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  • Foreign Company Registration Overview

    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.

    Singapore Subsidiary Company is taxed as a resident company whereas a branch office is taxed as a non-resident company. Resident companies are eligible for local tax exemptions.

    Branch Office

    A foreign company is one that is incorporated outside Singapore. It has to register a branch in Singapore under the Companies Act before it can commence business here. Any foreign company wishing to register a branch is advised to engage a professional firm (e.g. lawyers, accountants, chartered secretaries) or a service bureau to assist him or her preparation and filing of the application for 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.

    The Companies Act requires a foreign company to appoint two local agents from Singapore to act on behalf of the company. The agents must be “ordinarily resident” (the usual place of stay of a person) in Singapore.

    For Accounting and Corporate Regularity Authority’s (“ACRA”) purposes, if a person can provide a local residential address and prove that he is staying in Singapore on a long-term arrangement (i.e. legally remain in Singapore for a long period), ACRA may accept that he is an ordinarily resident here.

    Singapore Subsidiary

    A Singapore Subsidiary of a foreign company is a locally incorporated company with the shareholder being the foreign company. As such its a separate legal entity and distinct from its parent company.

    Key Characteristics of a Singapore Subsidiary

    ⓐ The foreign entity can hold 100% shares of its Singapore Subsidiary Company.

    ⓑ At least one of the directors of the Singapore Subsidiary must be a local resident director.

    ⓒ Each Singapore Subsidiary must appoint a local resident qualified company secretary.

    ⓓ Any overseas staff planning to work for the Subsidiary Company in Singapore will need to obtain an employment pass.

    ⓔ A Singapore Subsidiary needs to file annual audited accounts with authorities.

    Singapore has a minimum of business formalities for establishing a business and favors foreign investment. There are no exchange controls or restrictions on the introduction of capital or the repatriation of capital and profits and there are no currency regulations.

    A Singapore Subsidiary can be formed quickly and easily. The corporate tax rates in Singapore are low in comparison with many of the other developed countries. Singapore has double taxation agreements with many other countries.

    A Singapore Subsidiary is required to keep its accounting and other records that will sufficiently explain the transactions and financial position of the company and enable true and fair profit and loss accounts and balance sheets to be prepared. If such records are kept in a place outside Singapore, copies must be kept in Singapore.

    The Singapore Companies Act requires that a company name must be approved before the company can be registered.

    It’s company’s responsibility to update Accounting and Corporate Regulatory Authority (“ACRA”) of any changes in its registered particulars e.g. change of company name, registered office address, change of directors, other officers, etc.

    A Singapore Subsidiary cannot start to trade until it has been successfully registered with ACRA.

    Representative office

    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 1-2 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.

    Key Features

    ⓐ A representative office cannot enter into any business transactions either in its own capacity or on behalf of the parent company.

    ⓑ A representative office in Singapore cannot conclude contracts, provide consultancy for a fee, undertake transshipment of goods, open or negotiate any letters of credit.

    ⓒ A representative office does not have to maintain accounts or file tax returns in Singapore.

    ⓓ A Singapore representative office has the benefit of allowing a foreign company to test out the business environment in Singapore before committing to any investment decisions.

    ⓔ A representative cannot engage in any other business activities but promotional activities.

    ⓕ Foreign companies wanting to maintain long term operations in Singapore will be required to incorporate as legal entities in due course.

    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.

    Branch Office

    The requirements for registration of a Singapore Branch Office of a foreign company are prescribed by Singapore Companies Act. Application must be made to Accounting and Corporate Regulatory Authority (“ACRA”) for approval of its name.

    Important Facts at a Glance

    Legal Status

    A Singapore Branch Office is the same entity as the foreign 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 Singapore Branch is equivalent to an action against the Head Office.

    Name

    The name of a branch will have to be that of the Head Office and must be approved by Accounting and Corporate Regulatory Authority (“ACRA”).

    Activities

    The activities of a Singapore Branch Office are governed by the Memorandum And Articles of Association (“MAA”) and/ or By-laws of the Head Office.

    Accounts

    A Branch Office in Singapore 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

    The requirement to hold AGM depends on the law of the country of incorporation of the foreign company.

    Officers

    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. These agents may not be companies themselves but must be natural persons.

    Shareholders

    Depends on the constitution of the Head Office of the foreign company.

