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Epica Guide Series

A Complete Guide to Branch Office Registration in Singapore

Branch office registration is a specialised setup. Do not confuse it with a subsidiary Company. Learn more about branch office setup in Singapore in this guide.

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A Complete Guide to Singapore Branch Office Setup

Any regular activity operating and aiming to generate profits in Singapore must register as a business entity with Accounting and Corporate Regulation Authorities (ACRA) first. For people residing in Singapore have a huge selection of business entity types to choose from—private limited company, public limited company, sole proprietorship, partnership and many more.

On the other hand, if a foreign company registered outside Singapore intends to start its operations in Singapore has limited options. If this foreign company wants to operate in Singapore, then it can either register its entity as a branch office with ACRA or register a separate subsidiary company. This guide will explain you, what is a branch office and how is it different from a company? Read this guide carefully and assess if a branch office will suit your business needs well in Singapore.

Understanding the Concept of a Singapore Branch Office

A branch office is not an independent business entity; it is just an extension of its parent company. It does not have a separate legal existence; it is just a branch office albeit it is in a foreign country.

Business owners usually get confused between a branch office and a subsidiary company, and they sometimes use the two different terms interchangeably. They will either refer to a branch when they are actually talking about a company or they will mislabel their preferred business entity. To give you a clearer picture of what a branch office is, read the example scenario below.

Branch Office Example

Suppose that you have a company registered in Sydney, Australia. Since you are experiencing good business growth, you have decided to diversify your operations by entering other markets, and lets say in this case its Brisbane. To pursue your new venture, you only have to open an additional branch and not register a separate and entirely new company. All the activities of your new office will be under its existing company. The reporting, profit and loss account creation, and preparation of financial statements of both operations in Brisbane and Sydney will also be summarized as one company.

Hence, a branch office is only an additional physical office of the company in another location.


Opening a Branch Office in Another Country

Branch Office

Let’s use the concept of the previous example but this time, we will extend beyond geographical boundaries of the country.

Suppose that you have a company registered in Sydney, Australia, but you want to open a new office in Singapore. As a foreign business owner, you have two options when it comes to choosing a business structure for the company registration in Singapore: a branch office or subsidiary. If you choose to register a branch office in Singapore, it will still be considered as a part of its parent company in Australia even if it is located in another country. The financial results of your branch office now need to be filed with the financial results of its parent company in Australia. (Basically same concept of Branch Office is extended here but now it is spanning two countries)

However, the problem with this kind of arrangement is that your Australian company is not recognized in Singapore. For example, if you try to look for an office space in Singapore, you may have a hard time finding one. This is mainly because your company documents will show the landlord that your company originates from Australia. These landlords will not recognize your company because your Australian documents are not applicable to Singapore.

Your business operations may be also subjected to licensing conditions in Singapore, if you are in a regulated sector. However Singapore government authorities, may find it difficult to issue a license, as they will not recognize your Australian company. Similarly, if you try to open a corporate bank account, banks will also inquire about your company registration details in Singapore.


Branch Office

Summary : Concept of Branch Office

In summary, when you open a branch, you are only extending the operations of your company and are not essentially registering a new entity. However Since Singapore does not have any record of your company (Or branch), you will need to register your branch office with ACRA. This process is known as branch registration or foreign company registration in Singapore.

Technically here you register your company from your home country in Singapore so that the company can obtain business registration number in Singapore.

Singapore Branch Registration: Key Points

Remember these key points about a branch office:

Branch Office
  • The branch is not a separate legal entity. It is an extension of your home country company in Singapore.
  • It has more compliance requirements and is more complex than other business entity types.
  • It is not required to appoint a local director or company secretary. However a local resident agent must be appointed.
  • The liabilities that a branch may incur reach its parent company. Thus, if it incurs a huge debt in another country and is unable to pay, then its parent company must pay for it. If it has been sued, then its case will be heard in its branch office country and its parent company will be liable for any verdicts against it.
  • When you register a branch, the same name of its parent company must be followed and “Singapore Branch” will be added at the end of it. For example, if the name of the company is ABCD Solutions Pty Ltd in Australia, then the name of its Singapore branch will become ABCD Solutions Singapore Branch. It must not be also similar with any existing Singapore company name and offensive in nature.

