Singapore Branch Office Registration
Despite the benefits of setting up a subsidiary company, large foreign companies often prefer to operate a Branch Office. Where a subsidiary company is a separate entity from the foreign company (and is governed and managed entirely in Singapore) a Branch Office is essentially an extension of the foreign company, managed by the same directors of the foreign company. This means, that although the Branch Office can carry out business largely independently in Singapore, its legal obligations and liabilities extend to the parent company. For this reason, it is necessary for foreign entities to pay close scrutiny to the operations of their Singapore Branch Office.
The registration of a Branch Office begins with applying for, and reserving, the business name. This must be the same/as close as possible to the foreign parent company. Once the name is approved, you will need to furnish branch registration details in our prescribed form and supporting documents will be requested from you to facilitate due diligence work and to prepare documents for the branch office registration.
Documents required for branch office registration are as follows:
For the Foreign Parent Company
- Completed and endorsed Branch Office Registration Order Form;
- Certified Copy of the Certificate of Incorporation (or equivalent);
- Certified Copy of the Constitution or Memorandum of Association or Charter or equivalent;
- Certified Copy of the current Register of Members & Directors;
- Certified Copy of the Foreign Company’s latest audited Annual Financial Statements;
- Personal information of the Foreign Company’s current Directors, including their: name, nationality, identification/passport number with date/place of birth, residential address and date of appointment (*See compliance notes below for KYC documents required);
- Memorandum of Appointment or Power of Attorney (legally executed) of at least one local Authorized Representative who is an ordinarily resident in Singapore, stating the appointed Authorised Representative’s name, address and NRIC number;
- Memorandum executed by, or on behalf of the Foreign Company, stating the powers of the Directors with respect to the administration of the Singapore Branch;
- Registered Office Address of the Branch Office in Singapore.
- All documents submitted must be officially translated to English and all copies of documents must be certified by a Notary Public.
- A Memorandum of Appointment or Power of Attorney must be verified and accompanied by a duly signed Statutory Declaration ( for Commonwealth Countries) or Affidavit (for non-Commonwealth Countries);
For the Local Authorized Representative
- Copy of Singapore NRIC;
- Copy of passport, if individual is not a citizen of Singapore;
- Signed statement of Consent to Act.
For Our Due Diligence and Compliance
- In addition to the Completed Branch Office Registration Order Form, a corporate summary of the business of the foreign company;
- Proof of residential address of all the Directors e.g. utility bill (current within 3 months);
- Personal bank reference letter for at least one shareholder and one director of the foreign parent company
Note: Our compliance department may request for additional information / documentary support before we proceed with the branch registration.
Following the successful registration of the Branch Office, it is important to take note of the strict statutory reporting requirements which help to govern the special relationship between the Foreign Company and the Branch Office. A set of audited accounts disclosing the Branch Office’s annual financial transactions must be filed each year with ACRA, as well as a copy of the Foreign Company’s audited accounts (in English). Concerning the management and operation of the Branch Office, the business activities and Branch Office’s Constitution should align with those of the Foreign Company.
- Registration of a Singapore Branch Office: S$1,800.00 (including Government fees, disbursements and self-inking branch office stamp)
- Corporate Secretarial Service fee: S$860.00 for one year
- Registered Office Address (to receive Government mail): from S$360.00 for one year
- Provision of Nominee Authorised Local Representative: from S$300.00 per month, payable for 3 months (until EP is approved and the service is no longer required).**
- Application for Employment Pass: from S$1,460.00 - $2,050.00 (including government fees), depending on whether a regular EP or sponsorship EP is required.
Total Package Fee: From S$5,380.00 excluding GST
- Approval of Employment Pass Applications are subject to the Ministry of Manpower’s discretion based on current eligibility criteria and government initiatives.
- Our application service fee for one Dependant Pass (enabling spouse to live in Singapore for the validity of main applicant’s pass) is $500 (excluding government fees).
- For the provision of our nominee authorised representative, there is a S$2,000** refundable security deposit to be paid up front. This security deposit will be refunded when you no longer require our local authorised representative service.
With effect from the 1st of September 2020, the Ministry of Manpower (MOM) has raised the minimum qualifying salary for new Employment Pass (EP) applications
from S$3,900 to S$5,000. For financial services sector, the minimum qualifying salary is S$5,000 with effect from 1 December 2020. The same will be raised in tandem for older and more experienced candidates. For Renewal applications this criterion will apply from 1 May 2021.
A foreign company that is interested in setting up a branch office in Singapore will usually engage a professional services firm to assist it with the branch registration and to act as a contact point for any clarifications required by the approving authorities. Please contact us if you are interested in registering a Branch Office in Singapore.