Subsidiary, branch or representative office: how to set up in Singapore

An overseas company can establish itself in Singapore in three ways: a subsidiary, a branch or a representative office. For most technology groups the answer is a subsidiary. The other two exist for specific situations, and it is worth knowing why they usually lose.

The three options at a glance

	Subsidiary	Branch	Representative office
Legal status	Separate company (Pte. Ltd.)	Part of the overseas company	No legal status
Parent’s liability	Limited to its investment	Unlimited	Unlimited
Can earn revenue and sign contracts	Yes	Yes	No
Registered with	ACRA	ACRA	Enterprise Singapore, for eligible sectors
Local person required	One resident director, plus a company secretary	One resident authorised representative	A chief representative from head office
Tax residence and treaties	Resident if managed from Singapore; can use treaties	Generally non-resident; generally no treaty benefits	No income, so no corporate tax
Annual filing	Its own accounts and annual return	Branch accounts and the parent’s accounts	Renewal with Enterprise Singapore
How long it can run	Indefinitely	Indefinitely	Three years at most

Subsidiary: the default

A subsidiary is a Singapore private limited company whose shares are held by the overseas parent. It needs at least one director who is ordinarily resident in Singapore, a company secretary appointed within six months, a registered office address and paid-up capital of at least S$1. See how much paid-up capital a Singapore company needs.

• Risk stays in Singapore. Claims against the subsidiary do not reach the parent.
• Tax. Profits are taxed at 17%, with a partial exemption on the first S$200,000 of chargeable income. A subsidiary that is managed and controlled in Singapore is tax resident, can obtain a Certificate of Residence and can use Singapore’s tax treaties. Dividends paid up to the parent carry no Singapore withholding tax.
• Audit. The audit exemption for small companies is tested at group level. A small Singapore subsidiary of a large group still needs an audit.
• Hiring. A subsidiary can sponsor Employment Passes for relocating staff.

Branch: when the parent must be the contracting party

A branch is the overseas company itself, registered to do business in Singapore under the same name. It suits cases where a customer or regulator needs to deal with the parent directly, or where the parent’s balance sheet has to stand behind the Singapore operation.

• It needs at least one authorised representative who is ordinarily resident in Singapore and answerable for its filings.
• Each year it lodges the parent’s financial statements with ACRA, together with accounts for the Singapore operations, generally within 60 days of the parent’s annual general meeting. The parent’s accounts become searchable in Singapore, which many private groups dislike.
• It pays 17% on Singapore income but, being managed from overseas, is generally not tax resident and cannot rely on Singapore’s treaties.
• The parent is liable for everything the branch does.

Representative office: a look before you commit

A representative office lets an overseas company place a few people in Singapore to research the market. It cannot invoice, sign contracts, provide services or earn revenue, directly or on the parent’s behalf.

• Enterprise Singapore’s scheme covers manufacturing, international trading, wholesale and trade-related businesses. Banks, insurers and law firms apply to their own regulators.
• The parent must have been established for at least three years, with sales turnover of at least US$250,000, and the office is limited to a small headcount.
• It can run for three years at most. After that the parent must close it or convert to a subsidiary or branch.
• Staff are still taxed on their salaries here, and the office still has payroll reporting to do.

For a software or services group that wants to sign its first Singapore customer, a representative office is the wrong tool. The moment you want revenue, you need a subsidiary or a branch.

If you are used to US terms

In the US	In Singapore
Inc. or LLC	Private limited company (Pte. Ltd.)
Articles of incorporation and bylaws	The constitution, a single document
Registered agent	Registered office address and company secretary
Secretary of State	ACRA, the national companies registry
EIN	UEN, issued on incorporation
State annual report	Annual return filed with ACRA
No residency rule for directors	At least one director ordinarily resident in Singapore

This article is general information, not legal or tax advice. Based on the Companies Act 1967 and ACRA, IRAS and Enterprise Singapore guidance as at November 2026.