What this is: A foreign company keen to conduct business in Singapore may choose between 2 major types of legal entities, namely a Singapore branch office or a subsidiary company.
What this means: Depending on the type of legal entity, key considerations such as annual compliance requirements and tax treatments may vary significantly. It is, therefore, crucial for foreign enterprises to choose the type of legal entity properly so as to avoid any undesired regulatory or cost issues.
A branch office (BO) is considered an extension of its foreign parent company and hence would be regarded as a non-resident entity. As a result, a BO would be taxed at a higher rate and excluded from some tax exemptions that local companies may enjoy. Each BO must appoint one local resident authorized representative and would be required to lodge its financial statements together with its parent company’s financial statements with the Accounting and Corporate Regulatory Authority (ACRA), the local companies registrar. In practice, a BO is usually used by companies with strong brand reputation so they can easily use it as a business leverage.
A subsidiary company (SC) is usually formed as a local private limited company, wholly owned by the parent company as the sole shareholder (usually with its name ending with “Pte. Ltd.”). Subject to certain tax requirements, a local SC would qualify as a resident entity to be taxed at the corporate tax rate applicable to Singaporean companies. Needless to say, a subsidiary is a separate legal entity whose liabilities would not extend to its parent company, making it the ideal choice of entity for smaller businesses.
The table below shows a comparison of some key features of the 2 types of entities:
|
|
Branch Office |
Subsidiary Company |
|
Status |
Considered to be an extension of the parent company |
A separate legal entity distinct from its parent company |
|
Extent of Liability |
Liabilities extend to parent company |
Liabilities are limited to subsidiary |
|
Entity Name |
Must be the same as the parent company |
Can be different from the parent company |
|
Business Activities of the Entity |
Restricted to be the same as the parent company |
Need not be the same as parent company |
|
Constitution |
The shareholders, structure of company and its activities are directed by foreign company’s constitution. There is no separate constitution for the branch office. |
The Company will adopt its own constitution. |
|
Tax |
Taxed as non-resident entity, local tax benefits are not available |
May qualify as Singapore tax resident entity, local tax benefits may be available |
|
Annual Return Filing Requirement |
Both parent company and BO’s financial statements are required to be filed |
Only financial statements of the SC required |
|
Appointment of Local Officer |
Must appoint at least one local resident authorized representative |
Must appoint at least one local resident director |
As you can see from this brief overview, when a foreign company wants to do business in Singapore, it’s important to be clear on which type of entity should be chosen before forming the company with ACRA. Understanding the compliance, tax ramifications and liability issues associated with a branch office vs. a subsidiary company will help you avoid undesired and costly surprises.
What is a Legal Entity Identifier?
An LEI is a unique 20-digit alphanumeric code based on the ISO 17442 standard assigned to legal entities. It connects to key reference information that enables the clear and unique identification of legal entities participating in financial transactions. The publicly available LEI data pool serves as a global directory which greatly enhances transparency in the global marketplace that provides much-needed transparency for the benefit of users in both the private and public sectors. For more information, read our article, The Quick and Easy Guide to Using a Global Legal Entity Identifier.
What is the process like for entities that wish to re-domicile from Delaware to another foreign jurisdiction?
Section 390 of the Delaware General Corporation Law and Section 18-213 of the Delaware Limited Liability Act address Delaware entities that wish to re-domicile from Delaware to another foreign jurisdiction. This is accomplished by filing either a Certificate of Transfer or a Certificate of Transfer and Domestic Continuance. Again, the appropriate approval of such action is required. A Certificate of Transfer, in addition to listing the name of the company, the date of filing the Certificate of Incorporation or Formation, the foreign jurisdiction to which it is transferring and the name of the company after the transfer, must also appoint the Delaware Secretary of State as its agent to accept service of process and the address to which the Delaware Secretary of State should forward such process. After filing a Certificate of Transfer, the entity ceases to exist in Delaware; its existence is transferred to the foreign jurisdiction. To read more on this topic, visit our article, Transferring Domicile From One Country to Another.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.