Company Registration in Singapore, Company Formation in Singapore, Company Incorporation in Singapore, Foreign Company Registration in Singapore, Foreign Company Formation in Singapore, Foreign Company Incorporation in Singapore, Company Registration Process in Singapore, Doing business in Singapore, Foreign Direct Investment in Singapore, Foreign Investment Guide Line in Singapore, Foreign Branch/ Liason office open in Singapore
S & F CONSULTING FIRM LIMITED is an international business/ company registration consultancy firm.
Foreign Company Registration (100% Foreign Investment, Joint Venture, Virtual/ Branch/ Liason Office, Foundation), Taxation, Accounts & Audit, Legal, Company Secretarial & Management Consultancy.
Company Registration/ Formation/ incorporation in Singapore, Foreign Direct Investment in Singapore-FDI, FDI in Singapore, Doing Business in Singapore
Subsidiary Company
A subsidiary company is a locally incorporated private limited company whose majority shareholder is another local or foreign company. Singapore allows 100% foreign ownership in companies. Therefore a foreign company may incorporate a local limited liability company in Singapore (ie subsidiary company) and own 100% of the shareholding.
Branch Office
A branch office is treated as an extension of the foreign company. This is an important point since it means that the foreign company's head office bears the ultimate responsibility for any liabilities arising due to the acts of commission or omission of the Singapore Branch Office. From a taxation point of view, a branch office is generally considered a non-resident entity and therefore not eligible for the tax exemptions and incentives available to local companies in Singapore. Consequently, setting up a branch office is a less attractive option for small to mid-size businesses.
The name of the Singapore branch office must be the same as that of the head office and must be approved first before branch office registration. The company registrar generally approves the proposed name unless a name is identical to an existing company name.
Singapore Companies Act requires that a branch office appoint 2 agents who are ordinarily resident in Singapore to accept services of process and notices. A branch office must have a registered office address in Singapore.
A Singapore branch office is allowed to conduct any type of business activity that falls within the scope of its parent company and can repatriate its earnings and capital. The portion of the income of the branch office, which is derived from or attributable to the operations carried out outside Singapore, will not be subject to taxes. Only the earnings derived from its operations in Singapore will be subject to the prevailing local corporate tax rates.
For a complete guide on setting up a branch office in Singapore, refer to Singapore branch office registration guide.
Representative Office
Foreign companies that are only interested in exploring the market or managing the company affairs without conducting any business activity of profit yielding nature, can setup a representative office in Singapore. A representative office is a temporary setup without any legal persona. Therefore it cannot enter into any contract, engage in trading directly or on behalf of the foreign company, lease warehouse, raise invoices, open letter of credit, etc. Representative office in Singapore can only undertake market research or feasibility studies on behalf of its parent company.
The foreign company bears implicit liability for the activities of the representative office in Singapore. The representative office must be staffed by a representative from the foreign company's head office and can engage a small number of local support staff not exceeding five employees.
International Enterprise Singapore (IE Singapore) is the registration authority for representative offices for most of the industries including manufacturing, business services, commerce and other sectors but excluding banking, finance, insurance that have to be registered with the Monetary Authority of Singapore (MAS).
The foreign company and its assets cannot be held for the debts and liabilities of the subsidiary. Raising funds locally or availing government incentives are easier. A subsidiary company will generally enjoy a resident status and can avail the benefits of several favorable tax treaties that Singapore has concluded.
Disadvantage of a Branch:
The liabilities of a branch extend to its head office. A branch having a registered office in Singapore means that its head office (foreign corporation) can be served with legal process in Singapore. Another disadvantage is that the accounts of the head office must be lodged with the ACRA and they are available for public inspection.
Comparison Chart for Subsidiary Company Vs Branch Office Vs Representative Office
A subsidiary company is a locally incorporated private limited company whose majority shareholder is another local or foreign company. Singapore allows 100% foreign ownership in companies. Therefore a foreign company may incorporate a local limited liability company in Singapore (ie subsidiary company) and own 100% of the shareholding.
Branch Office
A branch office is treated as an extension of the foreign company. This is an important point since it means that the foreign company's head office bears the ultimate responsibility for any liabilities arising due to the acts of commission or omission of the Singapore Branch Office. From a taxation point of view, a branch office is generally considered a non-resident entity and therefore not eligible for the tax exemptions and incentives available to local companies in Singapore. Consequently, setting up a branch office is a less attractive option for small to mid-size businesses.
The name of the Singapore branch office must be the same as that of the head office and must be approved first before branch office registration. The company registrar generally approves the proposed name unless a name is identical to an existing company name.
Singapore Companies Act requires that a branch office appoint 2 agents who are ordinarily resident in Singapore to accept services of process and notices. A branch office must have a registered office address in Singapore.
