Preliminary Requirements for Registration
Name and nature of business : The Singapore branch name 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. ACRA must also approve the name before the Singapore branch can be registered.
Resident Agents : The Companies Act requires a foreign company to appoint two local agents from Singapore to act on behalf of the company. The agents must be “ordinarily resident” (the usual place of stay of a person) in Singapore. For ACRA’s purposes, if a person can provide a local residential address and prove that he is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period), ACRA may accept that he is ordinarily resident here. As such, the local agents can be Singapore citizens or permanent residents or holders of Employment Pass or Dependant’s Pass. Staff members of foreign company that will be relocated to the branch office can only secure an employment pass after the branch’s registration is completed. We offer this special service to assist you in Employemt Pass applications for the two foreign management staff members relocating to Singapore with the purpose of running the branch office operation.
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.
Shareholders : The parent company shall own 100% of the Singapore branch.
Company Secretary : The Singapore branch of a foreign company is not required to appoint a company secretary.
- A certified copy of the parent company’s Certificate of Incorporation
- A certified copy of Memorandum and Articles(M&A) of the parent company
- Parent company details extracts
- 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
- Copies of passport(NRIC) of authorised representatives
- Parent company board resolution confirming its decision to incorporate a Singapore branch office and the person nominated as authorised representative to take necessary steps
- Enston KYC form
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. You are not required to be physically present in Singapore for the purpose of registration of the Singapore branch. A foreign company 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 a bank account, signing a tenancy agreement , etc. Hard copies of the approval, however, can only be requested to ACRA after the branch is officially registered.
Opening a Bank Account for branch office
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 will 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 as required by Singapore Company Law and Income Tax Acts. Please refer to the link here for the matters such Preparation of Financial Accounts, Annual Filing Requirements of Branch office in Singapore and Income Tax Filing Requirement of Foreign Company’s Singapore Branch.
If you require assistance in setting up the Singapore branch for your overseas company, please contact us for a non-obligatory consultation.