Under the Companies Act, a foreign company can carry out business in Singapore by incorporating a local Singapore company or by registering a branch office in Singapore.
A branch office is simply an extension of the parent company and therefore not a separate legal entity. The structure and activities are governed by the foreign company’s Memorandum & Articles of Association.
Compliance requirements for branch office
- A branch office needs a Registered Office address in Singapore.
- The name of the branch office should be the same as that of the parent company.
- A branch office must have at least at least one authorised representative who is ordinarily resident in Singapore.
The authorised representative is responsible for all activities that must be undertaken for the branch office to remain compliant under the Companies Act. A local agent can cease to be an agent only after 21 days of lodgement of the notice with the Registrar, or on the date of the lodgement of appointment of another authorised representative.
Annual filing requirements for the branch office
The foreign company should lodge with the Accounting and Regulatory Authority of Singapore (ACRA), together with their annual reports, a duly audited financial statement of the branch office within two months of the parent company’s Annual General Meeting (AGM) or within seven months from its financial year end, whichever is earlier.
Generally, a Singapore branch of a foreign company is not treated as a Singapore tax resident since the control and management is vested with an overseas parent company.
A branch office is not entitled to benefits under the Double Taxation Agreements (DTA) with treaty countries. However, Singapore branch of a foreign company is considered resident in Singapore if the control and management of its business are exercised in Singapore.
- A branch office cannot enjoy tax exemptions on foreign-sourced dividends, foreign branch profits or foreign-sourced service income.
- The tax exemption scheme for startups does not apply in the case of a branch office. However, the branch office is eligible for partial tax exemptions.
Documents required for registration a branch office in Singapore
Every foreign company should lodge the following documents with the Company Registrar during the registration:
- Certified copy of its Certificate of Incorporation.
- Certified copy of its Memorandum & Articles of Association.
- List mentioning the particulars of the directors of the foreign company.
- A Memorandum of Appointment under the seal of the foreign company stating the name, address and powers of the two local agents for the branch office.
- A Memorandum of Appointment executed by a legally appointed corporate representative on behalf of the foreign company.
- Notice of situation of the registered office in Singapore.