Subsidiary as an Alternative to a Singapore Branch

If a business owner does not want to register a branch, then he or she can register a private limited company as a subsidiary company.

Branch Office

What Is a Subsidiary?

Foreign company owners typically choose a subsidiary when registering their companies in Singapore. Registering a subsidiary means creating an independent legal entity in Singapore, and owning shares in it. The parent company of a subsidiary can hold 100% of its shares. Being an independent legal entity, the liabilities of a subsidiary remain restricted to it, and do not reach back to the parent company.

Normally, when foreign entities register a company in Singapore, only 1% of its foreign entities will register as a branch office, and the remaining 99% will register as a subsidiary or an independent limited liability company.

Who Registers a Branch Office and Why?

Despite the complexities of a branch office, some business owners still prefer to choose this entity type when registering their companies in Singapore. In fact, there are circumstances when a branch office is more preferred and more necessary than a subsidiary company.

Branch Office

Example 1

A reputable US pharmaceutical company wants to take advantage of its reputation and know-how in the business contracts in Singapore. Then, Singapore gives this company a contract to conduct a medical research on COVID-19. However, the Singapore government wants the research to be conducted by the parent company and does not want to have its independent company in Singapore. In this case, the parent company may decide to open a branch office in Singapore.


Branch Office

Example 2

Another example would be the case of the airplane manufacturing company Boeing, which has a contract to provide and maintain aircraft components in Singapore. However, the contract has a warranty and schedule. If Boeing registers a separate entity in Singapore, there will be questions about the warranties and schedule of their aircraft components that are supplied. Their clients may not also agree to the new entity as they would want that the liabilities of the parent company remain in force. In addition, the contract may be a part of worldwide contracts that must be performed in Singapore. Therefore, Boeing may decide to register a branch office in Singapore and perform its activity here.

A Brief Comparison of Branch with a Subsidiary

Branch

Subsidiary Company

Legal Form

Extension of Foreign Entity Different Legal Entity

Liability

Liability reaches to parent Company Liability of subsidiary is independent

Share Capital

No separate share capital. Parent Company’s share capital details entered Separate share capital

Directors

No separate Directors. Parent company director details entered while registering branch Directors can be separate from parent company Directors

Resident Director / Agent

1 Local Resident Agent 1 Local Resident Director

Name

Must be same as parent Company (words “Singapore Branch” added) Can be different from parent Company

Memorandum and articles of association

Parent Company M&AA needs to be submitted Separate Constitution

Business Scope

Must be same as parent Company Can be different than parent company

Accounting year

Must follow the parent Company Accounting year Accounting year can be different from that of parent company

Audit

Compulsory May not be Compulsory

Filing Parent Company Accounts in Singapore

Compulsory Not required

Changes in parent company constitution, Directors or share capital

Must be lodged for the branch as a notification of change in Singapore Parent company changes need not be notified

Without a doubt, a subsidiary is easier to manage as far as compliance and maintenance are concerned.

Branch Office in Singapore: Key Registration Requirements

Branch Office

Here are the major requirements of branch office registration in Singapore:

  • The branch office name that must be equivalent to its parent company name
  • The branch office must have at least one Resident Agent
    • Must be a Singapore permanent resident, Singapore citizen, or an Employment Pass (EP) holder
    • At least 18 years old
    • Parent companies that consider relocating their staff from their head offices to Singapore must apply for the EP of these employees after the branch registration. After they relocate to Singapore, one of them can act as a resident agent of the branch office.
  • Constitution and Activities
    • The shareholders and company structure and operations of the branch office are mandated by the constitution of its parent company.
  • A registered address in Singapore indicating the branch office name and the place of registration of all its business associations
    • A PO Box cannot be used as an address for a Singapore branch office.

