Foreign company
A foreign corporation registered with ACRA, Singapore's business registry, to carry on business in Singapore as a branch. It is not a separate legal entity from its parent.
- Entiva fee to form
- $839
- Government fees to form
- S$430
- Run plan
- $99 a month
- Steps to form
- 8
- Ongoing filings
- 12
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Companies Act 1967, Part 11 Division 2 (ss 365-386).
Who it suits
- Foreign companies that want to carry on business in Singapore.
- Companies ready to file head office and branch accounts each year.
Key facts
- Legal status
- Not separate from the foreign parent
- Registration
- Only through a registered corporate service provider
- Representative
- One authorised representative in Singapore
- Registered office
- In Singapore; not a P.O. box
- Annual filing
- 60 days after the home AGM; else 7 months after year end
- Branch accounts
- Audited if active, unaudited if dormant
- Waiver or relief
- S$200 to apply
- Statute
- Companies Act 1967, Part 11 Division 2 (ss 365-386)
What the law requires.
9 rules, each in plain words.
Registration through a registered CSP
A corporate service provider (CSP) registered with ACRA must carry out the registration.
One authorised representative who lives in Singapore
The representative can be held personally responsible if the company fails its obligations.
A registered office in Singapore, not a P.O. box
ACRA's foreign company page requires it to be open to the public at least 3 hours on each business day.
Certified copies of the incorporation documents
Certified true copies of the certificate of incorporation and constitution, with certified English translations if needed.
An annual filing after the home-country AGM
Within 60 days after it, or within 7 months after year end if home law requires no AGM.
Head office and Singapore branch accounts
Branch accounts are audited if the branch is active and unaudited if it is dormant.
A waiver or relief can be applied for
It costs S$200 to apply for a waiver or relief on the accounts.
Controller and nominee director registers from registration
Both are lodged with ACRA's central registers.
Director and representative changes filed through ACRA's Bizfile service
Foreign position holders can be appointed only through a corporate service provider, so Entiva files them.
How Entiva forms it.
8 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
8 steps- 1Reserve the branch name
ACRA charges S$15 and holds an approved name for up to 120 days.
- 2Register the branch with ACRA
Entiva files on Bizfile, ACRA's online filing service, with certified copies of the certificate of incorporation and constitution. ACRA charges S$300.
- 3Appoint the authorised representative and directors
The authorised representative and the foreign company's directors are filed with ACRA.
- 4Set up the registered office address
Entiva supplies the Singapore address, which must be open to the public at least 3 hours each business day.
- 5Open the controller and nominee director registers
Both are kept from registration and lodged with ACRA's central registers.
- 6Set up Corppass for government services
Corppass is the entity's digital ID for ACRA, IRAS (the tax authority) and other government e-services. Apply from one day after ACRA issues the UEN, the registration number.
- 7Register for GST if needed
Goods and services tax (GST) is compulsory above S$1m taxable turnover and voluntary below it.
- 8Register a trading name (optional)
Needed only before trading under a name other than the registered one.
Documents
8- Certified certificate of incorporation
- Certified constitution
- Certified English translations, where needed
- Register of directors or incumbency certificate
- Ownership chart down to each individual owner
- Board resolution of the foreign company
- Consent of the authorised representative to act
- ACRA notice of successful registration
Who takes part
5- The foreign company is verified as a legal entity, then its directors and owners
- Every director of the foreign company is verified and filed as a position holder
- The authorised representative lives in Singapore and can be held personally responsible
- Anyone with more than a 25% interest or significant control is verified
- The person a nominee acts for, the nominator, is verified
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- Prepare the head office and branch statements
Ready for the annual filing
- Arrange the branch audit
Branch statements are audited if the branch is active
- Claim the audit exemption for a dormant branch
A dormant branch is unaudited
- File the foreign company annual filing
Within 60 days of the home AGM; if none, 7 months after year end
- Ask for 60 more days to file
Before the due date; S$200; only if accounts need not be tabled at a home AGM
- Apply for a waiver or relief on the statements
Before the annual filing is due; S$200
- Send the yearly controller confirmation notices
Every year
- File Estimated Chargeable Income (ECI), a tax estimate
Within 3 months after year end
- Record that no ECI filing is needed
At the ECI deadline, if revenue is S$5m or less and ECI is nil
- File the corporate income tax return with IRAS
30 November each year
- File the GST return
1 month after each accounting period, if GST registered
- File employees' income records with IRAS
1 March each year, if there are employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director or authorised representative
- Record that a director or authorised representative left
- Update a director's or representative's details
- Update the register of controllers
- Lodge changes to the home-country constitution
- Change the branch name after a head-office rename
- Move the registered office
- Update other entity details
- Change the financial year end
- Register a charge over Singapore assets
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Cessation and strike-off
The branch stops business in Singapore.
- 1
Record that any registered charge is repaid
- 2
Cancel the GST registration
- 3
File the final GST return
- 4
Notify ACRA and IRAS within 7 days that the branch has ceased
- 5
Apply to strike the branch off the register
- 6
ACRA publishes official Gazette notices; 60 days for objections
- 7
Withdraw the application if plans change (optional)
Restoration
The branch was struck off and is restored within 6 years of the strike-off.
- 1
Apply to ACRA to restore the entity
- 2
Or apply to the High Court for restoration
- 3
Lodge the court order with ACRA
What Entiva does for you.
From the first filing to the last.
Foreign company
- Files the branch registration on Bizfile with the certified home-country documents.Formation
- Files the appointment of the authorised representative and directors with ACRA.People
- Provides a Singapore registered office address and keeps it compliant with ACRA's rule.Formation
- Opens the controller and nominee director registers and lodges them with ACRA's central registers.Formation
- Files the annual filing with the head office and branch financial statements.Ongoing
- Applies for a waiver or relief on the statements before the annual filing is due.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$839one-off
- Government fees
- S$430
Closing it
From $379
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Singapore
- Arrange the branch audit
- Claim the audit exemption for a dormant branch
- File the foreign company annual filing
- Ask for 60 more days to file
- Send the yearly controller confirmation notices
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register for GST if needed
- Prepare the head office and branch statements
- Apply for a waiver or relief on the statements
- Lodge changes to the home-country constitution
- Register a charge over Singapore assets
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $839, one-off. Government fees are passed through at cost.
S$15 for every entity type, including VCCs.
Late registration risks a fine of up to S$10,000 plus a 10% penalty on GST due, with registration backdated.
S$15 name application plus S$100 registration for 1 year. The 3-year registration is S$160, so S$175 in total, if CPF Board conditions are met.
Excludes steps marked only if needed.
Every year
The Run plan costs $99 a month ($1,188 a year).
Waivers and alternative formats are S$200 each.
S$200 per application.
S$200 non-refundable, per application.
Tax at the flat 17% rate is payable on assessment.
Tax at the flat 17% rate is payable on assessment, within 1 month of the Notice of Assessment.
Changes
Routine changes are included in the Run plan.
The Bizfile name application lists name change by an existing entity at S$15, but foreign branches are not named as applicants, so the quote shows S$15 as expected and flags it.
ACRA states no fee for General Lodgement for companies; the quote assumes S$0.
S$60 for companies and VCCs.
Closing it
Closing is a fixed-fee project, quoted before it starts.
S$0 for the ACRA application.
S$0 for the ACRA lodgement.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.