A Singapore Branch Office is the same entity as the foreign company (“Head Office”) which is incorporated outside Singapore. Thereafter, a Branch is not a separate entity but only an extension of its Head Office. Any action against a Singapore Branch is equivalent to an action against the Head Office.
Because of the reason stated above, most foreign companies prefer to register a separate independent limited liability company as their subsidiaries in Singapore rather than a branch office.
The name of a branch will have to be that of the Head Office and must be approved by Accounting and Corporate Regulatory Authority (“ACRA”)
The activities of a Singapore Branch Office are governed by the MAA and/or By-laws of the Head Office.
A Branch Office in Singapore must file with ACRA annually its Head Office accounts as well as its own audited accounts relating to its operations in Singapore.
Annual General Meeting
The requirement to hold AGM depends on the law of the country of incorporation of the foreign company.
A Singapore Branch is required to have at least 2 persons ordinarily resident in Singapore to act as agents whose authority is to accept service of process and notices required to be served on the company in Singapore. These agents may not be companies themselves but must be natural persons.
Depends on the constitution of the Head Office of the foreign company.
The requirements of keeping statutory registers and minute books in Singapore are not applicable to a Branch.
A Branch must have a registered office (a place of business) situated within Singapore.
The requirements for registration of a Singapore Branch Office of a foreign company are prescribed by Singapore Companies Act. Application must be made to Accounting and Corporate Regulatory Authority (ACRA for approval of its name.)
The following documents are required:
If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.
Foreign companies’ investment has been the main force behind Singapore’s rapid development over the past 35 years. Singapore’s investment laws are clear and fair, and present few problems for business. Foreign and local businesses are treated equally, there are no production or local content requirements, and nearly all sectors are open to 100 percent foreign ownership.
Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on transfers, payments, or repatriation of profits.