Setting up a Singapore Branch Office
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.
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Requirements for Setting Up a Branch Office in Singapore
- 1 Corporate Shareholder
- 1 Singapore Resident Agent
- A Registered Office Address in Singapore
The Singapore Companies Act does not permit foreign companies to self-register a Branch Office. You can engage Rikvin, Singapore’s leading specialist in the 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 the required documents ready.
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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 one agent who is “ordinarily” a resident in Singapore. A Singapore resident agent can be a Singapore citizen or permanent resident; or holders of an Employment Pass or Dependant’s Pass. Rikvin can assist you in the application of Employment Pass for the foreign management staff member relocating to Singapore to run the Branch Office operations. The management staff member can act as the local agent for the Branch Office upon approval of his Employment Pass application.
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.
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 a new start-up or resident companies, and therefore most foreign companies prefer to set up a Subsidiary Company rather than a Branch Office.
Employment passes for Branch Office Employees
Work Visa for 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).
Branch Office without Relocating any staff: 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 one local agent to fulfill the registration requirement.
Procedure and Timeline for Singapore Branch Office Registration
|1||Complete our full detail online form to expedite the branch office incorporation process||Client||10 minutes|
|2||Send us passport copies (or IC for Singaporeans) of proposed directors and corporate shareholders for Singapore company & make payment for the services||Client||Depends on you|
|Upon completion of the above, we will|
|1||Reserve company name||Rikvin||10 minutes|
|2||Prepare necessary incorporation documents||Rikvin||30 minutes|
|3||Sign and return incorporation documents||Client||Depends on you|
|Upon completion of the above, we will|
|1||Incorporate the company with Accounting & Corporate Regulatory Authority of Singapore||Rikvin||20 minutes|
|2||Prepare company documents for bank account opening and handover to the client||Rikvin||15 minutes|
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 1-2 days provided all documents are in place.
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, money lenders, banks, financial advisers, childcare centers and importers, wholesalers 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 the public for a 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 transhipment 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 Branch Office Statutory Compliance Considerations
Once your Singapore Company is incorporated, you must comply with the statutory requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).
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