How To Register A Branch Office In Singapore?

8 min read|Last Updated: February 6, 2024|

Choosing the right legal structure is crucial for foreign companies expanding to Singapore. Decide between a branch or subsidiary for business expansion, considering their impact on customer base, accessibility, and distribution speed. Make an informed choice for success.

To answer this question, the foreign company needs to understand the following:

  • Legal risk tolerance

  • Taxation issues

  • Compliance Challenges

Let’s start off with the fundamental question of: “What is a branch?”

Definition of a branch office

A branch serves as an extension of the foreign head office company, allowing engagement in core activities like sales and contracts. The branch office has the capacity to perform the same activities as the head office but is not recognized as a distinct legal entity.

Consequently, any legal contract signed by the branch company legally binds the head office, even if it was not entered into by a representative or with the permission of head office management.

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 constitute a component of the parent organization, established to execute identical business operations. As these branch offices are situated in various locations, they expand the corporate reach of the parent company, thereby augmenting its profits.

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:

  • Speed of Incorporation: A branch office can be set up relatively quickly as all the registration details as company name, directors and shareholders is the same as Head office.
  • Ease of Commercial Operation: There is no need to set up new accounting, legal, HR and admin system as it is just an extension of Head office. Management wants to use a branch office as an interim step, using it to gain local knowledge and make sales before acquiring or establishing a subsidiary.

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, we advise you to contact us to ensure a smooth registration process. All foreign companies planning to register a Singapore branch office must follow regulatory requirements.

  • Name: The name of the branch office must be in line with that of the foreign parent company.

  • Officers: A Singapore branch office must appoint at least one authorised representative who is legally an ordinarily resident in Singapore (Singapore Citizens/ Permanent Resident) and at least 18 years old.

  • Constitution: The constitution must be the same as that of the parent company. There is no separate constitution for the branch office in Singapore.

  • Registered Address: A Singapore branch office must have a registered office located in Singapore. Registered address must be a physical address and cannot be a PO Box. Certain types of businesses allow the use of a residential address.

STEP 2: Prepare the necessary documents

  • Certified copy of the Certificate of Incorporation of the foreign company
  • Certified copy of the Constitution of the foreign company
  • Particulars of the directors of the foreign branch office/company
  • A memorandum of appointment and details of at least one person resident in Singapore who will act as the authorised representative for the Singapore branch office
  • A memorandum executed by or on behalf of the foreign company stating the powers of a legal permanent resident of Singapore, who will be the authorised representative of the foreign branch office.
  • Details of the branch office’s Singapore registered office address
  • Latest audited financial statements of the parent company

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. You can use supporting details such as company brochures to bolster the application.

STEP 3: Register as a branch with the Accounting and Corporate Regulatory Authority (ACRA)

STEP 4: After completing registration with ACRA, the branch office will attain the status of a legal entity.

Although the registration itself typically takes less than a day, the entire process can take up to a week to complete. This is because completing the signing of registration documents, name reservation, and client due diligence processes are all necessary.

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).

  • Branch company may not be tax in the location that they operated if it does not fulfil the concept of Permanent Establishment hence all profits will be tax in Head office which may have a low corporate tax rate such as Singapore of 17%.

    The branch company can perform non-permanent establishment are activities such as advertisement of products and services and/or communication with regional clients which contribute to Head office commercial activities.

  • Depending branch local tax laws, Companywide or Head office profits may be exposed to taxation in the country where the branch is located.

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 not a separate entity, it may not require multiple government registrations or need to maintain a minimum level of capital. 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

Singapore taxes a branch office at the standard corporate tax rate of 17% annually. Unlike Singapore-registered companies, branch offices do not qualify for tax incentives as they are classified as non-tax residents.

Branch offices do not qualify as tax residents because their control and management occur outside Singapore. The term “control and management” pertains to decisions concerning corporate and strategic matters, typically made by the company’s board of directors during meetings.

Whether your company is a tax resident or non-tax resident, Paul Hype Page & Co guarantees to minimize your tax liability within Singapore’s legal framework. Our tax planning team will work to reduce your tax burden as much as possible.

As the management of the branch office is located outside Singapore, it falls upon the parent company to appoint a local agent responsible for liaising with authorities regarding tax payment matters.

The parent company must send the following to its Singapore branch, although the branch office is not required to file the same accounting documents as a locally incorporated entity:

  • copies of the financial accounts for the year of assessment
  • documents related to the financial accounts filed with the tax authorities in the country of origin of the branch office

The parent company must send all the paperwork no later than two months after its annual general meeting (AGM).

The branch office must also submit an ECI form, which details the income generated in Singapore. Additionally, a chartered accountant must audit the accounts of the Singapore branch office. Singapore branch offices must file a tax return annually.

Singapore Branch Office Annual General Meetings

Every company in Singapore must conduct an annual general meeting (AGM), including foreign branches. Shareholders review financial statements during the AGM, where they can inquire about the business’s current state.

The meeting’s chairperson leads AGMs and typically doubles as the board of directors’ chairperson. In the absence of a chairperson, any other member may assume the role. Before commencing an AGM, the company secretary must prepare all necessary documentation.

In certain cases, foreign companies may struggle to hold AGMs within the allowed timeframe. However, they can request a one-time, two-month extension from ACRA to address this issue. Yet, not all foreign companies can request an extension.
Companies needing to prepare head office financial statements but not required to present them at an AGM can request this extension. They must submit applications before the annual filing deadline and pay a S$200 fee.


Come down to our office or get in touch virtually for an incorporation assessment today.


Must the accounts of the head office lodge with ACRA?2020-11-19T10:00:25+08:00

Yes, the accounts of the head office must be lodged with ACRA. 

Can a Foreigner be appointed as the manager of the Company?2020-06-24T15:55:36+08:00

Yes, as long as the foreigner has an Employment Pass or a Dependent Pass.

What status is considered locally resident? Are Employment Pass holders locally resident? What about Dependent Pass holders and Permanent Residents?2020-06-24T15:55:16+08:00

Singaporean citizens, Singapore permanent residents (PRs), Employment Pass Holders, and Dependent Pass Holders are locally resident.

If my company has one director and one shareholder, is it compulsory to amend my company’s M&AA?2020-06-24T15:54:51+08:00

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.

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  1. Profile Picture For admin
    Shubham Gaumat March 18, 2019 at 3:03 pm - Reply

    We want to setup a office branch in Singapore

    • Profile Picture For admin
      angela ng April 3, 2019 at 7:44 am - Reply

      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

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