    Statutory Registers

    The requirements of keeping statutory registers and minute books in Singapore are not applicable to a Branch.

    Registered Office

    A Branch must have a registered office situated within Singapore.

    Registration Procedure & Requirements

    The requirements for registration of a Singapore Branch Office of a foreign company are prescribed by Singapore Companies Act. Application must be made to Accounting and Corporate Regulatory Authority (“ACRA”) for approval of its name.

    The following documents are required:

    ⓐ A certified copy of its certificate of incorporation in the foreign country;

    ⓑ A certified copy of the instrument defining its constitution;

    ⓒ A list of directors with their particulars;

    ⓓ If any of the directors are resident in Singapore and are members of the local board of directors, a memorandum stating the powers of the local directors;

    ⓔ A memorandum of appointment or power of attorney of two or more local agents authorised to accept notices served on the branch on its behalf. The local agents must be natural persons resident in Singapore;

    ⓕ A statutory declaration by the agent confirming particulars of the branch;

    ⓖ A notice of location of its registered office in Singapore.

    If the original documents of the foreign incorporation are not in English, certified translated copies in English must be filed with ACRA.

    Other Related Info

    Foreign companies’ investment has been the main force behind Singapore’s rapid development over the past 35 years. Singapore’s investment laws are clear and fair, and present few problems for business. Foreign and local businesses are treated equally, there is no production or local content requirements, and nearly all sectors are open to 100 percent foreign ownership.

    Residents and non-residents may hold foreign exchange accounts. There are no controls or requirements on transfers, payments, or repatriation of profits.

    Incorporation procedure will approximately take 1 to 2 working days (online application normally takes 15 minutes after the registration fee is paid. However, it may take between 14 days to 2 months if it needs to be referred to other authorities for approval or review.)

    Government Fee for Registration as follow:

    ⓐ For foreign company with share capital will be S$315.00 (this inclusive of name approval fee and registration fee)

    ⓑ For foreign company without share capital will be S$1,215.00 (this inclusive of name approval fee and registration fee)

    A foreign company is usually incorporated within 15 minutes after the registration fee is paid.

    However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review. For example, if the intention of the foreign company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.

    Additional Info:

    An approved company name will be reserved for 60 days from the date of name application. If you need more time, you can extend the reservation of the approved company name via BizFile for another 60 days. The fee payable is $10. Please note that you will have to apply for the extension latest by the 59th day from the date of name application; otherwise you will not be able to apply for the extension.

    Procedure & Requirements for setting up a Singapore Subsidiary

    The requirements and procedures for registering a Singapore Subsidiary of a foreign company are mostly the same as registering a new Limited Company in Singapore. The only difference being that in case of a Singapore Subsidiary, the shareholder happens to be the foreign company. Therefore for further details, please refer to Procedure for setting up of Limited Company page.

    Procedure & Requirements for Setting up a Representative Office

    In order to apply for the Singapore Representative Office approval, an application has to be completed.

    In addition, the following documents are required:

    ⓐ A copy of the parent company’s Certificate of Incorporation (in English or an official translation)

    ⓑ The parent company’s latest annual report and audited accounts

    ⓒ If the applicant is unable to provide the above requested documents, the applicant must be written to seek waiver and provide a set of the company brochures and self-declare the needed information.

    Approval can take 1-2 weeks and will usually be valid for one year. A representative office in Singapore must re-apply for a continuation of its status after the expiry of the initial period of approval. A representative office can be renewed for a total of not more than 3 years. After the registration of representative office, the foreign company can apply for employment pass for their overseas personnel that will be relocating to Singapore. The foreign company can also hire local staff to handle Rep Office support operations.


  • Hong Kong Office

    : Unit 706, 7/F, South Seas Centre Tower 2, No.75 Mody Road, Tsim Sha Tsui East, Hong Kong / Tel:(852)3913-9500 / Fax:(852)2170-1919 / Webmaster:tnccsteam@korchina.com

  • Singapore Office

    : 3 Shenton Way #16-08 Shenton House Singapore 068805 / Tel: (65)6542-2309 / Fax : (65)3125-7338 / Privacy - 私隱政策

  • Korea Office

    : 9F, Pung Sung Bldg, 21, World Cup buk-ro, Mapo-gu, Seoul, Korea 04001 / Tel : (82)70-7436-5844 / Fax : (82)2-713-0056

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