General Characteristics

If a foreign corporation does not want to incorporate a company in Singpore, it must first be registered as a branch in order to carry on business under the corporate title of the foreign corporation. Legally a branch of a foreign company is only an extension of its Head Office and not a subsidiary company which is owned by the foreign parent company.

The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.

A branch is not a separate legal entity in that its debts and liabilities are part and parcel of the debts and liabilities of the head office of the foreign corporation and its activities are limited to those stipulated in the constitution of the head 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.