If you are a foreign company owner struggling to find a resident agent for your branch office, you may seek our help here at Epica. We can provide you with a nominee resident agent, which is an almost similar arrangement to a nominee director requirement during a company registration. We can also provide you with a nominee resident agent for a limited time during the branch registration process, in case you plan to apply for employment pass for your key staff after branch is registered.

Branch Office Registration : Required Documents

Documents required for KYC

A Know Your Client (KYC) is a procedure that collects the identification of business activities, the people behind these business activities, the identity documents of these people, and other related aspects. ACRA regulations mandates KYC to be conducted on every potential client. These are the following documents needed for KYC:

Branch Office

Documents Required From a Corporate Entity

  • Company Extracts. (The term might be different in your country)
    • An extract is acquired from a country’s corporate house. In India, the corporate house is known as the Ministry of Corporate Affairs. In Australia, it is Australian Securities and Investments Commission (ASIC). In the UK, it is Companies House.
    • An extract must mention your company name, registered address, registration date, activities, details of the current directors, and details of the shareholders. Extract is one of the most important document required for registration.
  • Board Resolution of the parent company
    • A board resolution confirms that a parent company intends to open a branch office, the authorized representative, and the appointment of a resident agent.
  • Ultimate Beneficial Owners (UBO) chart if a complex corporate shareholding is involved
    • If the parent company is owned by another corporate entity and there is complexity in such arrangement, then a UBO chart will be required.
    • A UBO chart explains who the owners of a company are. Basically we need to obtain the details of people who are holding at least 75% shareholding in case of a company.
  • Background information about the company activities, previous year’s financial details, and more (This information will be collected in CDD form which we will provide you).

Documents Required From Individuals

Branch Office

The directors, shareholders, and UBO of a company will be also required to submit identification documents. These include:

  • A passport copy
  • A second identity card copy, which can be a driving license, national registration card, or any other identity card issued by government authorities
  • Proof of residential address showing your name and current residential address
    • This document must be issued within the last three months.
  • Background information showing what an individual does for a living

Documents Required for Branch Registration Purposes

Unlike an independent limited liability company or subsidiary, a branch office is required to submit some additional documents for rergistration

The documents required when registering a branch office in Singapore include:

Branch Office
  • The parent company name
  • The address of the parent company in its home country
  • A certified copy of the certificate of registration of the parent company
  • A certified copy of the constitution of the parent company
  • Extracts (details of the directors of the parent company)
  • Share capital details
  • A memorandum of appointment and information of at least 1 authorized representative of the Singapore branch office
  • Details of the registered Singapore address

These documents must be written in or translated to English prior to submission. Your corporate secretarial provider (CSP) may also ask you for additional requirements.

Singapore Branch Registration : The Process and Timeline

When engaging our services, the branch office registration will have following broad steps.

Engagement

When you contact us, our team will conduct initial engagement with you to handle all the important branch office registration formalities for you. This engagement may take two to three days, depending on your number of questions or clarifications. A phone interview or a Zoom call can be arranged for this process.

Submission of Details

You have to provide us with your necessary details, such as identity documents for KYC, passport copy, proof of address, and more. This process may also take two to three days.

Preparation of Documents and Signing

We will then prepare your documents for signing. If you are in Singapore, you can personally sign them with us. Otherwise, we can send them overseas. This process may only take one day.

Branch Registration

In this step the actual branch registration happens. This process may take one day. The registration process of a branch office entails two fundamental measures: approval of the branch office name and registration of the business entity. Once the branch is registered, incorporation documents will be sent sent back to you via email.

Introduction to Bank

We will introduce you to a bank representative for the opening of your corporate bank account.

The entire branch office registration can take six to seven days or longer if you have further questions or need more time to process the documents.

Singapore Branch Registration : Post-Registration Matters

After you have registered your branch office, you will need to attend to some important matters. These may involve:


Branch Office

Opening a Bank Account

After successfully registering your branch office in Singapore, you will be required to open a corporate bank account. You can open a bank account in any local or international banks in Singapore. The bank account opening process may differ depending on the bank. Some banks also oblige company directors or agents to be physically present during this process.


