Singapore Branch Office Registration Guide

Singapore branch office is one of the three options for foreign companies wishing to setup their presence in Singapore. The other two options include a Singapore subsidiary or a representative office. Among the three options, setting up a branch office is the least popular option among small to medium size foreign companies because of some of the reasons as mentioned in this article. To read more about various registration options available in Singapore to foreign companies, refer to Foreign Company Registration Options in Singapore guide. For a side-by-side comparison, see Comparison of Foreign Company Registration Options.

Singapore is considered as one of the most developed and outward looking economies in the attractive Asian region. The city-state fosters a highly liberalized business regime with government and its agencies keen on attracting foreign investments and ventures in the high value added manufacturing and services sectors. Thousands of foreign companies are attracted to Singapore every year, because of its proactive policies, stable and efficient government, along with its integral benefits as a progressive hub for many of the high growth sectors.

Singapore Branch - Type of Business Entity

Any activity that is carried in Singapore on a continuous basis with a profit making purpose needs to be registered with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. 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 a legal entity registered with the company registrar in Singapore. However, a Singapore branch is considered an extension of the foreign company and not as a separate legal entity. Unlike a Singapore subsidiary, the parent company is implicitly liable for all the debts and liabilities of the branch office. A claimant can approach the Singapore courts of law to initiate legal proceeding against the headquarters, by virtue of its branch being located in the Singapore jurisdiction.

Basic Requirements for Setting Up a Singapore Branch

Any foreign company wishing to register a Singapore branch must engage the services of a professional services firm in Singapore e.g. law firm, accounting firm, or corporate secretarial firm.

Name

The name of Singapore branch must correspond to the name of the foreign company.

Officers

A Singapore branch must appoint 2 agents who are ordinarily resident in Singapore, i.e. a Singapore citizen, a permanent resident, or a foreigner who has been issued an employment pass/dependent pass. The agents should be natural persons of at least 18 years of age. Foreign companies that plan to relocate any of the staff members from head office to Singapore can apply for their Employment Pass after branch office registration.

Constitution and Activities

The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.

Registered Address

A Singapore branch must have a registered office located in Singapore. As required by Singapore Companies Act, the branch office must mention its name and the place of incorporation on all its business correspondence and also outside its place of business in Singapore.

Documents Required

In general, the following documents/information is be required for registerting a Singapore branch office:

• A certified copy of the Certificate of Incorporation of the foreign company
• A certified copy of Memorandum and Articles (MAA) of the foreign company
• Partculars of the directors of the foreign company 
• A memorandum of appointment and details of at least two persons resident in Singapore who will act as the agents for the Singapore branch Office
• A memorandum executed by or on behalf of the foreign company stating the powers of the local agents
• Details of the registered office in Singapore

Any documents not in English must be translated in English through official channels before submission.

Registration Procedure and Timeline

The professional firm hired to handle the branch office registration will take care of all the necessary registration formalities. No physical visit of company executives is required from headquarteres. The registration process consists of two basic steps: 1) name approval; and 2) entity registration.

The name for the Singapore branch must be the same as that of the parent company. It will generally be approved unless it is identical to any existing company name or is vulgar in nature.

Assuming necessary document are ready and there are no delays in the name approval process, registration of a Singapore branch can be completed in 1-2 days.

The company registrar will send an email notification confirming the registration of the Singapore branch. The registrar no longer issues any hardcopy certificate, unless specially requested by the company through a separate application post registration of the entity. Email notification is sufficient in Singapore for all business matters such as bank account opening, signing an office lease agreement, etc.

Bank Account Opening

After registering a Singapore branch, a corporate account can be opened in any of the several international and local banks in Singapore. Multiple account of various currencies or single multi currency account may be opened. The account opening procedure varies across the banks and some banks require the directors or agents to be present in person while opening the account. Further details about opening a corporate bank account in Singapore can be found in Singapore Bank Account Opening guide.

Taxation of Singapore Branch

A Singapore branch is considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax benefits resulting from available tax incentives and tax treaties meant for resident companies. For more information on corporate taxes, see Singapore Income Tax guide.

Section 373 of the Companies Act requires a foreign company to file its annual report and the audited accounts of its Singaporean branch office within two months of its Annual General Meeting, or within 7 months from the end of its financial year.

In order to facilitate a pro-business environment, Singapore government continually reviews and renews the business legislations in order to adapt to the evolving needs and to be in tune with the international developments. As part of these facilitation efforts, in October 2007, the authorities called for a Public Consultation and opinion on the regulatory regime and registration process of foreign companies in Singapore. Opinions and comments were received and the review is currently under progress. It is expected that the outcome of this exercise may reduce regulatory burdens on the foreign companies and render similar treatment to both foreign and Singapore-incorporated local companies when they are in comparable situations.

Other Related Topics

Singapore Branch | Singapore Subsidiary | Singapore Representative Office