Singapore Branch Registration

A Singapore branch office is one of the options for Foreign Company Registration in Singapore - the other two being a Singapore subsidiary and Singapore Representative Office. A Singapore branch office differs significantly from a subsidiary or representative office.

• Unlike a Singapore subsidiary, a Singapore branch office is merely considered an extension of its foreign parent company (i.e. its Head Office) and does not have a separate legal entity status.
• Consequently, the non-legal entity status implies that the liabilities of the branch apply to its parent company i.e. the foreign head quarters. In other words, the head quarters can be sued in Singapore.
• Since the branch is an extension of its parent company, its activities cannot be different from those of its parent company.
• A Singapore branch office is not considered a local tax resident as its management and control is exercised from outside Singapore. As a result, the tax exemptions that apply to local resident companies do not apply to a Singapore branch office.
• A branch office's accounts as well as its head office's accounts must be filed annually as part of the ongoing compliance requirements.

The minimum statutory requirements for Singapore Branch Office Registration include the following:

• Approved Name: The Singapore Branch Office name must be the same as its foreign parent company and must be approved by the Singapore Companies Registrar.
• Officers: A Singapore Branch Office must appoint at least 2 local resident agents (i.e Singapore citizen, Singapore Permanent Resident or Singapore work pass holder) to act as authorized agents of the Branch.
• Registered Address: The branch office must have a local registered address in Singapore.

If a foreign company wishes to expand its operations in the Asian region, it can choose to setup a Branch Office in Singapore. The Singapore Branch Office will be an extension of the foreign parent company and can only conduct the same activities as the foreign parent company.

No. Unfortunately, the single biggest disadvantage of setting up a Branch office in Singapore is that it does not enjoy a separate legal entity status. It is considered to be an extension of its foreign parent company and must be incorporated with the same name of its parent company and must also conduct the same activities in Singapore. Naturally, with a non-legal entity status comes the unlimited liability exposure of the foreign parent company in Singapore.

No. Once you have incorporated a Singapore branch office its registration is valid until it is closed down. There is no requirement to renew registration.

A foreign company must register a Singapore Branch Office only by appointing a professional services form, such as our company. The following information and documents are required for Branch Office Registration in Singapore:

• A certified true copy of the foreign parent company's Incorporation Certificate,
• A certified true copy of the foreign company's Memorandum and Articles of Association (MAA),
• Foreign parent company's directors' particulars such as nationality, identity card details, residential address, etc.,
• Details of the Singapore Branch's registered office, and
• A memorandum of appointment detailing the particulars of at least two Singapore-resident agents (i.e. Singapore Citizen, Singapore Permanent Resident or Singapore work pass holder) who will act as the authorized agents of the Singapore Branch office.

Note: All documents must be in English or officially translated English copies.

You must appoint a professional services firm, such as our company, to register your Singapore Branch Office. The Singapore branch office registration procedure consists of only two steps:

• Company name approval, and
• Submitting registration documents.
  • Company name approval is obtained by filing an application online with the Companies Registrar. The approval usually comes through within a few hours, provided it does not replicate an already existing name and is not offensive in any way.
  • On securing name approval, the documents can be submitted to the Companies Registrar. If the application is complete and there are no additional requirements from the authorities, the Incorporation Certificate will be issued on the same day itself.

The Singapore branch office registration process involves only two steps a) Branch Office name approval and b) Submission of documents, both of which can be completed online. Assuming that there are no objections to the proposed Branch office name, all the documentation is complete and that no further information is required from the authories you can register your Singapore Branch Office within a day's time.

Note that if you are residing overseas it may take up to 4-5 days to register the Branch taking into account the time required for you to deliver the documents to Singapore.

• A Singapore Branch Office is required to file its annual corporate income tax returns with the Singapore tax department by November 30 of each Year of Assessment. The tax returns must be accompanied by a set of audited accounts of the Singapore Branch as well as its foreign parent company.
• A Singapore branch must also file its annual report along with a set of audited accounts of the Singapore branch and its foreign head office with the Singapore Companies Registrar, either within 2 months of holding its Annual General Meeting (AGM) or within 7 months of its financial year end.

Yes. You are free to depute staff from your foreign domiciled parent company to work in your Singapore Branch. You must apply for the Singapore Employment Pass for each foreign professional staff you wish to bring into Singapore. Note however that you must hire at least two local resident agents (i.e. Singapore citizen or Singapore Permanent Resident, or Foreign work pass holder) in your Singapore branch.