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Incorporation ,Singapore Branch December 18, 2015

Singapore Branch Guide

The Companies Act requires a foreign company to appoint at least one local agent from Singapore to act on behalf of the company. The agent must be an “ordinarily resident” (the usual place of stay of a person) in Singapore. Accounting and Corporate Regulatory Authority ("ACRA") may accept that a person is an ordinarily resident here in Singapore if he/she can provide a local residential address and prove that he/she is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period).

Preparation of Financial Accounts

Financial accounts of the branch must be prepared in accordance with the Singapore Financial Report Standards to give a true and fair view of their Singapore operations and must consist of an audited statement of the branch's assets, liabilities, profit and loss accounts.

Annual Filing Requirements of Branch office in Singapore

Subject to Section 373 of Companies Act, a foreign company which has a Singapore branch shall, within 2 months of its annual general meeting, lodge the followings with the Registrar:-

  • A copy of the financial statements the foreign company for the financial year concerned
  • Documents accompanying the financial accounts filed overseas in the foreign company’s jurisdiction
  • A copy of the audited financial accounts of the Singapore branch office

When the parent company is not required by the law of the place of its incorporation or origin to hold an AGM and prepare a balance sheet, the parent company shall prepare and lodge with the Registrar a balance sheet within such period, in such form and containing such particulars and annex such documents as the directors of the company would have been required to prepare or obtain if the company were a public incorporated under the Singapore Companies Act.

Income Tax Filing Requirement of Foreign Company’s Singapore Branch

For taxation purposes, a company includes:

  • A business entity incorporated or registered under the Companies Act or any law in force in Singapore. It usually has the words “Pte Ltd” or “Ltd” as part of its name; or
  • A foreign company registered in Singapore such as a branch of a foreign company; or
  • A foreign company incorporated or registered outside Singapore.

With effect from YA 2010, a company is taxed at a flat rate of 17% on its chargeable income regardless of whether it is a local or foreign company.

Non-Singapore incorporated companies and Singapore branches of foreign companies are controlled and managed by their foreign parent and are, therefore, regarded as non-residents. As the result, certian incentives and treaties which are only available to Singapore Tax Resident Companies do not apply to the branch. However, they may still be treated as Singapore tax residents if they are able to satisfy Inland Revene Authority of Singapore ("IRAS") that certain conditions have been met.

The statutory deadline for filing corporate income tax return is 30 November of the Year following the year in which the company’s financial year ends (e.g., if the financial period of the branch is 1 July 20X4 – 30 June 20X5, the income tax return filing deadline for the company will be 30 November 20X6.

On top of the statutory deadline for filing corporate income tax return, the branch is required to file Estimated Chargeable Income (“ECI”) to IRAS within 3 months from the parent’s company’s financial year end (e.g., if the financial year end of the parent company is 31 Dec 20X5, ECI filing is due on 31 March 20X6).

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