What’s in this article
Singapore branch office is a common business structure where the company is set up separate from its head office location. In doing so, branches typically increase customer base, accessibility, and speed of distribution of goods and services.
Foreign companies expanding to Singapore need to make a crucial choice of their legal structure for their Singapore business expansion. The decision of setting up a branch or subsidiary is often undermined. To answer this question, the foreign company needs to understand the following:
Let’s start off with the fundamental question of: “What is a branch?”
Definition of a branch office
A branch is defined as an extension of the foreign head office company and it can engage in core activities like sales and contracts.
Branch office can carry out the same activities performed by the head office company but is not considered a separate legal entity from it. This means that the head office company is legally bound by any legal contract signed by the branch company even if it is not entered by head office management representative or permission.
As such it is common business practice enforce by head office that branch has limited access to their bank account and perform implementation-related tasks without having any individual business discretion.
Therefore, unlike a subsidiary company, the parent company of a branch office entity is completely accountable for the welfare of the branch office.
It is set up in a location separate from that of head office, in various locations around the world to increase customer base, accessibility, and speed of distribution of goods and services.
Why Companies Setup a Branch Office in Singapore
One of the strategies firms use to expand the scope of their business operations and internationalise them is to set up branch offices in various places.
Branches are a part of the parent organization. They are incorporated to perform the same business operations as performed by the parent company. Due to the fact that these branch offices are located in multiple different areas, branch offices increase the parent company’s corporate reach, and thus earn more profits for the parent company.
From the definition above, we can understand the HIGH risk involved but many foreign companies still choose to incorporate a branch due to the following:
Due to the above reasons, foreign company would incorporate a branch and implement control to reduce the risk such as no local bank account and or insist all signing of document by head office directors.
How to Register a Branch Office in Singapore?
STEP 1: Ensure you fulfill the requirements
Before registering a Singapore branch office, it is advised that you contact us to ensure a smooth registration process. There are regulatory requirements to be followed by all foreign companies planning to register a Singapore branch office:
STEP 2: Prepare the necessary documents
In cases where the parent company is relatively new and there are no annual reports and audited accounts, the needed information can be self-declared. Supporting details such as company brochures can be used to support the application.
Note :
- All documents must be in English or officially translated in English.
- All copies of documents must be certified true copies by a notary public, or you must bring the originals to our office for sighting.
- If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents. However, we must receive the certified true copies (or sight the originals at our office) before we can incorporate the branch. Our compliance department may ask for additional information if necessary.
STEP 3: Register as a branch with the Accounting and Corporate Regulatory Authority (ACRA)
STEP 4: After registration with ACRA has been completed, the branch office will be granted the status of a legal entity.
Although the registration itself is typically completed in less than a day, the entire process can take up to a week to complete. This is because the signing of registration documents, name reservation, and client due diligence processes must all be completed.
- The company’s representatives DO NOT need to visit Singapore for branch office registration. This is because Paul Hype Page can work and communicate with you via email or other online methods.
- Branch offices set up by foreign small and medium-sized enterprises (SMEs) are rare. Foreign SMEs tend to set up subsidiaries. This is due to the fact that subsidiaries usually have greater business flexibility, more tax advantages, fewer liabilities, and fewer obligations related to financial accounts.
Corporate Taxation for Branch in Singapore
The head office needs to understand where the majority of their worldwide profits and taxation rates of each jurisdiction. In Singapore, the governing body for taxes is Inland Revenue Authority of Singapore (IRAS).
Therefore, the head office needs to decide what the best worldwide tax exposure approach on branch incorporation decision.
Compliance for branch offices in Singapore
Different business structures will lead to different accounting approaches. The head office has to decide what kinds of yearly or monthly compliance they are willing to consolidate. For example, accounting, tax and audit matters.
- As a branch is a not a separate entity, it may require not need to have multiple government registrations and may not need to maintain a minimum level of capital to operate. It is also likely to face less stringent local regulations and annual reporting requirements.
Normally, branch office has a lesser compliance issue compared to a subsidiary.
Taxation of a Singapore Branch Office
A branch office is taxed at the standard corporate tax rate in Singapore once every financial year. This rate is 17%. However, unlike companies that have been registered in Singapore, branch offices will not benefit from any tax incentives because they are considered non-tax residents.
Branch offices are not tax residents because their control and management take place somewhere other than Singapore. The phrase “control and management” refers to decisions made regarding corporate and strategic matters related to the company. Such decisions are usually made by the members of the company’s board of directors during meetings.
Regardless of whether your company is a tax resident or non-tax resident, we at Paul Hype Page & Co will ensure that you pay as little tax as Singapore’s laws will allow. Our tax planning team will see to it that your tax burden will be reduced by as much as possible.
Since the management of the branch office is situated outside Singapore, it is the parent company’s responsibility to appoint a local agent who will communicate with the authorities about matters related to the payment of taxes.
Although a branch office in Singapore is not required to file the same accounting documents as a local incorporation, the parent company is obligated to send to its Singapore branch:
All the paperwork must be sent no later than two months after the annual general meeting (AGM) of the parent company.
The branch office must also file an ECI form which provides information on the branch office’s income generated in Singapore. The Singapore branch office must also have its accounts audited by a chartered accountant. Singapore branch offices are required to file a tax return on an annual basis.
Singapore Branch Office Annual General Meetings
Every company in Singapore is required to hold an annual general meeting (AGM). The same is true of foreign branches. During an AGM, the company’s financial statements will be presented to shareholders, who will then ask questions about the current state of the business.
AGMs are led by the meeting’s chairperson. The chairperson of the AGM also usually serves as the chairperson of the board of directors. However, should there be no chairperson, any other member is allowed to take up the role. Before an AGM begins, the company secretary must prepare all documentation which will be required.
In some cases, a branch office or any other foreign company might not be able to hold an AGM within the allowable time period. However, there is a way for branch offices and other foreign companies to overcome this problem. They may make a request to ACRA to ask for a one-off extension of up to two months. Despite this fact, though, not all foreign companies may do so.
Only those which must prepare head office financial statements under the laws of their place of origin or incorporation, but not have to table any financial statements at an AGM, may apply for this extension. Those which do so must apply before the annual filing deadline. There is a charge of S$200 imposed for the application.
FAQs
Yes, the accounts of the head office must be lodged with ACRA.
Yes, as long as the foreigner has an Employment Pass or a Dependent Pass.
Singaporean citizens, Singapore permanent residents (PRs), Employment Pass Holders, and Dependent Pass Holders are locally resident.
While the law does not compel a company to amend its memorandum and articles of association (M&AA) to cater to a one-director company, you may wish to examine your own M&AA to determine if it contains any provisions that will not be operable if there were just one director. Every company can draft its own set of M&AA and need not rely solely on the provisions in Table A of the Companies Act. For further information, refer to section 4 and 184 of the Companies Act.
We want to setup a office branch in Singapore
Dear Shubham
A branch of the foreign company that operates in Singapore is legally part of the foreign company and is not its own entity. This is an important point since it means that the foreign company’s head office bears the ultimate responsibility for any liabilities arising due to the acts of commission or omission of the Singapore branch office.
R. Paul