SINGAPORE BRANCH OFFICE REGISTRATION

Transcription

1 SINGAPORE BRANCH OFFICE REGISTRATION

2 SINGAPORE BRANCH OFFICE 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. 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 of Incorporation of the foreign company A certified copy of Memorandum and Articles (MAA) of the foreign company Particulars of the directors of the foreign company A memorandum of appointment and details of at least one person resident in Singapore who will act as the agent for the Singapore branch office A memorandum executed by or on behalf of the foreign company stating the powers of the 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. 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 Annual Filing Requirements Any foreign company wishing to register a Singapore branch must engage the services of a professional services firm like Rikvin.

3 BRANCH OFFICE SNAP SHOT Entity Name Activities Allowed Suitable For Disadvantages Ownership Separate Legal Entity Cap on Number of Members Minimum Setup Requirements Limited Liability Need for Audited Accounts Filing of Accounts with ACRA and IRAS Annual Filing Tax Treatment Tax Benefits Cessation of Business upon Death of a Member/Partner Validity Period Normal Registration Time Appointment of Officers Governing Body Must be the same as the parent company Must be the same as the parent company Foreign Companies who wish to expand their operations in Singapore Continuing Compliance Obligations eg Financial Reports, Audit etc Owned 100% by the head office No Not Applicable Must have at least one Singapore Resident Agent No Yes Yes Must file branch office as well as parent company s audit reports Taxed as non-resident entity, local tax benefits not available Partial tax exemption No Perpetually until deregistered 3 hours Must appoint at least one resident agent ACRA & IRAS

4 HOW TO INCORPORATE A BRANCH OFFICE IN SINGAPORE STEP 1: UNDERSTANDING THE REQUIREMENTS FOR INCORPORATION OF A BRANCH OFFICE IN SINGAPORE 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.

5 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.

6 STEP 3: SUBMISSION PROCEDURE AND TIMEFRAMES Incorporation of a branch office through ACRA is a two-step process through an automated system. 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 notification.

7 OPENING OF A CORPORATE BANK ACCOUNT FOR BRANCH OFFICE 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! 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.

8 CORPORATE TAX RATES FOR BRANCH OFFICE Lowest Effective Corporate Tax Rates Tax System: Single-tier corporate income tax system Taxation on dividends: NONE Capital gain tax: NONE 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 ( )

9 RIKVIN PTE LTD 30 Cecil Street, #19-08 Prudential Tower, Singapore Main Line : (+65) Fax : (+65) info@rikvin.com Website : Reg No K 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. DOWNLOAD THE RIKVIN MOBILE APP FOLLOW US ON: Copyright 2015 Rikvin Pte Ltd