Representative offices 

   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.  

Formation procedures:

Subsidiary company 

  The main requirements for the incorporation of a Singapore subsidiary company are: 

• Name approved by the Registrar of Companies (ROC);
• Two or more shareholders, each subscribing to at least one share in the proposed company;
• A printed and duly signed memorandum and articles of association (constitutional documents) each stamped with a S$10 impressed stamp;
• At least two directors who must be natural persons and one of whom must be ordinarily resident in Singapore, the resident director need not be a Singapore citizen;
• A resident secretary who must be a natural person; and
• A registered office in Singapore.

  The documents that have to be lodged with the ROC for the incorporation of a company are: 

• Statutory declaration of compliance (Form 6);
• Certificate of identity (Form 7) of the officers and subscribers;
• Return of allotment of shares (Form 24);
• Notice of location of registered office and of office hours and particulars of any changes (Form 44);
• Consent to act as director signed before a notary public, advocate and solicitor or an approved company auditor (Form 45); and
• Return giving particulars in register of directors, managers, secretaries and auditors and particulars of any changes (Form 49).

  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. 

Branch company 

  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: 

• A certified copy of its certificate of incorporation in the foreign country;
• A certified copy of the instrument defining its constitution;
• A list of directors with their particulars;
• If any of the directors are resident in Singapore and are members of the local board of directors, a memorandum stating the powers of the local directors;
• A memorandum of appointment or power of attorney of two or more local agents authorised to accept notices served on the branch on its behalf. The local agents must be natural persons resident in (not necessarily citizens of) Singapore;
• A statutory declaration in prescribed form made by the agent confirming particulars of the branch; and
• A notice of location of its registered office in Singapore.

  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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