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Singapore Branch Office Registration

Singapore Subsidiary Registration          Representative Office Registration          



FEATURES OF A BRANCH OFFICE
  • Not a Separate Entity. A Singapore branch is considered an extension of the foreign company and not as a separate
    legal entity. The constitution of the company and its activities are directed by the foreign parent company’s Memorandum
    and Articles of Association.

  • Unlimited Liability. 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.

  • Name. The name of Singapore branch must match that of the parent company.

  • Shareholding. The foreign parent company owns 100% of the subsidiary shares.

  • 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. 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.

  • Local Registered Address. The registered office address is the place where you need to keep the statutory records of
    the subsidiary company.

  • Audited Accounts. A Singapore branch must file audited accounts annually with Singapore income tax authorities.


ADVANTAGES

  • It allows foreign companies to explore and expand business opportunities in Singapore market.
  • It is a good platform to establish company’s brand.
  • It enables direct connection with local agents and distributors.


DISADVANTAGES
  • It is considered a non-resident for tax purposes, and therefore not eligible for any tax exemptions or incentives for new
    start-ups in Singapore.
  • It does not have separate legal identity, and therefore the foreign parent company is responsible for all its debts, losses
    and liabilities.
  • The foreign parent company is required to submit annual report and audited accounts within two months of the Branch
    Office’s annual general meeting.


DOCUMENTS REQUIRED

The following documents/information are generally required for the registration of a Singapore branch:
  • 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 address in Singapore
All documents must be in English and any non-English documents must be translated into English. Your service provider may require
additional documents as applicable.



REGISTRATION PROCEDURE AND TIMELINE

There are two distinct steps involved in the Singapore branch registration procedure:
a) Name Approval and;
b) Entity Registration.
Both steps can be accomplished in 1-2 days assuming all documents are ready and there are no delays in thename approval process.



ANNUAL FILING REQUIREMENTS FOR SINGAPORE BRANCH

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.