Singapore Subsidiary vs Branch Office vs Representative Office: A Foreign Company’s Guide

Last Updated: June 2026

For most foreign companies expanding into Singapore, the right choice is a subsidiary. A subsidiary is a locally incorporated private limited company (Pte Ltd) that is a separate legal entity from your overseas parent. That separation shields the parent from the Singapore business’s debts, and the subsidiary can access local tax incentives such as the start-up tax exemption if it qualifies. A branch office and a representative office exist for narrower situations, and both come with real limitations.

This guide compares the three on the factors that actually decide it: liability, tax, what each can do, and who you register with.

Key Takeaways

• A subsidiary is a locally incorporated Pte Ltd and a separate legal entity, so the foreign parent is shielded from its debts. It can access local tax incentives, and most foreign companies choose it.
• A branch office is an extension of the foreign parent, not a separate entity, so the parent is fully liable for the branch’s obligations.
• A representative office is temporary and non-commercial: market research and liaison only, no revenue, limited to about three years.
• A subsidiary is generally taxed as a Singapore resident company with exemptions, while a branch is taxed as a non-resident and does not get the start-up exemption.
• A subsidiary and a branch register with ACRA; a representative office registers with Enterprise Singapore, not ACRA.
• All three need a Singapore registered address.

What are the three ways a foreign company can set up in Singapore?

A foreign company has three common entry routes, sitting on a spectrum from full local business to a simple market-testing presence:

• Subsidiary: a local company you own, able to do everything a Singapore business can do.
• Branch office: the same foreign company operating here through a registered extension.
• Representative office (RO): a temporary, look-but-do-not-sell presence for research and liaison only.

If you intend to trade, invoice, and hire staff, you need a subsidiary or a branch. If you only want to study the market first, a representative office is the lowest-commitment way in. The table below sets the three side by side on liability, tax, and capability.

If you are weighing entity options more broadly, our guide on choosing the right business structure in Singapore compares the local structures, and our overview of opening a business in Singapore as a foreigner covers the practical steps for overseas owners.

The subsidiary: a local Pte Ltd that shields your parent

A subsidiary is a private limited company incorporated in Singapore, usually wholly owned by the foreign parent. Because it is a separate legal entity, it signs contracts, owns assets, and owes debts in its own name, and creditors generally cannot reach the parent beyond the capital it put in. That liability shield is the single biggest reason foreign companies choose this route.

The other advantages follow from being a real local company: it is treated as a Singapore resident company for tax (so it can access local incentives such as the start-up tax exemption if it qualifies), it can trade, invoice, and hire without the restrictions an RO faces, and banks, clients, and government tenders take a locally incorporated company more seriously.

A subsidiary is incorporated under the Companies Act 1967 and registered with the Accounting and Corporate Regulatory Authority (ACRA). It needs at least one director ordinarily resident in Singapore, a company secretary, and a registered address. If you do not yet have a local resident director, our guide on nominee director services explains how foreign owners meet that requirement, and it helps to get the shareholding structure right early.

The branch office: an extension of the foreign parent

A branch office is not a separate company. It is the foreign parent itself, registered to operate in Singapore. Legally, the branch and the parent are one entity, which has two big consequences.

First, liability flows straight back to the parent. Because there is no separate Singapore company, the parent is fully liable for the branch’s debts and obligations, with no shield. Second, the branch’s activities must broadly match the parent’s, since it is the same business operating here, not a new one.

A branch must appoint at least one authorised representative who is ordinarily resident in Singapore to accept official notices, and it must keep a Singapore registered address. Like a subsidiary, a branch registers with ACRA. A branch can trade and earn revenue, so it is a real commercial presence, just one without the separation a subsidiary gives you. In practice, branches suit certain regulated sectors and groups with a specific reason to keep the Singapore operation inside the parent.

The representative office: temporary and non-commercial

A representative office is the lightest-touch option, and the most restricted. It exists so a foreign company can explore the Singapore market before committing to a full setup. An RO is temporary and non-commercial: it can carry out market research and liaison work, but it cannot do any profit-making or commercial activity.

In concrete terms, a representative office cannot:

• Enter into contracts or trade, directly or on the parent’s behalf.
• Earn revenue or issue invoices in Singapore.
• Carry on any business that generates income.

