Singapore Branch Office Registration in Singapore
Registering for a branch office is one of three options that foreign investors have to set up or expand their business in Singapore, the other two options being a subsidiary company and a representative office. Here is a guide to registering a branch office in Singapore.
Branch Office—A Legal Business Entity
A branch office is a legal business entity that is considered as an extension of the parent foreign company. Since it is not considered to be a separate entity in itself, the parent company is held accountable for the debts and liabilities of the branch office.
Requirements for Registration of a Branch Office
It is important to note that foreign companies are required to use the services of a legal entity in Singapore, such as a law firm, to apply for the registration on their behalf. Here are the main facts and requirements you need to know about the registration of a branch office.
Name of the Branch Office Should Be Same as that of the Parent Company
The name of the Branch Office must be approved by the Company Registrar and must correspond to the foreign company.
At Least One Resident Authorized Representative
Foreign investors are bound by the Companies Act to appoint at least one authorized representative who is a Singapore resident. A Singapore resident must be an individual of or above eighteen years of age, and must hold any one of the following:
- A SingPass
- An Employment Pass
- An EntrePas
- A Dependent Pass
A Company Registered Address
A company address must be registered by the Company Registrar. A registered address cannot be a P.O. Box number. It should be an address where your business will take place and where you can be reached.
Note: A Branch Office does not need to hire a Company Secretary.
Activities and Constitution of the Branch Office
The activities and structure of a branch office is directed by the parent company. There is no separate constitution, and the activities are bound to be the same as that of the parent company.
Documents Required for Registering a Branch Office
A branch office has to be registered with the ACRA (Accounting and Corporate Regulatory Authority) and these are the documents that will be required for the registration:
- A certificate of constitution of the parent company.
- Details of the directors of the parent company.
- The latest audited financial statements of the foreign company.
- Details of the registered address for the branch office.
- A certificate of incorporation of the parent company.
- A memorandum stating the authorizing power by the parent company.
- A memorandum stating the powers of the selected authorized individual.
All documents are required to be in English. Any documents in languages other than English should be duly translated.
Registration Process and Timeline
There are two steps to registering a subsidiary in Singapore:
- Name approval, and
- Company incorporation.
The registration of your branch office will be taken care of by the legal entity that you have hired for this purpose.
Since the name of the branch office is the same as the parent company, the name is usually approved immediately, unless it is vulgar or offensive in nature, or there is a conflict with a similar name of a registered company.
The registration process takes around two days to complete, but if there is a case of conflict in the name, the process can be delayed for one to two weeks.