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When is it necessary to register a Branch Office in Singapore?
Foreign companies who may be involved in a transaction or plan to conduct business in Singapore will be required to assess whether they are required to register a Branch Office.
A Branch Office is an extension of the foreign company registered in Singapore.
In order to determine whether a foreign company is required to register a Branch Office in Singapore, it is important to determine the nature and extent of activity the foreign company intends to conduct in Singapore.
In Singapore, all foreign companies which establish a place of business or carry on business in Singapore must be registered as a Singapore Branch Office.
If the foreign company carries on a single transaction in Singapore and nothing else, it is unlikely that the foreign company is required to register a Branch Office in Singapore.
However, if the foreign company is otherwise involved in managing any type of property In Singapore it is likely to be required to register as a Branch Office in Singapore.
For assistance on registering a Branch Office in Singapore, please contact us at: info@procosecasia.com or visit our website: www.procosecasia.com
Issuing Shares for a Singapore company otherwise than in cash
Either prior to or following setting up of a Singapore company, it is common for shares to be issued either to founders or new incoming shareholders.
Typically, shares are issued in exchange for cash paid by the shareholder to the Singapore company.
However, it is also possible for Singapore companies to issue shares for non-cash consideration.
Such non-cash consideration could be, for example, a transfer of assets (whether tangible or intangible in nature).
When your Singapore company issues shares for non-cash consideration, it is important to ensure that the appropriate return is submitted to the Accounting and Corporate Regulatory Authority since the shares will only legally be issued once the relevant company secretarial filing is submitted.
There are also other particular requirements, and it is always advisable to contact your Singapore company secretarial agent in this regard.
For more information as to our company’s Singapore compliance services, please visit our website: www.procosecasia.com
Appointing Alternate Directors for your Singapore Company
In Singapore, every company must appoint at least 1 director who is locally resident in Singapore.
However, what many of our clients do not know is that it is also possible to appoint alternate directors who may act on behalf of a director who is absent.
For example, if a foreign board member is unable to attend a specific board meeting or sign specific resolutions for the Singapore company, it is possible for such board member by advance notice and approval of the Singapore company to appoint another individual in his/her stead (provided this is authorised by the Singapore company’s constitution).
For more information as to our suite of Singapore company compliance services, please visit: www.procosecasia.com
Announcement of Effective Date for introduction of Corporate Registers (Miscellaneous Amendments) Bill 2022
By December 5th, 2022, Singapore locally incorporated, foreign registered companies as well as Singapore incorporated limited liability partnerships are required to comply with the newly introduced 'Register of Nominee Shareholders' and updated 'Register of Registrable Controllers' requirements contained in the Corporate Registers (Miscellaneous Amendments) Bill 2022.
Among these new and updated requirements include:
1. A requirement for companies, including foreign companies, to maintain a Register of Nominee Shareholders at their registered office address or at the registered office address of their appointed Registered Filing Agent; and
2. Companies, including foreign companies and limited liability partnerships, who had previously been unable to identify a registrable controller who has a significant interest in or significant control over them will now be required to identify individuals with executive control over them as their registrable controller(s).
To find out more about our Singapore company incorporation and compliance services, please visit our website at: www.procosecasia.com
Singapore Company Constitution vs Shareholders Agreement
It is a requirement in Singapore for every company to have a Constitution which sets out the regulations between the shareholders, director and the Singapore company.
Typically, shareholders of a Singapore company also enter into an agreement known as a Shareholders Agreement which governs the legal rights and obligations between the shareholders and Singapore company.
Unlike the Constitution, a Shareholder’s Agreement is not mandatory in order to create a Singapore company.
Legal advice should always be sought concerning the preparing of any Shareholders Agreement, however from a company secretarial perspective one key reason why the shareholders of a Singapore company may prefer to have a Shareholders Agreement alongside the Constitution is because:
1. The terms of the Constitution may be changed typically by a majority vote (i.e. by special resolutions of 75%> of the voting shares approved at meeting/in writing) whereas a Shareholders Agreement requires unanimous approval from all shareholders to be amended; and
2. Shareholders who leave a Singapore company are no longer bound by the terms of the Constitution once they are no longer a shareholder, whereas under a Shareholder’s Agreement they may still be bound by its terms even when they are no longer a shareholder of the company (for example, concerning any breaches of such agreement).
For more information concerning our Singapore company secretarial and compliance services, please visit: www.procosecasia.com today.
