Singapore Branch Office Registration Guide
A Branch Office in Singapore is an extension of a foreign parent company registered outside of Singapore. The purpose of a Branch Office is to facilitate operation and revenue generation in Singapore for the foreign parent company. It is considered a non-resident for tax purposes, and therefore not eligible for tax incentives and exemptions available to Singapore private limited companies.
Taxation of Singapore Branch Office
A Singapore Branch Office is considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax incentives for new start up or resident companies; and therefore most foreign companies prefer to set up a Subsidiary Company rather than a Branch Office.
Setup Requirements for Branch Office in Singapore
- 1 Corporate Shareholder + 2 Singapore Resident Agents
- A Registered Office Address in Singapore
Singapore Companies Act does not permit foreign companies to self register a Branch Office. You can engage Rikvin, Singapore’s leading specialist in registration of companies with ACRA, to assist you with the registration of a Branch Office at Accounting and Corporate Regulatory Authority of Singapore (ACRA). We can set up your Branch Office in less than 24 hours provided you have all required documents ready.
What you need to know before Registration
Name: The Branch Office name must be the same as the parent company. ACRA must also approve the name before the Singapore Branch Office can be registered. ACRA will reject a proposed name for the purpose of incorporation if:
- It is identical to another existing business name
- It is undesirable
- Names or trademark which are similar to established names such as Coca Cola and Temasek
Shareholders: The parent company must own 100% of the Branch Office.
Resident Agents: Singapore Branch Office must have at least two agents who are be “ordinarily” residents in Singapore. Singapore resident agents can be Singapore citizens or permanent resident; or holders of Employment Pass or Dependant’s Pass. Rikvin can assist you in the application of Employment Pass for the two foreign management staff members relocating to Singapore to run the Branch Office operations. These management staff members can act as the local agents for the Branch Office upon approval of their Employment Pass applications.
There is no limit on the number of additional local or foreign agents a Singapore Branch Office can appoint. The agent must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past.
Company Secretary: A Singapore Branch Office is not required to appoint a Company Secretary. It is, however, highly recommended to have a Company Secretary to help stay in compliance with the statutory regulations.
Registered Address: Every business registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.
Memorandum and Articles of Association: The parent company’s Memorandum and Articles of Association must be lodged with ACRA. Memorandum specifies the activities in which the company may engage whereas the Articles of Association specifies the rules governing the internal management of the company.
For Foreigners Setting Up a Branch Office – what you need to know
Engage a Professional Firm: Foreign corporations and individuals must engage a professional firm that specializes in business setup in Singapore to register a Branch Office.
Work Visa for Foreign Corporation Management Staff: Foreign Corporation that plans to relocate their management staff to Singapore to run their new Singapore Branch Office setup must apply for Employment Pass. For more details, please refer to Singapore Employment Pass (EP).
Foreign Corporations without Relocation to Singapore: Foreign corporations that do not intend to relocate foreign staff members to Singapore to operate the Branch Office can engage Rikvin’s Nominee Agent Service to appoint two local agents to fulfill the registration requirement.
The procedure and timeline for Branch office Setup is as follows:
The registration process with ACRA is a two-step process:
- Name approval
- Branch Office registration
ACRA does not allow foreign companies to self-register. You can engage Rikvin to assist you in registering your Branch Office. It is not necessary for you to be in Singapore for the registration of the Branch Office. The approval process takes approximately between 1-2 days provided all documents are in place.
Once approved, ACRA sends out a confirmation of registration via email. The registration is valid for one year and subject to an annual renewal.
Opening of a Corporate Bank Account
Once the Branch Office has been incorporated, you may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas.
If you are unable to come to Singapore, you may choose a bank that allows opening of a corporate bank account without your presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you having to be Singapore.
Post Incorporation – What you need to know
Licenses and Permits: Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation unless you have the necessary approval or license from the relevant government authorities.
Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, Financial advisers, childcare centers and importers, wholesales and retailers of liquor licenses are some examples of business that need permits to operate.
Registered Office Hours: You must have a registered office address and the office must be open to public for minimum of three hours per day during normal business hours on weekdays.
Registration Number: Business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.
Custom Registration: If your business activities involve import, export and transshipment in and out of Singapore, you will need to register your Branch Office with the Singapore Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for Singapore companies or organizations engaged in trading activities.
Singapore Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current rate is 7%.
All Singapore business must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.
You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Once approval is given, you must remain registered for at least two years.
Registration of Singapore Central Provident (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 14.5% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.
Ongoing Singapore Company Statutory Compliance Considerations
Once your Singapore Branch Office is registered, you must comply with the statutory requirements set by ACRA and Inland Revenue Authority of Singapore (IRAS). For more details, refer to Post Incorporation.