Singapore Branch Office Registration

Analyzing the Singapore Branch Office Registration Procedure

Branch office is nothing, but a legal extension of the parent company. It is one of the three options available for foreign companies to set up a company in Singapore. A branch office is not considered as a separate entity, and all the debts and losses incurred by it, are the liabilities of the foreign parent company. ACRA is the sole authority governing the Singapore Branch Office Registration procedure and under its guidelines a branch office must be registered.

With the primary aim of generating revenue and profit, the parent company based at overseas indulges in Singapore branch office registration setup. In case of any breach activities, the claimant is allowed to approach the Singapore court of law, in order to initiate the legal proceedings against its foreign headquarters. This can be done, by the virtue of the branch being located in the Singapore’s jurisdiction.

Requirements for Singapore Branch Office Registration Setup

It is recommended that a foreign company interested in Singapore branch office registration should take assistance from a professional Singapore company incorporation service provider. Seeking help from such an experienced and expert entity, will eventually help foreign companies in nullifying the hassles associated with paperwork and all other company incorporation formalities in an unknown country.

• Singapore Branch Office Name – The important aspect of the Singapore branch office registration setup is choosing a similar name for the branch office, which should coincide or correspond with the name of the parent company. In addition, the name should also be approved by ACRA.

• Number of Officers – The branch office should have at least one authorised representative who is Singapore citizen, and above 18 years of age. These officers are responsible for the business operations of the branch office. Anyone who is a natural citizen of Singapore, a permanent resident, or bearing a valid employment pass can be appointed to work in the branch office.

• Branch Office Activities – The activities and functions of the branch office must be as per the original Memorandum and Articles of Association (M&A) of the parent company. It is not at all necessary to dictate a separate M&A at the time of Singapore branch office registration.

• Registered Address for the Branch Office – By law, it is necessary to provide a registered physical address at the time of Singapore branch office registration setup. The Singapore Companies Act states the necessity of mentioning the name and the place of incorporation of the branch office, on all of its business correspondence.

Documents To Be Furnished During Singapore Branch Office Registration Setup

All the documents mentioned below must be in English. If they are not in English, they must be translated in English, and then submitted.

1. Duly certified copy of Certificate of Incorporation of the foreign company
2. Duly certified copy of the Memorandum and Articles of Association (M&A) of the parent company
3. Details of the directors of the foreign company
4. A memorandum from the parent company, that gives the details of the agents who will work in the Singapore branch office
5. A memorandum provided by the parent company, stating the extent of powers that can be executed by the Singapore branch office
6. Address of the registered branch office

Singapore branch Office Registration Process and Timeline

The firm engaged for registration process will take care of all the registration formalities. There is no need for the company executives to visit Singapore for registration. The incorporation usually is carried out in two steps i.e.

1. Approval of Name
2. Registration of the Entity

The name of the branch office should be in correspondence to its headquarters. It should not be identical to any other company’s name, and should be decent enough.

If all the necessary documents are ready, and signed by the concerned authorities on time, the name approval and the entire Singapore branch office registration setup can be completed in 1-2 days.

Upon completion of the Singapore branch office registration formalities, the registrar sends an email notifying and confirming the registration of the Singapore branch. Usually the e-mail serves as a proof of the company registration, and hard copy is not required. However, a hard copy can be issued through a separate application after paying subsequent fees.

Opening of a Bank Account

 After the registration process is complete, a bank account needs to be opened in any one of the banks in Singapore. It is during this process, that the banks may require the presence of the owners, directors or the agents to be present.

Taxation Regime

Singapore branch office is taxed as per the non-resident tax regime. The non-resident companies are not eligible for tax incentives or relief schemes meant for resident companies. The branch is required to file its tax return on an annual basis.

Section 373 of the Singapore Companies Act, makes it mandatory for a foreign company to file its Annual report, and the accounts summary of its Singapore Branch Office, within two months of its Annual General Meeting. However, post Singapore branch office registration setup, the branch can file its annual taxes and accounts summary within 7 months from the end of the financial year, whichever comes earlier.