SINGAPORE BRANCH OFFICE REGISTRATION · Documents Required for Singapore Branch Office...
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SINGAPORE BRANCH OFFICE REGISTRATION
Transcript of SINGAPORE BRANCH OFFICE REGISTRATION · Documents Required for Singapore Branch Office...
SINGAPORE BRANCH OFFICE REGISTRATION
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
SINGAPORE BRANCH OFFICE
Documents Required for Singapore Branch Office Registration
In general, the following documents/information is required for registering a Singapore branch office:
• A certified copy of the Certificate ofIncorporation of the foreign company
• A certified copy of Memorandum andArticles (MAA) of the foreign company
• Particulars of the directors of the foreigncompany
• A memorandum of appointment and detailsof at least one person resident in Singaporewho will act as the agent for the Singaporebranch office
• A memorandum executed by or on behalf ofthe foreign company stating the powers ofthe local agent(s)
Any documents not in English must be translated in English before submission. The firm you have hired may require additional documents as necessary.
Key Registration Requirements for Singapore Branch Office
Branch office Name: The name of branch to be registered in Singapore must correspond to the name of the foreign company.
Branch office Officers: A Singapore branch must appoint at least one agent who is an ordinarily resident in Singapore, i.e. a Singapore citizen, a permanent resident, or an EntrePass / Employment Pass holder.
Foreign companies that plan to relocate one or more of their staff members from the head office to Singapore as resident agent, can apply for Employment Pass for such individuals after the branch has been registered.
Constitution and Activities: The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.
Registered Address: A Singapore branch must have a registered office located in Singapore.
The Companies Act requires all foreign companies to file its Annual Report and the audited accounts of its Singaporean branch office within two months of its Annual General Meeting, or within 7 months from the end of its financial year whichever is earlier
Any foreign company wishing to register a Singapore branch must engage the services of a professional services firm like Rikvin.
Annual Filing Requirements
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
Entity Name Must be the same as the parent company
Activities Allowed Must be the same as the parent company
Suitable For Foreign Companies who wish to expand their operations in Singapore
Disadvantages Continuing Compliance Obligations eg Financial Reports, Audit etc
Ownership Owned 100% by the head office
Separate Legal Entity No
Cap on Number of Members Not Applicable
Minimum Setup Requirements Must have at least one Singapore Resident Agent
Limited Liability No
Need for Audited Accounts Yes
Filing of Accounts with ACRA and IRAS
Yes
Annual Filing Must file branch office as well as parent company’s audit reports
Tax Treatment Taxed as non-resident entity, local tax benefits not available
Tax Benefits Partial tax exemption
Cessation of Business upon Death of a Member/Partner
No
Validity Period Perpetually until deregistered
Normal Registration Time 3 hours
Appointment of Officers Must appoint at least one resident agent
Governing Body ACRA & IRAS
BRANCH OFFICE SNAP SHOT
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
A MINIMUM OF ONE RESIDENT AGENT
The resident agent must either be a Singaporean Citizen, Singapore
Permanent Resident, or an EntrePass / Employment Pass holder.
A CORPORATE SHAREHOLDER
A corporate shareholder is required.
A LOCAL REGISTERED OFFICE ADDRESS
A registered corporate address in Singapore is required.
A PO Box address is not allowed.
STEP 1: UNDERSTANDING THE REQUIREMENTS FOR INCORPORATION OF A BRANCH OFFICE IN SINGAPORE
HOW TO INCORPORATE A BRANCH OFFICE IN SINGAPORE
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
STEP 2: GATHERING OF DOCUMENTS AND REQUIRED INFORMATION
Foreign companies have to engage a professional service bureau for
the registration of a branch office. Rikvin can assist you in the setting
up your branch office.
The following documents are required when registering a Branch
Office in Singapore:
• A certified copy of Certificate of Incorporation of foreign parent
company.
• A certified copy of Memorandum and Articles.
• Information such as nationality, passport number and other
personal information of directors of the branch office.
• A memorandum executed by or on behalf of the foreign company
stating the powers of the local directors, if any.
• A memorandum of appointment or power of attorney stating the
names and addresses of one or more residents in Singapore to act
as authorized agents to perform services and accept any official
notices served to the company.
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
Name Approval
The first step requires the submission of the company name to ACRA
for approval. It is therefore highly advisable to begin the name check
process as soon as you have a desired company name. The approval
process can be as fast as within an hour.
Incorporation
Once ACRA approves the company name, incorporation documents
may be filed immediately. With all appropriate documents in place,
ACRA can approve an incorporation of a company within a few hours.
The confirmation, together with the company registration number, is
sent via an email notification.
STEP 3: SUBMISSION PROCEDURE AND TIMEFRAMES
Incorporation of a branch office through ACRA is a two-step process through an automated system.
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
Once you have received the incorporation confirmation from ACRA, opening a corporate bank account is
the next important step in completing the incorporation process. When you set up your company through
Rikvin, we also help you with the bank account opening paperwork at our office. In just a couple of hours,
you will have your new company and corporate bank account ready for operation!
OPENING OF A CORPORATE BANK ACCOUNT FOR BRANCH OFFICE
To open a bank account you will need the following documents:
• Complete and signed Corporate Account Opening Forms
• Board of Directors Resolution sanctioning the opening of the account and the signatories to the account (most of the banks have their own format and you just need to sign it)
• Certified Copy of Certificate of Incorporation
• Certified Copy of Company’s Business Profile from ACRA
• Certified Copy of Company’s Memorandum and Articles of Association (MAA)
• Certified Copies of Passport (or Singapore IC)
• Proof of residential addresses of Directors, Signatories, and Ultimate Beneficiary Owners.
Copyright © 2014 Rikvin Pte LtdLast updated on 3 March 2014
Lowest Effective Corporate Tax RatesTax System: Single-tier corporate income tax system
Taxation on dividends: NONE
Capital gain tax: NONE
CORPORATE TAX RATES FOR BRANCH OFFICE
Taxation of a Singapore Branch Office
All local Singapore branch is required to file a Tax Return on an annual basis.
A Singapore branch is generally considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax benefits (e.g. tax incentives and tax treaties) available for Singapore resident companies.
Singapore’s maximum corporate tax rate is 17%. However, it has the lowest effective corporate tax rate in the world when partial tax exemption, incentives and rebates are included.
BRANCH OFFICE EFFECTIVE CORPORATE TAX RATES (2013-2015)
Copyright © 2015 Rikvin Pte Ltd
RIKVIN PTE LTD
30 Cecil Street, #19-08 Prudential Tower, Singapore 049712
Main Line : (+65) 6320 1888 Fax : (+65) 6438 2436 Email : [email protected] Website : www.rikvin.com
Reg No 200100602K EA License No 11C3030
The information contained herein is intended for general information purposes only and shall not be regarded as professional advice. Readers are therefore advised that before acting on any matter arising from these notes, they should discuss their particular situation with the Firm. No liability can be accepted for any action taken as result of reading the notes without prior consultation with regard to all relevant factors.
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