A Singapore branch office is allowed to conduct any type of business activity that falls within the scope of its parent company and can repatriate its earnings and capital. The portion of the income of the branch office, which is derived from or attributable to the operations carried out outside Singapore, will not be subject to taxes. Only the earnings derived from its operations in Singapore will be subject to the prevailing local corporate tax rates.
For a complete guide on setting up a branch office in Singapore, refer to Singapore branch office registration guide.
Representative Office
Foreign companies that are only interested in exploring the market or managing the company affairs without conducting any business activity of profit yielding nature, can setup a representative office in Singapore. A representative office is a temporary setup without any legal persona. Therefore it cannot enter into any contract, engage in trading directly or on behalf of the foreign company, lease warehouse, raise invoices, open letter of credit, etc. Representative office in Singapore can only undertake market research or feasibility studies on behalf of its parent company.
The foreign company bears implicit liability for the activities of the representative office in Singapore. The representative office must be staffed by a representative from the foreign company's head office and can engage a small number of local support staff not exceeding five employees.
International Enterprise Singapore (IE Singapore) is the registration authority for representative offices for most of the industries including manufacturing, business services, commerce and other sectors but excluding banking, finance, insurance that have to be registered with the Monetary Authority of Singapore (MAS).
The foreign company and its assets cannot be held for the debts and liabilities of the subsidiary. Raising funds locally or availing government incentives are easier. A subsidiary company will generally enjoy a resident status and can avail the benefits of several favorable tax treaties that Singapore has concluded.
Advantage of a Branch open in Singapore:
It is administratively easier to maintain than a company. In addition, closing a branch is easier than liquidating a company.Disadvantage of a Branch:
The liabilities of a branch extend to its head office. A branch having a registered office in Singapore means that its head office (foreign corporation) can be served with legal process in Singapore. Another disadvantage is that the accounts of the head office must be lodged with the ACRA and they are available for public inspection.
Comparison Chart for Subsidiary Company Vs Branch Office Vs Representative Office
Types
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Subsidiary Company
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Representative Office
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Branch Office
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Entity Name
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Need not be the same as parent company
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Must be the same as parent company
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Must be the same as the parent company
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Allowed Activities
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Can conduct all business activities
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Can only conduct market research or coordinating activities
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Must be the same as the parent company
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Suitable For
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For local or Foreign Companies that wish to expand their operations in Singapore
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For Foreign Companies that wish to set up temporary vehicle in Singapore to conduct research and act as liaison office
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For Foreign Companies thay wish to expand their operations in Singapore
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Disadvantages
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Continuing Compliance Obligations eg Financial Reports, Audit, AGMS, etc
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It is a temporary vehicle and cannot generate revenue
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Continuing Compliance Obligations eg Financial Reports, Audit etc
|
Ownership
|
Can be 100% foreign or locally owned
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No Ownership
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Owned 100% by the head office
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Separate Legal Entity
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Yes
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No
|
No
|
Cap on Number of Members
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Yes, max 50
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Not Applicable
|
Not Applicable
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Minimum Setting up Requirement
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Min One shareholder, that can be an Individual or corporate (100% local or foreign shareholding allowed. Must have at least one resident director
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Must appoint a Chief Representative who will relocate from headquarters
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Must have two Singapore Resident Agents
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Limited Liability
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Yes
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No
|
No
|
Need for Audited Accounts
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Yes
|
No
|
Yes
|
Filing of Accounts with ACRA and IRAS
|
Yes
|
No
|
Yes
|
Annual Filing
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Must file audit report of subsidiary
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Not Applicable
|
Must file branch office's as well as parent company's audit reports
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Tax Treatment
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Taxed as Singapore resident entity, local tax benefits available
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Not Applicable
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Taxed as non-resident entity, local tax benefits not available
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Tax Benefits
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A subsidiary company, with at least one individual shareholder with minimum of 10 percent shareholding, is entitled to local tax incentives and rebates
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No Corporate tax. Employees have to pay personal tax
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Partial tax exemption
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Cessation of Business upon Death of a Member/Partner
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No. Equity shares go on in perpetuity
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Not Applicable
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No
|
Validity Period
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Perpetually until deregistered
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This is a temporary Setup. It is intended not to last more than 3 years
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Perpetually until deregistered
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Normal Registration Time
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3 hours
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3-5 days
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3 hours
|
Appointment of Officers
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Must appoint at least one local resident director
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Must appoint a Chief Representative who will relocate from headquarters
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Must appoint two resident agents
|
Governing Body
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ACRA & IRAS
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International Enterprise Singapore
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ACRA & IRAS
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Fees: Lower cost/ Fees/ Charge
Email us: contact@sfconsultingbd.com
Singapore City, Singapore
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