Foreign Company Setup
Foreign companies wishing to setup a presence in Singapore can choose to register a Branch Office, Subsidiary Company, or a Representative Office. The registration must be carried out by a professional firm in Singapore.
Option 1: 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.
A Singapore subsidiary is the most preferred registration option for small to mid-size foreign businesses interested in establishing their presence in Singapore. A properly structured local subsidiary company is an excellent tax efficient corporate body. A Singapore subsidiary company is considered a separate entity from the foreign company even if the foreign company is the only shareholder. The liabilities of the subsidiary company are not extended to the parent company.
The name for the subsidiary can be different from that of the parent company and is subject to approval by the Registrar of Companies. The Companies Act requires the appointment of one or more directors. At least one director must be a Singapore resident (citizen, permanent resident, or employment pass holder) person. A Singapore subsidiary must maintain a registered office in Singapore and keep its statutory documents in that office. For taxation purposes, the subsidiary may be treated as a Singapore resident company and as such eligible for tax exemptions and incentives available to local companies.
Option 2: Branch Office
A Singapore branch office like a subsidiary is a registered legal entity however unlike a subsidiary, 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.
Option 3: 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).