All‌ ‌you‌ ‌need‌ ‌to‌ ‌know‌ ‌about‌ ‌Singapore‌ ‌ Branch‌ ‌Office‌ ‌Registration‌

Out of the three business structures, a foreign company would choose a branch office if they want to have control over the business operations. In this article, we look into Singapore Branch Office Registration. Before going into the process of Singapore Branch Office registration, let us first understand the meaning of a branch office.

Branch Office in Singapore

There is no concise definition of the term branch office under the Singapore Companies Act (Cap 50). A foreign company that wants to establish a branch in Singapore has to comply with the requirements of the Singapore Companies Act. 

A branch office in Singapore shall carry out profit-making activities. As this entity is registered under the Accounting and Corporate Regulatory Authority of Singapore (ACRA), annual returns and other compliances have to be filed.

The liability of the branch office would come under the parent company. Hence if any individual or claimant wants to file a claim, they can directly file it against the foreign parent company. A foreign company that goes for Singapore branch office registration has to consider all the above requirements.

Legal Status of Branch Office

A foreign company that wants to establish a branch office in Singapore, would have to use the services of a registered filing agent. Along with this, the foreign company can even consult chartered accountants, company secretaries, auditors, and lawyers for branch office registration. If you are a domestic entity in Singapore, then you do not require the services of a registered filing agent for branch office registration.

The registered filing agent would make an application on your behalf to the ACRA for incorporating the branch office in Singapore. Once the application is made and granted, you would receive an electronic mail with the certificate of registration. This certificate of registration signifies the existence of the branch office in Singapore. The registrar of companies of Singapore (ROC) would also have information on your branch office.

The liability of the members of the branch office is independent of the company. The liability of this entity is not like a subsidiary company. Subsidiary company liability is in its own hands. Even if a foreign parent company wants to set up a subsidiary company, then they would be shielded from any liabilities of the subsidiary.

A foreign company would go for a subsidiary company, if they want some form of favorable tax treatment.

Requirements for Singapore Branch Office Registration

The following requirements have to be complied with if you go for Singapore branch office registration:

• Registered Filing Agent
• Company Name
• Officers and Executives of the Company
• Company Incorporation Documents
• Registered Place of Business

• Registered Filing Agent- As mentioned earlier, if you are a foreign company then the services of a local registered filing agent are mandatory. At Ocumen, we are a one-stop shop for all your Singapore business needs. 

• Company Name- The registered filing agent would file an application on behalf of your foreign company with the ACRA. The name of the branch office in Singapore must be the same name as the foreign parent company.  You may need to conduct the name search with the ACRA. The name of your branch office must not be infringing any intellectual property rights or use another business name.

• Officers and Executives of the Company- For Singapore branch office registration, you require to appoint a representative director or manager. The representative must be a resident of Singapore. Along with this, you require to appoint a director who is a resident of Singapore. Any foreign staff has to be sponsored by the foreign parent company. The representative in Singapore must be more than 18 years of age.

• Company Incorporation Documents- When you file an application for Singapore branch office registration, you have to provide certified copies of the Memorandum of Association and Articles of Association. The Memorandum of Association (MOA) will have all information on the shareholders of the company, the share distribution ratio, the name of the directors, and the legal name of the company. Another important corporate document that you have to file is the Articles of Association (AOA). The AOA will have all important information relating to the bylaws and rules of the organization. This document would also delineate the shareholding pattern of the company. For Singapore branch office registration all copies of important documentation have to be filed with the ACRA.

• Registered Place of Business- Every entity which is located in Singapore requires to have a registered place of business. The registered office of the company would be the headquarters where all the corporate documents are officially stored.

Procedure for Singapore Branch Office Registration

The registered filing agent would carry out all the requirements for opening a branch office. The physical presence of executives of the branch office is not required. All the documents have to be submitted to the ACRA for opening the branch office. In the next step, the registered filing agent would carry out the following steps:

1. Name Reservation
2. Registering the Entity with the ACRA
3. Securing Certificate of Incorporation

1. Name Reservation- Reserving the name of the company is the most crucial step for Singapore branch office registration. Though you have to utilize the name of the foreign parent company, still it would be ideal to conduct a name search for your branch office. You would have to pay a fee of SG$ 15, if you carry out the name search.

2. Registering the Entity with the ACRA- After the name is registered, you would have to file all the documents through the registered filing agent. Business registration in Singapore is carried out through the BizFile+ portal (an online portal where you can register your business). You have to pay SG$ 300 for registering your branch office.

3. Securing Certificate of Incorporation- If there are no issues with the application, then the ACRA would process your application and register your company. This process would usually take about three to four business days. The certificate of registration or incorporation would be sent on your official registered mail. In Singapore, the electronic format of the certificate of incorporation is widely accepted. On payment of fee, you can also receive a hard copy.

Documents for Singapore Branch Office Registration

Now that we know the requirements and procedure for Singapore branch office registration, let us look into the documents required:

• Certificate of Incorporation of the Foreign Parent Company.
• MOA and AOA.
• Information on Directors of the Branch Office.
• Visas of Foreign Executives.
• Appointment Letter or Memorandum of Appointment of Authorised Representative in Singapore. This must state the authority and power of the representative to act on behalf of the foreign parent company.
• Any other documents as required by the ACRA.

If you produce documents in any other language, then an official translation in English is required for the same.

Post Compliance Requirements for Singapore Branch Office Registration

The following post compliance requirements have to be considered for Singapore Branch Office Registration:

• Appointment of Auditor- Under section 205(1) of the Singapore Companies Act, the directors have to appoint an auditor for the company within three months of incorporation. The auditor must be in office until holding the first annual general meeting of the company.

• Appointment of Company Secretary- Under section 171(1) of the Singapore Companies Act, a company secretary must be appointed for the branch office within six months of incorporation.

• Annual Filing- Under section 373 of the Singapore Companies Act, the annual report along with the audited accounts have to be filed with the Singapore branch office.

• GST Registration- If your company is selling products and services in Singapore, or importing any goods and services into Singapore, then you have to register with the Inland Revenue Authority of Singapore for Goods and Services Tax (GST). GST is levied at the rate of 7 % in Singapore.

• Corporate Tax- Whether you are a domestic company or an international company, you have to pay corporate tax. The current rate of corporate tax in Singapore is 17%.

Conclusion

Singapore is one of the prominent hubs in South East Asia to carry business. A foreign company looking to set a global footprint can establish its presence in Singapore. This can be carried out by opening a branch office. However, there are specific requirements that have to be fulfilled for Singapore branch office registration.

At ScaleX, we thrive to ensure that your needs related to Singapore branch office registration are fulfilled. If you are interested in obtaining more information regarding Singapore branch office registration, then you can contact us for a free consultation.