A branch office is an extension of a head-office of a company owned and held by foreign residents. Legally, a branch office has no separate legal identity and it is used to carry out operating activities of its parent company in another country. Shareholding, structure and business activities of the company are managed and directed by foreign company’s memorandum and articles of association (MOA) or such other constitution documents. A branch office does not have its own MOA or and its activities are limited to those stipulated under constitution documents of parent foreign company.
Since, a branch office has no separate legal status; it cannot be sued in its own name. All the suits or claims are directed to the head office of the foreign entity. However, a claimant can file an appeal before Singapore’s courts of law to initiate any legal proceedings against the headquarters, by virtue of any act of branch office.
Like all other companies, a branch office needs to get registered with ACRA after getting approval of its name. All the rules and regulations related to incorporation of branch office are governed under Companies Act. Name of a branch office should correspond to the foreign company’s name.
No special approval from government agencies is required to open up a branch office except for the Banks and such other financial institutions, which need approval from “Monetary Authority of Singapore (MAS)”.
Following documents are required for registration of branch office:
- Certified True copy of Incorporation certificate of Foreign company
- Certified True copy of Memorandum & Articles of Association of Foreign company
- Complete particulars of all the directors of foreign company and if any of those directors are local residents, a memorandum stating their powers.
- Power of Attorney of agents appointed for Singapore branch office
- Agents’ declaration giving consent to act as agent
- Name approval document
- Registered address of branch office in Singapore
If constitution documents and Memorandum & Articles of Association are in local language, a translated version in English language of all these documents must be submitted.
Every registered branch office must have at least two agents to act on behalf of foreign company. These agents must be:
- Local residents/Singapore Citizen; or
- Holder employee pass
- Holder of Dependent Pass or Approval-In-Principal Letter
Role of these agents is limited to their service contract and their liabilities are less than those of directors of the company.
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