Guide to Registering a Branch Office in Singapore

Branch office is a special form of origination. It is not an independent legal entity (as in case of subsidiary company), instead it is a registration and recognition of foreign entity itself in Singapore. Since it is registration of foreign entity in Singapore, in this case the parent company, however, remains accountable for any legal and business obligations of the branch office and can be subjected to any legal proceedings lodged in Singapore’s courts of law.

Important Preliminary Requirements for Registration

Name

The company name of the Singapore branch must be the same as that of the parent company. The nature of business of the branch office also must be same as that of parent entity.

    Resident agents

    The list of the branch’s officers must include two persons who are considered as legal residents in Singapore. These individuals can be a citizen of the Singapore, a permanent resident, or a foreigner with valid employment pass. All officers must be natural persons who are 18 years old or above. Staff members that will be relocated to the branch office can only secure an employment pass after the branch’s registration is completed

      Constitution and Activities

      The branch office will use the same Memorandum and Articles of Association of the parent company to outline its business activities, company structure, and shareholders.

        Registered address

        A physical address in Singapore is needed to operate a branch office. The address, together with the company name, company origin, and pertinent information as required by Singapore Companies Act, must be included in all official correspondences.

          Documents required

          Transcend branch registration form

          This form captures all relevant details like company name, shareholding structure, Directors and shareholders of the company

          Transcend KYC form

          KYC form collects information about client's existing business and purpose of new Singapore entity. This form is important consideration before providing Nominee resident agent service

          Certificate of incorporation

          Copy of the certificate of incorporation of the parent entity

          Parent company details extracts

          Company particulars extracted from Company registrar (also called certificate of incumbency)

          Parent company's Memorandum and articles of association

          Copy of parent company's memorandum and articles of association must be lodged with Singapore company registrar at the time of registering the branch

          Parent company board resolution

          Copy of the board resolution of the parent company confirming its decision to incorporate a branch office in Singapore and the person nominated as authorised representative to take necessary steps

          Copies of passport of authorised representative

          Proof of identification of the authorised representative. In case of Singapore residents the NRIC will be required

          Bank statement / Bank reference letter

          Issued in the name of your business in home country

          Memorandum of appointment of Nominee local agents

          This document specifies the powers / responsibilities of nominee local agents. We will provide draft of this to you

          Procedure and Timeline of Registration

          All procedures required to register a branch office will be accomplished by the local firm hired to manage the registration. Branch registration cannot be done without professional firm.

          Name reservation

          Normally, name registration can be completed within one to two business days, once all requirements are submitted. As previously stated, the branch office will retain the name of the parent company. The only reasons why a company name cannot be approved are similarity to existing company operating in Singapore

            Registration of Business Entity

            Upon approval of the Singapore branch’s registration, the Company Registrar will notify all relevant parties via email. This email notification is honored in Singapore for other business transactions such as opening a bank account, signing an agreement to lease, and others. Hard copies of the approval can only be issued after the branch is officially registered and only upon submitting an application request.

              Opening a Bank Account for branch office

              Upon establishing its legality, the branch office can open a corporate account in any bank operating in Singapore, be it local or international. Procedures and requirements will depend on each bank. Some financial institution may require the presence of directors or official representatives when opening an account.

              Taxation of branch office in Singapore

              Tax incentives and treaties enjoyed by resident companies do not apply to branch offices as they are considered as non-residents.

              Annual Filing Requirements of branch office in Singapore

              As mandated by Companies Act Section 373, all foreign companies operating a branch in Singapore must submit the branch’s audited account and an Annual Report within seven months after the end of its financial year or two months after the parent company’s Annual General Meeting, whichever is applicable. A yearly tax return must also be filed by the Singapore branch.