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A Singapore Branch Office is actually an extension of its
foreign Head Office. Needless to say, it is the same entity as that of
its head office which is registered outside of Singapore. It is
required that all Singapore Branch Offices must be registered with the
Accounting and Corporate Regulatory Authority (ACRA).
The Singapore Branch Office must assume the name of its Head Office.
However, its name must earn the approval of ACRA. The Branch Office,
being an extension of the Head Office, is governed by the by-laws of its
Head Office. Furthermore, its activities must be the same as that of
its Head Office.
A Singapore Branch Office is required to file its Head Office
accounts and its own Singapore-operations related audited accounts
annually. The requirements of keeping statutory registers and minute
books are not applicable to a Branch Office.
The number of shareholders that a Branch Office must have solely
depends upon the constitution of the Head Office. A Branch Office must
also have a registered office in Singapore – a physical presence, if
you will. To stand as agents who are authorized to process its services
within that registered office, it also must have at least two persons
who are Singapore residents. Finally, the requirement to hold AGM would
depend on the laws of the country of incorporation of the Head Office.
To set up your Singapore Branch Office, you must lodge the following
documents with Sandhurst. Sandhurst will handle your Branch Office
Registration and its formalities.
- Certified copies of the following:
- Head Office’s certificate of incorporation
- The instrument defining its constitution
- Directors’ particulars
- If any of the directors are Singapore residents and are members of
the local board of directors, a memorandum providing the powers of these
local directors
- A notice of location of its Singapore-registered office address
- Statutory declaration by the agent, confirming the particulars of
the Branch Office
- A memorandum of appointment or power of attorney of two or more
local agents authorised to accept notices served on the branch on its
behalf.
If the documents are not in English, a certified copy of its English
translation must be provided.
The Branch Office registration will
take 1-2 days, and consists of a) name submission and approval by ACRA;
and b) Branch Office registration proper.
For taxation purposes, a Singapore branch is considered a
non-resident. A non-resident company is not eligible for tax benefits
that are derived from tax incentives and tax treaties that are meant for
Singapore resident companies.
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