Q：
|
What is a branch office?
|
A：
|
A Singapore branch office is treated as an extension of the foreign parent company rather than a separate legal entity.
The branch office will have the same name as that of the foreign company, and sign contracts under the foreign company’s name. This allows the branch office to leverage the foreign company’s brand to tender for contracts and obtain financing in Singapore.
|
Q：
|
Who can hold shares in a branch office?
|
A：
|
Since a branch office is considered a simple extension of the foreign company, it does not have a separate set of shareholders. In other words, the foreign company owns 100% of the Singapore branch office and there cannot be any other shareholders.
|
Q：
|
What are the criteria to set up branch office?
|
A：
|
All new application of branch office must fulfil the following criteria:
|
1.
|
The name of the Singapore branch office must be the same as that of the head office and pre-approved first before registration;
|
|
2.
|
The Singapore Companies Act requires branch offices to appoint at least 1 authorized representative, who is a Singapore resident, to accept services of process and notices; and
|
|
3.
|
A branch office must have a registered office address in Singapore.
|
|
Q：
|
What is the difference between an “agent” and an “authorised representative” of a branch office?
|
|
A：
|
They mean the same thing, although the term “agent” will no longer be used, as this will be replaced with the term “authorized representative”. This new change of name is meant to show the importance of the role of the agent. As he is the authorised representative of the branch office in Singapore, he is accountable and responsible for the Singapore branch office.
|
Q：
|
When can a branch office prepare its financial statements in accordance with the requirements of the place that it is incorporated?
|
A：
|
If the law of the place of incorporation of the foreign parent company requires the company to prepare its financial statements according standards similar to those in Singapore or which are acceptable to the Registrar, then the company may prepare its financial statements in accordance with the requirements of the place that it is incorporated. The branch office need not prepare a fresh set of financial statements for filing in Singapore.
|
Q：
|
What are the grounds for striking off a branch office?
|
|
A:
|
A branch office can be closed by notifying ACRA if the foreign company has ceased to have a place of business, or carry on business in Singapore, within 7 days of such cessation. This includes situations where the foreign company has been dissolved or goes into liquidation in its place of incorporation or origin.
To safeguard the sole authorised representative of a branch office, there are now 3 additional grounds for striking-off a branch office:-
|
1.
|
where the authorized representative wishes to resign but is unable to do so because there is no one to replace him, and the foreign company has failed to respond or act on this matter within 12 months;
|
|
2.
|
where the authorized representative has asked the foreign company whether the foreign company intends to cancel or continue its registration under the Companies Act, and the foreign company has not responded with any instructions within 12 months of this request; and
|
|
3.
|
where the foreign company has no authorized representative (i.e. the foreign company does not appoint a replacement authorized representative for more than 6 months following the death of the sole authorized representative).
|
|
FAQ
