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Setting Up a ������ý Branch Office

A Branch Office in ������ý is an extension of a foreign parent company registered outside of ������ý. The purpose of a Branch Office is to facilitate operation and revenue generation in ������ý for the foreign parent company. It is considered a non-resident for tax purposes and, therefore, not eligible for tax incentives and exemptions available to ������ý private limited companies.

Requirements for Setting Up a Branch Office in ������ý

• 1 Corporate Shareholder
• 1 ������ý Resident Agent
• A Registered Office Address in ������ý

The ������ý Companies Act does not permit foreign companies to self-register a Branch Office. You can engage InCorp, ������ý’s leading specialist in the registration of companies with ACRA, to assist you with the registration of a Branch Office at the Accounting and Corporate Regulatory Authority of ������ý (ACRA). We can set up your Branch Office in less than 24 hours if you have all the required documents ready.

What You Need to Know Before Registration

Name: The Branch Office’s name must be the same as the parent company. ACRA must also approve the name before the ������ý Branch Office can be registered. ACRA will reject a proposed name for incorporation if:

• It is identical to another existing business name
• It is undesirable
• Names or trademarks which are similar to established names such as Coca-Cola and Temasek

Shareholders: The parent company must own 100% of the Branch Office. Resident Agents: The ������ý Branch Office must have at least one agent who is “ordinarily” a resident in of ������ý. A ������ý resident agent can be a ������ý citizen or permanent resident or holder of an Employment Pass or Dependant’s Pass. InCorp can assist you in the application for of an Employment Pass for the foreign management staff member relocating to ������ý to run the Branch Office operations. The management staff member can act as the local agent for the Branch Office upon approval of his Employment Pass application. There is no limit on the number of additional local or foreign agents a ������ý Branch Office can appoint. The agent must be at least 18 years of age and must not be bankrupt or convicted for any criminal malpractice in the past. Company Secretary: A ������ý Branch Office is not required to appoint a Company Secretary. It is, however, highly recommended to have a Corporate Secretary to help stay in compliance with the statutory regulations. Registered Address: Every business registered in ������ý is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. The Use of a residential address is allowed for certain types of businesses.

Taxation of ������ý Branch Office

A ������ý Branch Office is considered a non-resident company for tax purposes. Non-resident companies are not eligible for tax incentives for new start-ups or resident companies, and therefore, most foreign companies prefer to set up a Subsidiary Company rather than a Branch Office.

Employment Passes for Branch Office Employees

Work Visa for Staff: Foreign corporations that plan to relocate their management staff to ������ý to run their new ������ý Branch Office setup must apply for an Employment Pass. Branch Office without��Relocating��any staff:��Foreign corporations that do not intend to relocate foreign staff members to ������ý to operate the Branch Office can engage InCorp’s Nominee Agent Service to appoint one local agent to fulfil the registration requirement.

Procedure and Timeline for ������ý Branch Office Registration

	Procedure	Responsibility	Average Timeline
1	Complete our full detail��online form��to expedite the ��branch office incorporation process	Client	10 minutes
2	Send us passport copies (or IC for ������ýans) of proposed directors and corporate shareholders for ������ý company & make payment for the services	Client	Depends on you
Upon completion of the above, we will
1	Reserve company name	InCorp	10 minutes
2	Prepare necessary incorporation documents	InCorp	30 minutes
3	Sign and return incorporation documents	Client	Depends on you
�� �� Upon completion of the above, we will
1	Incorporate the company with Accounting & Corporate Regulatory Authority of ������ý	InCorp	20 minutes
2	Prepare company documents for bank account opening and handover to the client	InCorp	15 minutes

The Registration Process With ACRA is a Two-step Process:

1. Name approval
2. Branch Office registration

ACRA does not allow foreign companies to self-register. You can engage InCorp to assist you in registering your Branch Office. ��You need not be��in ������ý for the registration of the Branch Office. The approval process takes approximately 1-2 days provided all documents are in place.

Opening of a Corporate Bank Account

Once the Branch Office has been incorporated, you may open a corporate bank account with any of the local or international banks based in ������ý and, in some cases, overseas. If you are unable to come to ������ý, you may choose a bank that allows the opening of a corporate bank account without your presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without having to be in ������ý.

Post Incorporation – What You Need to Know

Licenses and Permits: Some business activities in ������ý are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation unless you have the necessary approval or license from the relevant government authorities. Private schools, video companies, travel agencies, liquor distributors, money lenders, banks, financial advisers, childcare centers and importers, wholesalers, and retailers of liquor licenses are some examples of business that need permits to operate. Registered Office Hours: You must have a registered office address, and the office must be open to the public for a minimum of three hours per day during normal business hours on weekdays. Registration Number: Business registration number issued by ACRA must be on all letterheads, invoices, billings, or other documents used for official business communications. Customs Registration: If your business activities involve import, export, and transshipment in and out of ������ý, you will need to register your Branch Office with the ������ý Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for ������ý companies or organisations engaged in trading activities. ������ý Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in ������ý and on the import of goods into ������ý. Goods exported from ������ý and international services provided from ������ý are exempt from GST. The current rate is 9% (w.e.f. 1st January 2024). All ������ý businesses must register for GST if their annual taxable revenue is more than S$1 million or if they are��currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable. You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Once approval is given, you must remain registered for at least two years. Registration of ������ý Central Provident (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are ������ý citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 17% and 20%, respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.

Ongoing Branch Office Statutory Compliance Considerations

Once your ������ý Company is incorporated, you must comply with the statutory requirements set by the Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of ������ý (IRAS).

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