Branch Office

Customs Registration

If your branch is in trading operations, and if it intends to bring goods into Singapore (Or export it out of Singapore) then you will need to register it for customs purpose. This is a one time process and customs number is issued.


Branch Office

GST Registration

Depending on your specific circumstances, you may need to register for GST. The process usually takes 3 weeks.


Branch Office

Applying License

If your branch operates in a regulated sector, then you may be required to take a license for the branch. The process duration will depend on what kind of license you need to take.

Annual Compliances for the Branch Office

Branch Office

Taxation

Singapore imposes taxes on the profits gained by a branch office. The income of the parent entity obviously is not taxed in Singapore. Every year you will be required to file Estimated Chargeable Income (ECI) and a tax return (Form C) for your branch office.

A branch office in Singapore is deemed as a non-resident company. Non-resident companies are not entitled to tax exemptions, incentives, treaties, and grants generally. However, the rules relating to it keep on changing. So please check with our team about the latest rulings.


Branch Office

ACRA Annual Filing

A branch office in Singapore must also file certain annual requirements mandated by ACRA. Failure to comply may lead to penalties or fines. These requirements include:

  • Prepare financial statements based on Singapore Financial Reporting Standards (FRS)
  • File annual report and the audited financial statements (Of the branch) within 2 months of its parent company’s annual general meeting or within 7 months of its financial year end, along with the annual account of the parent company
  • File Annual return and parent company accounts while filing for the branch

Branch Office in Singapore: Frequently Asked Questions

How Long Does a Branch Office Registration Take in Singapore?

Technical steps for registering a branch office in Singapore can take a few hours as the entire process is digital. Typical steps involved are:

  • Name Reservation – A branch office must reserve its name first. If there are no objections to the proposed name, then this process can be completed in less than an hour. Otherwise, it can get delayed to several days or weeks.
  • Signing of Documents – Signing of documents in Singapore is fast and easy. If you are overseas then electronic signing is used for this purpose.
  • Client Due Diligence Process – In compliance with the CSP Regulations that took effect from July 2015, all businesses are required to perform Know Your Client (KYC) with their clients. The timeline of this process depends on the state of the company’s structure.

If you really consider all the steps of collecting information, clarifying doubts etc, then we will say that the end to end process will take 6-7 days.


Is It Required to Appoint a Local Director or Authorized Agents for a Branch Office in Singapore?

Yes, a branch office is required to appoint at least 1 authorized representative who is a Singapore citizen, permanent resident, or branch office employee with an Employment Pass (EP).


What Are the Minimum Requirements to Register a Branch Office in Singapore?

The Singapore Companies Act states that a branch office must comply with the following minimum requirements:

  • 1 local authorized representative resident
  • A registered address in Singapore

Between a Branch Office or Subsidiary, What Is More Recommended for a Foreign Company?

Many small- to medium-sized foreign company owners choose a subsidiary company because:

  • Its liability is limited to its share capital and does not reach its parent company.
  • It is recognized as a local resident entity and entitled to Singapore tax incentives, exemptions, grants, and double tax treaty benefits.
  • It has its own constitution; thus, it can freely perform company activities different from its parent company.
  • It does not need to file the financial statements of its parent company.

Are Company Owners Required to be Physically Present When Registering Their Branch Office in Singapore?

No. Registering a branch office in Singapore can be completed via emails or through electronic signing. Nevertheless, some banks require company owners to be physically present during the bank account opening process as it involves an interview with the stakeholders. Moreover, a personal meeting between the company owner and the bank officer can result in a more seamless process. If a company owner cannot personally visit Singapore during such process, then the bank may conduct a phone interview and the due diligence process can take longer.

Branch Office in Singapore: What’s the Gist?

A branch office has indeed more compliance requirements and offers less flexibility compared to a subsidiary. That is why the common business entity preferred by foreigners when it comes to company registration in Singapore is, in reality, a subsidiary. Simply put, a branch office is a specific business structure and preferred only whenever necessary and in specific circumstances.

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