal bank statement which is less than two months old
    • Information about the foreign company (i.e. company web site, company brochure, company bank statement, and latest financial statement)
    • The expected location of your customers and suppliers of the branch office
    • The estimated annual turnover of the Singapore branch office
    • The estimated breakdown for the revenue generated from Singapore and overseas
    • Will the business operation be based in Singapore? If not, do you need a Singapore bank account? If you do, please tell us why.
    • Why are you setting up the branch office in Singapore (e.g. running of business / investment holding / any other purposes)
  • Additional Information required for clients Who Engaged an Agent to act on their behalf
    • Agent’s contact information (name, telephone, email, etc.)
    • Agent’s Copy of passport, proof of foreign residential address and national identity card, if any
    • Agent’s copy of the registration documents containing the Certificate of Incorporation, and Certificate of Incumbency or equivalent document (Click Certificate of Incumbency to download the sample), if any
    • Copy of the Authorization letter that the customer has appointed the agent to act on his behalf

@@ Any documents not in English must be translated into English before submission. The firm you have hired may require additional documents as necessary. If so, please let us know!

STEPS TO SETUP BRANCH OFFICE

Steps for In-Person Branch Office Registration
1. Visit our office to submit the information listed above.
2. Pay cash.
3. We will set up your branch office within the same day!

Steps to Incorporate Via Email
1. Email the information listed above to us at info@3ecpa.com.sg
2. We will check the availability of the branch office name and get back to you within 24 hours.
3. Once we receive the information and confirm your name, we will email you our invoice for payment. Upon receipt of payment, we will reserve the requested branch office.
4. We will then email you all the documents requiring signatures.
5. When we receive your scanned signed documents, we will need 24 hours to perform the basic verification of your identity.
6. Once we complete the verification, we’ll setup the branch office within same day.
7. Once the branch office setup is complete, we will email you all the completed documents (i.e. business profile and various other documents). For fast delivery, we can courier the company stamp to your designated address or you may collect the stamp at our office.
Should you have any questions about Singapore branch office formation, please email us at info@3ecpa.com.sg and we will promptly reply within 24 hours.

Singapore Branch Office FAQ

A1: Any activity that you carry out in Singapore on a continuous basis for the purpose of making a profit must be registered with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. A company incorporated outside Singapore is considered a foreign company (branch office). 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 the foreign company and not as 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.

A2: We process a foreign company’s branch office name usually within 15 minutes after you pay the registration fee.

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, expect 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.

A3: Notify the Registrar within one month 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 are required to notify the Registrar within one month

A4: No, you can stay away if you like. We will use emails and document couriering to get the necessary work done. However if you want to open a bank account, it’s a good idea to visit Singapore. Almost all banks will want to talk to a stakeholder face to face.  Meeting with the bank managers facilitates the process. If you like, we might be able to arrange the meeting at our office. If you refuse to come to Singapore, the bank will conduct a phone interview, but due diligence will take longer.

A5: Not in your wildest dreams. Any foreign company wanting to register a Singapore branch must hire a professional services firm in Singapore e.g. law firm, accounting firm, or corporate secretarial firm. 3E Accounting is your best choice.

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.

A7: Yes, 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 you specially request it 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.

A8: After registering a Singapore branch, you can open a corporate account in any of the several Singaporean international and local banks. The precise procedure for opening an account may be different from one bank to the next. 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.

A9: 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.

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.

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.