The Singapore Companies Act defines a foreign company as a company, corporation, society, association or other body incorporated outside Singapore or an unincorporated society, association or other body that does not have its head office or principal place of business in Singapore, and that may, under the law of its place of origin, sue or be sued; alternately, the company may hold property in the name of the secretary or other officers of the body or association duly appointed for that purpose.
Before any foreign individual or entity can conduct any business transaction or any activity that is continuously carried out for the purpose of profit in Singapore, it must first be registered with the Accounting and Corporate Regulatory Authority (ACRA).
Setting up a Singapore branch office is one of the options foreign entrepreneurs and entities that are interested in establishing a business presence in Singapore can explore. Other options include the setup of a subsidiary office and a representative office.
We offer branch office registration assistance to foreign individuals and entities who want to establish a business presence in Singapore.
Singapore Branch Office Characteristics
The following are the characteristics of a Singapore branch office:
- The branch office is considered as an extension of the foreign company. As such, it is not a separate legal entity.
- A branch does not have its own Memorandum and Articles of Association (MAA). Its structure, shareholders, and the business activities a branch carries out are directed by the MAA of its parent company.
- The branch office must have the same name as the foreign company.
- It must also carry out the same business activities.
- It must have a registered office address in Singapore.
- The foreign company will be held responsible for any liabilities incurred by its branch office.
- An Employment Pass must be secured for any foreign staff relocating to Singapore.
Advantages of Setting up a Singapore Branch Office
- A branch office allows foreign corporations to expand their business operations in Singapore and explore the Singaporean market.
- Establishing direct connection with local agents and distributors is also possible.
- Having a Singapore location can provide a good platform for brand building.
Disadvantages of Setting up a Branch Office
- For tax purposes, a branch office is considered a non-resident. Therefore, it will not be eligible for any tax exemptions or incentives usually allowed for new startups in Singapore.
- Since the branch office is not considered as a separate legal entity, the foreign parent company will be held responsible for all incurred liabilities.
Singapore Branch Office Setup: Key Requirements
You will need to prepare the following information and documents for your branch office setup:
- A certified copy of the certificate of incorporation in the foreign country;
- A certified copy of the instrument defining its constitution;
- A list of the directors with their respective professional profiles;
- If any of the directors are a Singapore resident and member of the local board of directors, then a memorandum stating the powers of the local directors must be furnished;
- A Memorandum of Appointment or Power of Attorney of two or more local agents who are authorised to accept notices served on the branch on its behalf. The local agents must be natural persons residing in (not necessarily citizens of) Singapore;
- A statutory declaration in prescribed form made by the agent confirming particulars of the branch;
- A notice of location of the registered office in Singapore;
- Original documents of the foreign corporation must be certified translated copies in English to be filed with the ROC.
If you have difficulty finding a local agent, we are able to provide you with two Nominee Local Agents. The Nominee Local Agents will not have any role in the company except to satisfy the statutory requirements of a local resident agent for the registration of the new branch office in Singapore.
Upon the successful registration of the foreign company and before commencement of business activity, the head office must appoint two representatives to replace the two Nominee Local Agents upon the approval of their employment passes.
The duties of the local agents include the following:
- The charter, statutes, memorandum or articles of the head office, or other instrument lodged with ACRA;
- The directors and changes in the particulars of directors of the head office;
- The agent or agents of the company or the address of any agent;
- The situation, address, or designation of situation or address of the registered office of the company in Singapore, or of the days or hours during which it is open and accessible to the public;
- The address of the registered office of the head office in its place of incorporation or origin;
- The name of the head office;
- The powers of any directors resident in Singapore who are members of the head office’s local board of directors;
- Increases of its authorised share capital;
- Submission and electronic filing of the annual head office and branch accounts with ACRA .
Registered Office in Singapore
At Richmond, we are able to provide you with a cost-effective and credible Central Business District registered office address. Our service includes the receipt and collection of all business correspondences on your behalf. You may also use this address in your company stamps, business cards, letterheads, and other corporate correspondences. At your request, the mail can be couriered to you once a month for a minimum handling fee of S$12.