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Establish a Branch Office in Singapore

Updated on Tuesday 29th November 2016

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Foreign companies wanting to settle in Singapore can register branch offices. Compared to the Singapore subsidiary, the branch office is part of the foreign company that registered it and does not have its own legal entity. The advantage of being part of the parent company is that the foreign entity is fully liable for the branch office’s undertakings in SingaporeSingapore branch offices will not be subject to any tax exemptions unless they have a registered office or a management board in the country.

Requirements to set up a branch office in Singapore

As mentioned above, the branch office is mainly an extension of a foreign company in Singapore which is why it must carry the same name as the parent company. According to the Company Law in Singapore a branch office requires two resident agents who must deal with the registration process and other activities on behalf of it. Branch offices are also required to have a registered office in Singapore. The Singapore branch office may carry any undertaking as the parent company does and has the right to repatriate the earnings and the capital.  A Singapore branch will only be taxed on the income made in the country.  

The registration of a branch office in Singapore

A foreign company is required to hire a professional firm when incorporating a company which is why our specialists in company formation in Singapore can provide you with full services for company registration.

The first step when opening a branch office in Singapore is to submit the company’s name for approval with the Trade Register. The name will be approved unless it is identical with another’s company name. The second step will be the submission of the registration file with the Trade Register. The process should not take longer than 2 days. Once the registration is completed the Companies Registrar will send an email notification with the confirmation of the new Singapore branch office. The notification will usually serve for opening the bank account or the registration for taxation purposes, but an incorporation certificate can be issued at the company’s request.

Documents required for the registration of a Singapore branch office

The following documents must be submitted for the registration of a branch office in Singapore:

  •          -        notarized copies of the Certificate of Incorporation of the foreign company,
  •          -        notarized copies after the Articles of Association of the parent company,
  •          -        details about the parent company’s directors,
  •          -        a resolution appointing the two agents acting on behalf of the branch office in Singapore,
  •          -        documents proving the registered address of the branch office,
  •          -        a statement issued by the foreign company regarding the powers of the two local agents.

Compliance requirements for branch offices in Singapore

Branch offices in Singapore will be subject to the same compliance requirements as all other companies, meaning the information about the address and the name are available for the public. Moreover, this type of business form must have the address and the name engraved in each place it has an office (provided it has more than one) and on all official documents used in its commercial activities. Also, any changes brought to the management or structure of the branch must be reported to the Accounting and Corporate Regulatory Authority (ACRA).

From an accounting point of view, the branch office is a Singapore resident only if it is managed from an office located in the city-state. In order to not pay the same tax twice, a branch office will fall under the incidence of Singapore’s double taxation agreements. Considering the parent company, even if located in a foreign country, will hold an annual general meeting, it must send its financial statements and accounts to the Singapore branch. These documents must be filed with ACRA no later than two months after the annual meeting of the shareholders or in maximum seven months after the end of its financial year. The branch must also file annual tax returns.

Why open a branch office in Singapore?

The branch office is ideal for foreign companies who seek to have an established presence in the city-state without registering a new company in Singapore. The branch office is also a more suitable option than the representative office which cannot undertake any type of commercial activity. Combined with the fact that the parent company does not have to prepare any separate incorporation documents or obtain approval for a new trade name simplifies a lot the company formation process.

Please feel free to contact our company registration agents in Singapore  who can provide you with more details about company registration of an type of business form.

 

 

Comments

  • Michael 2017-02-16

    Great article! 

  • Nick 2017-02-17

    Very useful to know the difference between the branch and the subsidiary. Well structured differences.

  • Hugh 2017-02-20

    A branch office can have several advantages, especially in terms of taxation.

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