A branch of a foreign company is an extension of its foreign company. It is not a subsidiary company incorporated in Singapore. If a foreign corporation prefers not to incorporate a company in Singapore, the alternative approach is to register a branch in order to carry on business under the corporate title of the foreign company.
Preliminary Requirements for Registration
Name and nature of business The Singapore branch name must be the same as that of the foreign company. The nature of business of the branch office also must be same as that of foreign entity. ACRA must also approve the name before the Singapore branch can be registered.
Singapore Representative Foreign company needs to appoint at least one Singapore resident to act as authorised representative. Singapore resident must be “ordinarily resident” (the usual place of stay of a person) in Singapore.
Constitution There is no separate M&A for the branch office. The M&A of the foreign company needs to be lodged with ACRA for the purpose of registration.
Registered Address The Singapore branch must have a registered office in Singapore which must be operational and accessible to the public during normal office hours. This address will be the official corporate address for all official communication from government agencies. Please note that a P.O. Box address cannot be used as a registered office address.
- Foreign company's board resolution confirming its decision to incorporate a Singapore branch office and the persons nominated as authorised representatives
- Certified copy of foreign company’s certificate of incorporation,constitution, charter, by-laws
- Business registration documents of foreign company which confirm company name, registration number, registered office, business description and legal entity type
- Particulars of foreign company’s directors
- Particulars of at least 1 Singapore resident who has been appointed to act as the branch company’s authorised representative
- Statement of consent from the branch company’s authorised representative who has consented to their appointment
- The latest audited financial statements of the foreign company
Procedure and Timeline of Registration
The person registering the foreign company is advised to engage a professional firm to assist him or her in the preparation and filing of the application for registration. It is not required to be physically present in Singapore for the purpose of registration of the Singapore branch. A Singapore branch can be registered within 1-2 days provided all documents are in place. The company name, however, should not be identical or similar to any registered company or business.
Upon approval of the Singapore branch’s registration, ACRA sends all relevant parties an email notification. This email notification, together with ACRA business profile of the Singapore branch, are used to initiate transactions such as opening bank account and signing tenancy agreement.
Opening a Bank Account
Following the successful registration, the Singapore branch office can open a corporate account in any bank operating in Singapore, be it local or international. Procedures and requirements depend on each bank. The banks may require the presence of directors or official representatives when opening an account.
General Compliance Requirement
Upon the successful registration of a Singapore branch in Singapore, it is important to be aware of compliance matters.Please refer to the link here for the matters such as preparation of financial accounts, annual filing and income tax filing requirements.
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