Foreign companies urging to settle in Singapore can register a branch office in Singapore. Compared to the Singapore subsidiary, the branch office is part of the foreign company that registered it and did not have its legal personality. Developing your business to international markets can be an exciting and strategic move for growth and development. Singapore, known for its pro-business environment, stable economy, and excellent infrastructure, has become a top destination for foreign companies searching to establish a presence in Asia. Besides, a branch office in Singapore is one of the three company structure options that foreign companies can set up in Singapore. This blog post will guide you through the step-by-step process of opening a branch office in Singapore, covering legal requirements, registration procedures, and critical considerations to ensure a smooth and successful setup.
Key Registration Requirements:
Before opening a branch office in Singapore, you must familiarize yourself with the legal requirements. Singapore has a straightforward and transparent regulatory framework designed to attract foreign investment. The following key aspects need to be considered:
Foreign companies wanting to set up a branch office in Singapore must be well-established and financially stable.
2. Registered Office Address:
A local address must be obtained and registered as the branch office’s location.
3. Appointment of a Resident Agent:
A resident agent, typically a Singapore tenant or permanent resident, must be appointed to represent the branch office.
4. Adherence with Laws and Regulations:
The branch office in Singapore must comply with Singapore’s laws and regulations, including tax obligations, employment laws, and statutory requirementsRegistration
To open a branch office in Singapore, you must follow these registration procedures:
1. Choose a unique name:
Please choose a unique name for your branch office and submit it for approval to the Accounting and Corporate Regulatory Authority (ACRA).
2. Appointment of a Registered Agent:
Engage a resident agent who will act as a local representative and liaise with the authorities on behalf of your branch office in Singapore.
3. Prepare Required Documents:
Gather the necessary documents, including the certified copy of the parent company’s Certificate of Incorporation, Memorandum and Articles of Association, and a resolution approving the establishment of the branch office.
4. Submission to ACRA:
Submit the required documents to ACRA for registration and the completed application forms.
5. Registration Fee and Timeline:
Pay the registration fee and wait for the approval process, which usually takes one to two weeks. Upon approval, ACRA will issue a registration certificate.
Compliance Requirements for Successful Setup:
While registering a branch office in Singapore is a crucial step, there are additional considerations to ensure a successful setup:
1. Banking and Finance:
Open a corporate bank account in Singapore to facilitate financial transactions and manage funds efficiently.
2. Employment Matters:
Comply with Singapore’s employment regulations, including obtaining work passes for foreign employees and adhering to local labor laws.
3. Taxation and Accounting:
Understand Singapore’s tax regime and engage a reputable accounting firm to handle tax compliance and financial reporting obligations.
4. . Intellectual Property Rights:
Safeguard your company’s intellectual property rights by understanding Singapore’s intellectual property laws and considering trademark registration if required.
5. Business Licenses and Permits:
Depending on your industry, specific business licenses and permits may be necessary. Research the specific requirements and obtain them before commencing operations.
6. Local Networking and Partnerships:
Build relationships with local businesses, industry associations, and government agencies to leverage market opportunities and gain insights into the local business landscape.
Why open a branch office in Singapore:
Expanding into international markets can be a transformative step for your business, and Singapore provides an excellent platform for growth. By tapping into Singapore’s strategic location, talented workforce, and favorable business climate, you can unlock new opportunities and tap into the vast potential of the Asian market.
How to close a Branch office in Singapore:
A branch office in Singapore can be closed by informing ACRA if the foreign company has ceased to have a place of business or carry on business within 7 days of such cessation. This includes the situation where a foreign company has been dissolved or liquidated in its place of incorporation.
Besides, the authorized representative of a yeh branch office may also apply to ACRA for the branch office to be struck off the registration under the following situations:
- A sole authorized representative wishes to resign but cannot do so because the foreign company has yet to respond or appoint a different authorized representative within 12 months of his notice of resignation.
- A sole authorized representative has requested instructions on whether to close the branch office, but the foreign still needs to provide such instructions within 12 months after the date of request.
Singapore offers numerous advantages for foreign companies. By carefully navigating the legal requirements, completing the necessary registration procedures, and considering critical factors for a successful setup, you can position your branch office in Singapore for growth and success in the vibrant Singaporean market. Remember, opening a branch office in Singapore requires careful planning, due diligence, and ongoing management. However, with the right approach and a solid understanding of the process, you can establish a successful presence in one of the world’s leading business hubs. Take advantage of Singapore’s favorable business environment and embark on your journey to expand your business horizons.
1. Who can hold shares in the branch office?
A- As the branch office is considered a simple extension of the foreign company, it does not have a separate set of shareholders. Moreover, the foreign company owns 100% of yeh Singapore branch office, and there cannot be any other shareholder.
2. What is the tax rate for branch offices in Singapore?
A- All colonies, including the branch offices, are subjected to a flat corporate tax of 17% on taxable income. Where the company’s taxable annual turnover exceeds S$1 million, and it is accountable to 8% GST on most goods and services supplied.
3. Can the profits of the branch office be returned to the foreign company?
A- Singapore does not have any significant restrictions or capital movements. Hence, as the branch office is considered an extension of the foreign company, it is generally free to remit or reallocate profits and capital to the foreign company.