After a branch office is duly registered. the Singapore Accounting and Corporate Regulatory Authority (“ACRA”) must be kept informed of certain changes in the affairs of the parent company, the Singapore branch and the local agents. A list of such changes is appended hereunder for your reference. Please notify us of any such change as soon as possible in order that we may lodge the necessary forms with ACRA:
ACRA must be notified of any change or alteration made to:
ACRA must be notified of the changes or alterations set out above within one month from the date of the change, unless an extension of time is granted.
ACRA must be notified of any increase in the authorized share capital of the parent company within one month from the date of the increase, unless an extension of time is granted. In the case of a parent company not having a share capital, any increase in the number of its members beyond the registered number must be notified to ACRA within one month from the date of the increase, unless an extension of time is granted.
ACRA must be notified of any order restraining further proceedings against the parent company (except by leave) following a compromise with creditors and members being affected within one month of the date of such order.
Parent Company Accounts
The parent company’s balance sheet must be lodged with ACRA within two months from the date of its Annual General Meeting (“AGM”). The balance sheet must be accompanied by a statutory declaration verifying that the copies are true copies. If the Registrar is of the opinion that the documents as filed do not sufficiently disclose the company’s financial position, he may require another balance sheet containing such as required, to be filed.
Where 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 company incorporated under the Singapore Companies Act (“the Act”).
A duly audited statement showing the assets and liabilities arising out of the company’s operations in Singapore and a duly audited profit and loss account which, in so far as is practicable, complies with the requirements of the Singapore Accounting Standards must also be lodged.
The Registrar may waive compliance with the requirement to lodge Branch Accounts if he is satisfied that:
ACRA must be notified of any charge over the assets of the parent company in Singapore within 30 days of the creation of such charge.
A notice of cessation of business must be lodged with ACRA where the parent company ceases to have a place of business or to carry on business in Singapore. Such notice must be lodged with ACRA within seven days from the date of such cessation.
A notice of liquidation/dissolution must be lodged with ACRA where the parent company goes into liquidation in its place of incorporation or origin. Such notice must be lodged within one month after the date commencement of liquidation/dissolution, unless the Registrar grants a special extension.
The list stated above is obviously not an exhaustive one and we will be happy to answer any queries that you may have.
Checklist for a Singapore Branch of a Foreign Company
|Description of Matter||Time Frame||Provision in Companies Act|
|Changes in Memorandum & Articles of Association/Charter/Statues of the foreign company or other instruments lodged with the Registrar||Within 1 month||Section 372(1)(a)|
|Changes in particulars or identities of the Directors or Agents of the foreign company||Within 1 month||Sections 372(1)(b) and (c) and Section 372(1A)|
|Change of Registered Office of parent company or the Singapore branch of the foreign company||Within 1 month||Sections 372(1)(d) and (e)|
|Change of Name of the foreign company||Within 1 month||Section 372(1)(f)|
|Change in the powers of directors of the foreign company who are resident in Singapore||Within 1 month||Section 372(1)(g)|
|Increase in Share Capital (for a foreign company with share capital)||Within 1 month||Section 372(2)|
|Increase in number of members (for a foreign company without share capital)||Within 1 month||Section 372(3)|
|Creation of a charge over the assets of the foreign company in Singapore||Within 30 days||Sections 131(1) and 141|
|Annual Filing||Within 7 months of FYE (if no AGM required to be held) or; Within 2 months from the date of AGM||Section 373|
|Cessation of place of business in Singapore or cessation of business in Singapore||Within 7 days||Section 377(1)|
|Liquidation or dissolution of foreign company in its place or incorporation or origin||Within 1 month of commencement of liquidation/dissolution||Section 377(2)|