One of the three business structure options available to international corporations establishing offices in Singapore is the establishment of a branch office. This article gives an overview of the Singapore branch office registration procedure, the paperwork you may require, and additional considerations to consider while establishing a company in Singapore.

 

Branch office in Singapore as a business entity

Any ongoing business activity in Singapore with the purpose to generate income must register as a business entity with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. A business is regarded as foreign if it was incorporated outside of Singapore. A foreign firm must register as an entity before being permitted to start doing business in Singapore. 

 

A Singapore branch office will become a valid legal entity after it has been registered with the Singapore company registrar. A Singapore branch is not regarded as a distinct legal entity, but instead as an extension of the foreign business. In contrast to a Singaporean subsidiary, a branch office entity’s parent firm has implicit liability for all the branch office’s obligations. Due to the fact that the headquarters’ branch is situated inside Singaporean jurisdiction, a claimant may initiate a lawsuit against it in Singapore’s courts.

 

Essential Registration Requirements

Any foreign company intending to establish a Singapore branch office should seek the assistance of a professional corporate services firm in Singapore, such as a legal firm, accountancy firm, or corporate secretarial firm. As part of the incorporation procedure, the following administrative tasks must be completed or taken into consideration:

 

Name: The Singapore branch’s name must be the same as the foreign company’s name.
officers. 

 

Officers: A Singapore branch must designate a minimum of one authorized representative who resides in Singapore on a regular basis. This representative may be a foreigner with an employment permit, a Singaporean citizen, or a permanent resident. The agents must be natural individuals of at least 18 years old. Following the registration of branch, foreign businesses that intend to relocate one or more employees from their head office to Singapore may apply for an employment pass for their employees.

 

The Activities and Constitution: The constitution of the foreign business governs the shareholders, organizational structure, and operations of the company. There is no distinct Constitution for the branch office.


Address of Registration: A Singapore branch is required to have a Singaporean registered office. The Singapore Companies Act mandates that the branch office provide its name and incorporation location on all business correspondence, including outside of its Singaporean place of business.

 

The Required Documents for Registration

In general, in order to register a Singapore branch office, the following documents must be submitted: 

  • A certified copy of the foreign company’s Certificate of Incorporation
  • A certified copy of the foreign company’s constitution 
  • Qualifications of the foreign company’s directors 
  • A memorandum of appointment and information regarding a minimum of one Singaporean resident who will serve as the Singapore branch office’s authorized representative.
  • A memo outlining the authority of the local authorized representative that is signed by the foreign corporation or on its behalf.
  • Information about the Singaporean registered office address 
  • The most recent audited financial statements of parent business, if they are required to be prepared in the parent country. 

Documents that are not in English must be translated into English before being submitted. As needed, the firm you have hired may request further documentation.

 

Procedure and Timeline for Registration

All required registration requirements will be handled by the professional corporate services company assigned to manage the branch office registration. It is not required for corporate executives to physically visit the registration procedure in order to complete it. There are two main steps in the registration process: 1) Approval of name; 2) Registration of entity.

The name of the Singapore branch must match the name of the parent firm. Generally, it will be accepted unless it is vulgar in nature or exactly the same as any firm name that already in use.

Subject to authorized client due diligence, the registration of a Singapore branch can be completed in 1-2 days, provided all the required documents are available and there are no delays in the name approval procedure.

An email confirming the Singapore branch’s registration will be delivered by the company registrar. After the entity is registered, the registrar no longer issues hardcopy certificates unless the corporation specifically requests them through a separate application. Opening a bank account, signing an office lease, and other business-related transactions in Singapore can all be completed by email.

 

Opening of a Bank Account

Any of the several local and foreign banks in Singapore can open a corporate account following the registration of a Singapore branch. Different banks may have different procedures for creating accounts, and some may require the directors or representatives to be present in person. The Singapore bank account opening guide provides more information about opening a corporate bank account in Singapore.

 

Singapore Branch Taxation
For taxation purposes, a Singapore branch is considered as a non-resident firm. Tax benefits that result from relevant tax incentives and tax treaties intended for resident corporations are not available to non-resident companies. The corporate tax rate in Singapore is 17%. 

 

Requirements for Annual Filing 

In accordance with Section 373 of the Companies Act, a foreign company must file its annual report and the audited accounts of its Singaporean branch office within two months of its annual general meeting, or within seven months of the end of its fiscal year, whichever comes first. Every Singapore branch is also obliged to submit an annual Tax Return.

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