A Singapore branch office is a business entity for foreign companies planning to have a business operation in the country and enjoy greater freedom in conducting profit-generating activities.
Basic Features of a Singapore Branch Office
Act as an extension of its foreign parent company. Being a legal extension, a branch office should only conduct commercial activities that are also performed by its main headquarter.
Not a separate legal entity from its parent company. A foreign company is directly responsible for all the financial losses, claims, and debts of its Singapore branch office.
Must have the same name of its parent company. Being a legal extension, it is expected that the branch office will also use the name of its main headquarter unless it is deemed vulgar and indecent or another business organization in Singapore is using it.
Treated as a non-resident in terms of taxation. As a non-resident, a branch office is not eligible for the local tax incentives and exemptions unlike the locally-incorporated companies.
Important Things Before Applying for a Branch Office
Foreign companies are required to appoint two staff members who will act as agents responsible for the activities of a Singapore branch office. In addition, they are also personally liable for the penalties imposed against the branch office in case of malpractices and breach of law.
These agents may be a natural citizen or a foreigner who must obtain a work visa called Employment Pass (EP) that will allow him to relocate in Singapore. Meanwhile, other staff that will migrate to the country must also secure their work pass.
Being an extension of its parent company, a branch office should abide with the provision stating that it should also submit the audited accounts of its main officea requirement in which some foreign entrepreneurs are not comfortable with.
Another important requirement is to have a registered office address in Singapore. In strict legal terms, a registered office address is a place where a business secures and keeps its statutory records.
Requirements During the Application Process
Since the Singapore Companies Act prohibits any foreign entities and individuals to self-register their own business, they are required to hire a professional registration firm that will act on their behalf.
Meanwhile, these are the basic requirements the foreign companies have to provide to the Accounting and Corporate Regulatory Authority (ACRA) during the application process for their branch office:
Registration of foreign company or a certified copy of the Certificate of Incorporation
A certified copy of its stature, Memorandum and Articles, or charter
List of directors including their personal information such as identification number, residential address, nationality, passport number, etc.
A memorandum stating the powers of the local directors, if there is any
A memorandum of appointment stating the names and addresses of two (or more) Singapore residents who will act as the authorized agents
Registered office details
Statutory declarations by the companys agents
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