Singapore Branch Office

A Singapore Branch Office is actually an extension of its foreign Head Office. It is required that all Singapore Branch Offices must be registered with the Accounting and Corporate Regulatory Authority (ACRA).

The Branch Office regestered here must assume the name of its Head Office. However, its name must be approved 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 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 here – 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 ordinarily residents here. Finally, the requirement to hold AGM would depend on the laws of the country of incorporation of the Head Office.

To set up your 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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