|Once you're here: Setting up a branch or subsidiary company|
Setting up a branch or subsidiary company
A foreign corporation wishing to set up business in Singapore may register a branch or incorporate a Singapore subsidiary company.A foreign trading company may operate either as a wholly owned subsidiary or as a branch of the parent company if it is selling its parent company's products in Singapore, or representing manufacturers who do not have any local distributor, or using Singapore as a base to service regional markets.
Foreign companies may set up representative offices in Singapore. A representative office however, cannot engage in business or conclude contracts or open or negotiate any letters of credit. It can only serve as a promotional and liaison office. A representative office has to be registered with the Trade Development Board.
The main requirements for the incorporation of a Singapore subsidiary company are:
The documents that have to be lodged with the ROC for the incorporation of a company are:
Registration fees on a sliding scale are payable on incorporation and are based on the authorised share capital of the company. The fees range from a minimum of S$1,200 (for an authorised share capital of up to S$100,000) to a maximum S$35,000 (for an authorised share capital of S$102 million and above).
After registration of the company's memorandum and articles of association and upon its compliance with all other requirements, the ROC will issue it a Certificate of Incorporation. The company exists formally when the Certificate is issued. The whole process of incorporation of a typical subsidiary (private) company normally takes about four to five weeks.
Allotment of shares up to the limit of a company's authorised share capital will not attract stamp duties. Stamp duties are, however, payable by the purchaser on a transfer of shares in a company at the rate of 20 cents or S$100 of the consideration or part thereof. For Singapore public listed companies, no stamp duties are payable if the transfer is executed automatically on the Stock Exchange of Singapore's Electronic Trading System.
The requirements for registration of a branch are also prescribed by the Companies Act. Application must also be made to the ROC for approval of its name. However, the documents required to be filed with the ROC for the purpose of registration differ from those required for the incorporation of a Singapore subsidiary company.
These are the documents to be filed for the registration of a branch:
If the original documents of the foreign corporation are not in English, certified translated copies in English must be filed with the ROC.
The fees payable on registration of a branch are based on the authorised share capital of the foreign corporation. The appropriate fees prescribed for a Singapore subsidiary company are also applicable for the registration of a branch.
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