Jul 21, 2010 0
Incorporating a Singapore Branch Office
All branches must be registered with the Accounting and Corporate Regulatory Authority (ACRA).
You will need to hire a professional firm to register on your behalf.
An extract from the Authorities:
Is there any requirement to register a Foreign Company?
The Companies Act requires a foreign company to appoint two local agents from Singapore to act on behalf of the company.
The agents must be “ordinarily resident” (the usual place of stay of a person) in Singapore.
For ACRA’s purposes, if a person can provide a local residential address and prove that he is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period), ACRA may accept that he is an ordinarily resident here.
Registration fees
Name Approval Fee S$15
Registration Fee for Foreign Company with share capital S$300
Registration Fee for Foreign Company without share capital S$1,200
Processing Time
A foreign company is usually incorporated within 15 minutes after the registration fee is paid.
However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review.
For example, if the intention of the foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
Further Requirements
The name must match that of the parent company.
It must appoint two staff members who can be Singapore residents or foreign individuals, to act as agents to support the business administration of the Branch Office.
It is an extension of the foreign parent company; therefore it does not have a separate legal identity.
The foreign parent company is liable for the acts, losses and debts of its branch office.
Foreign staff relocating to Singapore to be the agents must obtain an Employment Pass.
The constitution of the company and its activities are directed by the foreign parent company’s Memorandum and Articles of Association.
Must have a registered office address in Singapore
Documents for filing:
A certified copy of its certificate of incorporation in the foreign country;
A certified copy of the instrument defining its constitution;
A list of directors with their particulars;
If any of the directors are resident in Singapore and are members of the local board of directors, a memorandum stating the powers of the local directors;
A memorandum of appointment or power of attorney of two or more local agents authorised to accept notices served on the branch on its behalf. The local agents must be natural persons resident in (not necessarily citizens of) Singapore;
A statutory declaration in prescribed form made by the agent confirming particulars of the branch; and
A notice of location of its registered office in Singapore.
If the original documents of the foreign corporation are not in English, certified translated copies in English must be filed with the ROC.
Taxation
A branch is liable to tax in Singapore at the prevailing corporate tax rate in respect of the gains or profits attributable to that part of its operations carried on in Singapore.
A Singapore Branch Office is considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax incentives for new start up or resident companies; and therefore most foreign companies prefer to set up a Subsidiary Company rather than a Branch Office.
Pros of setting up a branch office
Establish the Company’s brand name in Singapore
Establish direct contact with local agents and distributors
Cons of setting up a branch office
Almost zero tax advantage as it is considered a non-tax resident
It is NOT a separate legal entity from its parent and therefore, the parent is liable for everything.
The foreign parent company is required to submit annual report and audited accounts within two months of the Branch Office’s annual general meeting.
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Singapore Accounting, Tax, GST, FRS, Bookkeeping and Corporate Secretarial Services