A Singapore Branch Office is dealt as the same entity as the foreign business (Head Office) which is incorporated outside Singapore. As a result, a Branch Office is exclusively an extension of its Head Office. Any move as opposed to a Singapore Branch Office is similar to an action versus the Head Office.
Here are the common features of a Singapore Branch Office:
Branch Office Name - The naming of a branch office will have to be that of the Head Office and must be approved by Accounting and Corporate Regulatory Authority (ACRA), Singapore`s Registrar of Companies.
Business Ventures - The pursuits of a Singapore Branch Office are governed by the Memorandum and Articles of Association (M&AA) and/or legislation of the Head Office.
Accounts and Audit - A Singapore Branch Office will need to record its Head Office accounts along with its private audited accounts with ACRA annually.
Annual General Meeting (AGM) - The condition to handle AGM relies upon on the law of the use of incorporation of the foreign firm.
Representatives - The Companies Act necessitates a foreign company to designate two local agents in Singapore to work with respect to the company. The agents must be a Singapore (i.e. Singapore Citizen, Singapore Permanent Resident (PR), Employment Pass (EP), Approval In-Principle Employment Pass (AIP EP) or Dependant Pass holder).
Shareholders - Is based on the constitution of the Head Office of the foreign company.
Statutory Registers - The needs of maintaining statutory registers and minutes book in the registered office is not relevant to a Branch Office.
Registered Office - A Branch Office must have a registered office in Singapore.
A certified true copy of its certificate of incorporation in the foreign country. A certified true copy of the foreign company's Articles of Association, Charter, Statutes or other options constituting or interpreting its constitution together with any amendments.
If one of the directors are resident in Singapore and are participants of the local board of directors, a memorandum documenting the capabilities of the local directors;
A Memorandum of Appointment of Agents or Power of Attorney under the seal of the company, duly validated, proclaiming the names, addresses and passport/NRIC numbers of several natural persons resident in Singapore authorized to work as the foreign company's agents.
