Singapore Branch Office Registration
A Singapore branch office is one of the three company structure options that foreign companies can set up in Singapore. This article provides an overview of the Singapore branch office registration process, documents you may need and other logistics that you need to consider when setting up a company in Singapore.
Singapore branch office as a business entity
Any activity conducted in Singapore on a continuous basis with a purpose to generate profit needs to be registered with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore as a business entity. A company incorporated outside Singapore is considered a foreign company. A foreign company must register an entity in Singapore before it is allowed to commence business activities here.
Upon registering with the company registrar in Singapore, a Singapore branch office will become a proper legal entity. 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 of a branch office entity 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.
Key Registration Requirements
Any foreign company wishing to register a Singapore branch office is advised to engage the services of a professional corporate services firm in Singapore e.g. law firm, accounting firm, or corporate secretarial firm. Here are some administrative matters that need to be considered and/or fulfilled as part of the incorporation process:
- Name. The name of Singapore branch must correspond to the name of the foreign company.
- Officers. A Singapore branch must appoint at least 1 authorised representative who is ordinarily a resident in Singapore, i.e. a Singapore citizen, a permanent resident, or a foreigner who has been issued an employment pass. The agents should be natural persons of at least 18 years of age. Foreign companies that plan to relocate one or more of their staff members from the head office to Singapore, can apply for employment pass for such individuals after the branch has been registered.
- Constitution and Activities. The shareholders, structure of company and its activities are directed by foreign company’s Constitution. There is no separate Constitution 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 for Registration
In general, the following documents/information is be required for registering a Singapore branch office:
- A certified copy of the Certificate of Incorporation of the foreign company
- A certified copy of the Constitution of the foreign company
- Particulars of the directors of the foreign company
- A memorandum of appointment and details of at least 1 person resident in Singapore who will act as the authorized representative for the Singapore branch office
- A memorandum executed by or on behalf of the foreign company stating the powers of the local authorised representative
- Details of the registered office address in Singapore
- Latest audited financial statements of parent company, if required to be prepared in parent country
Any documents not in English must be translated in English before submission. The firm you have hired may require additional documents as necessary.
Registration Procedure and Timeline
The professional corporate services firm hired to handle the branch office registration will take care of all the necessary registration formalities. Company executives from headquarters are not required to make a physical visit for the registration process. 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, subject to approved client due diligence.
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. The exact account opening procedure may vary from one bank to another 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 the 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. The Singapore corporate tax rate is at 17%. For more information on corporate taxes, see Singapore corporate tax guide.
Annual Filing Requirements
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 whichever is earlier. Also, each Singapore branch is required to file a Tax Return on an annual basis.
For additional information on branch office setup, refer to Singapore Branch Setup FAQs.
To find out more about registration options available to foreign companies looking to set up a company in Singapore, see foreign company registration options in Singapore.
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