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Related Topics:

Singapore Corporate Income Tax Overview

Singapore Personal Income Tax Overview

How to Register a Singapore Company

Registering a Singapore Subsidiary Company

Registering a Singapore Branch

Registering a Representative Office in Singapore

Corporate Taxes

Our Services

Contact Us for Foreign Company Registration in Singapore

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Foreign Company Registration Options in Singapore

A foreign company is one that is incorporated outside Singapore and wishes to register an office in Singapore. A foreign company may either register an office for non-business purposes or for business purposes in Singapore.

For non-business purposes, it may register a Singapore Representative Office where as to conduct business it may either register a Singapore Subsidiary Company or as a Singapore Branch Office of the foreign company.

The procedure and documentation for the registration of a Singapore Subsidiary Company is different from that of a Singapore Branch Office. Generally, it is faster and easier to register a Singapore Subsidiary Company.

There is no significant tax deviation on income derived by a branch or a Singapore subsidiary company.

Recommended Notes

Foreign Company Registration Options - How are they different?

Singapore Subsidiary Company (Foreign Company Registration)
This is the most widely used option for foreign company registration in Singapore. A Singapore Subsidiary Company is a separate legal entity altogether. Generally, the Singapore government permits 100% ownership of the Singapore Subsidiary Company by the foreign company.

A company requires to have a minimum of one director and one shareholder. At least one of the the directors must be ordinarily resident in Singapore. There is no restriction on the number of foreign directors that a company may have.

If a foreign company does not plan to have a local director in Singapore, we can provide nominee director service to satisfy the legal requirement for local director.

Read details of Registering a Subsidiary of Foreign Company.

Singapore Branch Office (Foreign Company Registration)
A Singapore Branch of a foreign company is not a separate legal entity as it is considered to be merely an extension of a company incorporated outside Singapore.

A Singapore Branch does not have a distinct legal personality. Therefore, its liabilities may be enforced against all the assets of the foreign company, whether or not the assets are in Singapore, and whether or not the liabilities are attributable to the branch's operations in Singapore. Any action against a Singapore Branch Office is tantamount to an action against the head office.

As the Singapore Branch is regarded as an extension of its head office, potential claimants (whether in the country of incorporation, Singapore or elsewhere) would, therefore, also have access to the Singapore courts in respect of the foreign company's business activities worldwide.

Read details of Registering a Singapore Branch of Foreign Company

Representative Office (Foreign Company Registration)
A Representative Office of a foreign company in Singapore can be used for promotional activities only and it cannot enter into any business transactions either in its own capacity or on behalf of the parent company. Approving authority for registering a Representative Office is IE Singapore.

A Representative Office in Singapore has very limited use since it cannot engage in any other business activities but promotional activities.

Approval can take 2-3 weeks and will usually be valid for one year. A representative office must re-apply for a continuation of its status after the expiry of the initial period of approval.

Read details of Registering a Representative Office of Foreign Company

Singapore Subsidiary Company vs. Singapore Branch
(Foreign Company Registration)

Singapore Subsidiary Singapore Branch
Legal Status Legal Status
A Singapore Subsidiary of a foreign company is a locally incorporated company with the shareholders being the foreign company. As such its a separate legal entity altogether and distinct from its parent company. A Singapore Branch is the same entity as the parent company (“Head Office”) which is incorporated outside Singapore. Thereafter, a Branch is not a separate entity but only an extension of its Head Office. Any action against a Branch is tantamount to an action against the Head Office.
Name Name
The choice of name of a Singapore Subsidiary is subject to approval by the Accounting and Corporate Regulatory Authority (“ACRA”). The name of a branch will have to be that of the Head Office and approved by ACRA.
 
Activities Activities
The nature and extent of a Singapore Subsidiary’s activities are governed by its Memorandum and Articles of Association (“MAA”). The activities of a Branch are governed by the MAA and/or By-laws of the Head Office.
Accounts Accounts
A Singapore Subsidiary must file its audited accounts with ACRA on an annual basis unless it is an exempt private company. A Singapore Branch must file with ACRA annually its Head Office accounts as well as its own audited accounts relating to its operations in Singapore.
Annual General Meeting Annual General Meeting
A Singapore Subsidiary is required to hold an Annual General Meeting (“AGM”) at least once in every calendar year at intervals of not more than 15 months for the purpose of tabling its accounts which shall be made up to a date not more than 6 months before the date of the AGM. The First AGM can however be held within 18 months from the date of foreign company registration. The requirement to hold AGM depends on the law of the country of incorporation of the Head Office.
 
Officers Officers
A Singapore Subsidiary must have at least one director who must be ordinarily resident in Singapore. A Singapore citizen, a Permanent Resident of Singapore or an expatriate holding a valid employment pass may act as the resident director. A Singapore Branch is required to have at least 2 persons ordinarily resident in Singapore to act as agents whose authority is to accept service of process and notices required to be served on the company in Singapore.
Shareholders Shareholders
A Singapore Subsidiary may be incorporated with only one shareholder who can be the foreign company. There is no requirement for shareholder(s) to be resident in Singapore. Depends on the constitution of the Head Office.
Statutory Registers Statutory Registers
A Singapore Subsidiary is required to keep certain statutory registers and minute books under the Companies Act, Cap. 50. The requirements of keeping statutory registers and minute books in Singapore are not applicable to a Singapore Branch.
Registered Office Registered Office
A Singapore Subsidiary must have a registered office situated within Singapore. A Singapore Branch must have a registered office situated within Singapore

Review Foreign Company Registration Packages

Other Related Information

The Singapore Government promotes its regulatory environment as business-friendly, with transparent and clear regulations. Tax, banking and finance, labor, industrial health and safety, arbitration, wage and training rules and regulations are formulated and reviewed with the interests of foreign investors and local enterprises in mind. In addition, procedures for obtaining licenses and permits are generally transparent and not burdensome. Local and international business community regards Singapore's government as clean and corruption-free.

Related Topics:

Singapore Corporate Income Tax Overview

Singapore Personal Income Tax Overview

How to Register a Singapore Company

Registering a Singapore Subsidiary Company

Registering a Singapore Branch

Registering a Representative Office in Singapore

Corporate Taxes

Our Services

Contact Us for Foreign Company Registration in Singapore

Information Index


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