How to set up a Branch Office?
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.
A branch must be registered with the Accounting and Corporate Regulatory Authority (ACRA) under the Companies Act upon approval of its name. The name of Singapore branch must correspond to the name of the foreign company.
A registration must be submitted online via Bizfile by a professional firm/company such as corporate secretarial firms, law firms and accounting firms. Government approval is generally not required for foreigners to do business in Singapore. However, banks and other financial institutions wishing to do business do require approval from the Monetary Authority of Singapore (MAS).
- a certified copy of the foreign company’s Certificate of Incorporation
- a certified copy of Memorandum and Articles(MAA) of the foreign company
- A list of directors with their particulars and if the directors are resident in Singapore and members of the local board of directors, a memorandum stating their powers
- the Memorandum of Appointment or Power of Attorney and details of at least two persons residing in Singapore and acting as the agents of the Singapore branch office
- a statutory declaration made by the agents confirming particulars of the branch
- A notice of location of the registered office in Singapore
- Name Approval Fee S$15
- Registration Fee for Foreign Company with share capital is S$300
- Registration Fee for Foreign Company without share capital is S$1,200
If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.
A branch needs at least two local agents who are “ordinary residents” to act on behalf of the company and to accept service of process and any notice required to be served on the corporation who are either
- a resident in Singapore or
- holder of an Employment Pass or
- holder of Approval-In-Principle letter or a Dependent Pass
The functions of these agents are limited and the role and responsibility of them is less demanding and onerous than that of directors of incorporated companies.
A registered office in Singapore shall be accessible to the public during ordinary business hours on each day is required at all times.The name of the foreign company and its place of incorporation must be conspicuously exhibited or stated in Romanised letters out its registered office, every place of business established in Singapore, all its letter paper, bill heads and other official publications.
All changes to registered particulars have to be notified to the Registrar.
If the liability of the foreign company’s members is limited that fact must be stated in all official documents.
A Singapore branch of a foreign company is considered resident in Singapore if the control and management of its business are exercised in Singapore. Such companies will not need to pay taxes twice on foreign-sourced income under the Double Taxation Agreements (DTAs). However, branch office’s accounts as well as its head office’s accounts must be filed annually within two months of its annual general meeting.