Guide to Singapore Branch Office Registration

1. Features of a Singapore Branch Office

Legal Status

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.

Name

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?.,

Activities

The activities of a Singapore Branch Office are governed by the MAA and/or By-laws of the Head Office.

Accounts

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.

Officers

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.

Shareholders

Depends on the constitution of the Head Office of the foreign company.

Statutory Registers

The requirements of keeping statutory registers and minute books in Singapore are not applicable to a Branch.

Registered Office

A Branch must have a registered office (a place of business) situated within Singapore.

2. Registration Procedure & Requirements

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:

• A certified copy of its certificate of incorporation in the foreign country;
• A certified copy of the instrument defining its constitution;
• A list of directors with their particulars;
• If any of the directors are resident in Singapore and are members of the local board of directors, a memorandum stating the powers of the local directors;
• 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. The local agents must be natural persons resident in Singapore;
• A statutory declaration by the agent confirming particulars of the branch;
• A notice of location of its registered office in Singapore.

If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.

3. Other Related Information

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.