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Registering a Branch Office in Singapore by Foreign Company
Foreign Companies that wish to register an office in Singapore can choose to setup a Subsidiary Company, a Branch Office or a Representative Office.
Note that most foreign companies prefer to register as a subsidiary company in Singapore.
Overview of Branch Office
A Singapore Branch Office is treated as the same entity as the foreign company (Head Office) which is incorporated outside Singapore. Therefore, a Branch Office is only an extension of its Head Office. Any action against a Singapore Branch Office is equivalent to an action against the Head Office.
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Singapore Branch Office Registration
Features of Singapore Branch Office
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Branch Office Name - The name of a branch office will have to be that of the Head Office and must be approved by Accounting and Corporate Regulatory Authority (ACRA), Singapore`s Registrar of Companies.
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Business Activities - The activities of a Singapore Branch Office are governed by the Memorandum and Articles of Association (M&AA) and/or legislation of the Head Office.
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Accounts and Audit - A Singapore Branch Office must file its Head Office accounts as well as its own audited accounts with ACRA annually.
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Annual General Meeting (AGM) - The requirement to hold AGM depends on the law of the country of incorporation of the foreign company.
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Officers - The Companies Act requires a foreign company to appoint two local agents in Singapore to act on behalf of the company. The agents must be a Singapore (i.e. Singapore Citizen, Singapore Permanent Resident (PR), Employment Pass (EP), Approval In-Principle Employment Pass (AIP EP) or Dependant Pass holder).
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Shareholders - Depends on the constitution of the Head Office of the foreign company.
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Statutory Registers - The requirements of keeping statutory registers and minutes book in the registered office is not applicable to a Branch Office.
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Registered Office - A Branch Office must have a registered office in Singapore.
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Requirements for Setting up of Branch Office in Singapore
Information required for purposes of reserving the name
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The foreign company’s country and date of incorporation.
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Its capital structure i.e. authorised capital, issued capital and paid-up capital (all in monetary terms).
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Its principle business activities.
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Countries in which it is also registered as a foreign company.
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The details of all the current directors of the foreign company:
(a) full names;
(b) residential address;
(c) occupations;
(d) dates of appointment;
(e) designations in the foreign company;
(f) passport numbers (and identity card number if any);
(g) nationalities.
Information and Documents Required Registration
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A certified true copy of its certificate of incorporation in the foreign country (certification must be made by the official authority who issued the Certificate);
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A certified true copy of the foreign company’s Articles of Association, Charter, Statutes or other instruments constituting or defining its constitution together with any amendments (certification to be made by a Notary Public);
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A list of directors with their particulars;
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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;
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A Memorandum of Appointment of Agents or Power of Attorney under the seal of the company, duly verified, stating the names, addresses and passport/NRIC numbers of two or more natural persons resident in Singapore authorised to act as the foreign company’s agents (a foreigner holding a Singapore employment pass can act as an agent); (WBA will prepare this)
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A Statutory Declaration verifying the execution of the Memorandum of Appointment of Agents; (WBA will prepare this)
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A statutory declaration by the agent confirming particulars of the branch;
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A notice of location of its registered office in Singapore (we can provide you the address; which is in Singapore`s Central Business District)
Agents - The laws require that the foreign company has two or more agents in Singapore to accept on its behalf service of process and any notices required to be served on the company and to do all or any of the acts or things as are required by the provisions of the Companies Act, Cap. 50 relating to foreign companies.
All documents must be in English and any non-English documents must be officially translated into English.
Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on transfers, payments and repatriation of profits.
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