What it can do is gather market intelligence, build relationships, and coordinate with the parent. An RO is also time-limited: it can usually operate for about three years, after which the company is expected to upgrade to a subsidiary or branch, or wind it down. A representative office registers with Enterprise Singapore, not ACRA. Eligibility and any turnover or company-age criteria are set by Enterprise Singapore, so check the current requirements on the Enterprise Singapore website before applying. Like the other two options, an RO still needs a Singapore registered address.

Which option should you choose?

For most foreign companies that intend to actually do business, the subsidiary wins, because it limits the parent’s risk and unlocks local tax benefits. Choose a branch only if you need the operation to be a legal extension of the parent and accept full parent liability, and a representative office only if you are still researching the market.

Whichever route you take, the setup work is similar: a registered address, the right local appointments, and a plan for opening a corporate bank account and meeting ongoing accounting and compliance obligations. If you plan to bring staff over, our guide on work passes in Singapore covers the employment side.

How are a subsidiary, branch, and representative office taxed?

Tax is one of the clearest reasons most foreign companies land on a subsidiary.

A subsidiary is generally treated as a Singapore tax resident company, so it is taxed on its profits at the flat 17% corporate income tax rate, and it can access local incentives such as the start-up tax exemption if it qualifies. That can meaningfully lower the effective rate in the early years.

A branch office is generally taxed as a non-resident on its Singapore-sourced income, so it typically does not enjoy the start-up tax exemption that a resident subsidiary can claim. That is a common reason groups prefer a subsidiary when tax efficiency matters. Confirm your specific position with IRAS or a tax adviser, since residency depends on where the business is controlled and managed.

A representative office is not taxed on business profit because it does not earn any. It carries on no commercial activity and generates no income, so there is no trading profit to tax. It is purely a cost centre funded by the parent.

Who do you register each option with?

This is where foreign companies get tripped up, because the three options do not all go to the same regulator.

• Subsidiary: register with ACRA, the same as any locally incorporated company. Our walkthrough on how to register a company in Singapore covers the full process.
• Branch office: also register with ACRA, as a foreign company operating in Singapore through a branch.
• Representative office: register with Enterprise Singapore, not ACRA.

Foreign owners and officers will also need a way to transact with government digital services. Our guide on Corppass for foreigners explains how to set that up without a Singpass. If the Singapore entity will sit under a wider group, our holding company guide covers how to structure ownership above it.

Frequently Asked Questions

What is the difference between a subsidiary and a branch office in Singapore?

A subsidiary is a locally incorporated Pte Ltd and a separate legal entity, so the parent is shielded from its debts and it can access local tax incentives. A branch office is an extension of the foreign parent, not a separate entity, so the parent is fully liable and the branch is generally taxed as a non-resident. Both register with ACRA.

What is a representative office in Singapore?

A representative office is a temporary, non-commercial presence for exploring the Singapore market. It can only do market research and liaison work, and cannot trade, sign contracts, or earn revenue. It usually operates for about three years, then the company must upgrade or close it. It registers with Enterprise Singapore.

Which option is best for a foreign company expanding to Singapore?

For most foreign companies that intend to do real business, a subsidiary is best, because it limits the parent’s liability and unlocks local tax incentives. A branch suits cases where the operation must legally be an extension of the parent, and a representative office suits companies that only want to research the market first.

Is a branch office taxed differently from a subsidiary?

Yes. A subsidiary is generally taxed as a Singapore resident company at the 17% corporate rate, with exemptions such as the start-up tax exemption if it qualifies. A branch is generally taxed as a non-resident and typically does not get the start-up exemption. Residency depends on where the business is controlled and managed, so confirm your position with IRAS or a tax adviser.

How long can a representative office operate?

A representative office is temporary, generally allowed to operate for about three years. After that, the company is expected to upgrade to a subsidiary or branch, or wind it down. The exact eligibility and time criteria are set by Enterprise Singapore, so check their website.

Who do you register each option with?

A subsidiary and a branch office both register with ACRA. A representative office registers with Enterprise Singapore, not ACRA. All three need a Singapore registered address, and a subsidiary additionally needs a resident director and a company secretary.

Expanding into Singapore? Talk to us about the right structure.

The choice comes down to how much you intend to do here and how much risk you want your parent to carry. If you would like a clear recommendation for your situation, plus help with incorporation, the resident director and company secretary, and the registered address, talk to us and we will set up the right entity for your move into Singapore.