Foreign Company Entry to Singapore: Branch Office vs Representative Office vs Subsidiary Compared on Tax, Liability and Work Passes

Short answer: A foreign company that wants to trade in Singapore should normally choose a subsidiary (limited liability, Singapore tax residence possible) or a branch (an extension of the parent, which bears all liabilities). A representative office suits market research only: it cannot earn revenue, can have no more than 4 staff and lasts a maximum of 3 years.

Choosing between a branch office vs representative office vs subsidiary is the first structural decision a foreign parent makes in Singapore. It fixes who carries the liabilities, how profits are taxed, what is filed every year and whether the Singapore operation can sign contracts and hire. This guide, refreshed for October 2026, sets out the current rules from ACRA, Enterprise Singapore (EnterpriseSG) and IRAS, compares the three side by side and explains how each is set up.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

What is the difference between a branch, a representative office and a subsidiary?

A subsidiary is a new Singapore company owned by the foreign parent; a branch is the foreign company itself, registered to do business here; a representative office is a temporary, non-trading liaison post. Only the subsidiary is a separate legal person.

ACRA’s guide to setting up a foreign business puts it this way: a subsidiary’s liability is limited to its own assets; for a branch and an RO, the parent company is fully responsible. A branch can earn income, while an RO cannot and is not subject to corporate tax. For deeper dives, see our posts on what a foreign parent gets from a subsidiary, the branch and what a representative office cannot do.

Branch office vs representative office vs subsidiary: how do they compare?

The table compares the points that usually decide the question, using ACRA, EnterpriseSG, IRAS and Companies Act sources as at 28 October 2026.

When does a subsidiary make sense?

A subsidiary is the usual choice for a foreign business that plans to sell, hire and sign contracts in Singapore while ring-fencing the parent from local liabilities.

• Directors. Section 145(1) requires at least one director ordinarily resident in Singapore. If a company trades for more than six months without one, members who know this can become liable for debts incurred in that period (section 145(10)). RCS’s nominee director service starts from S$2,000 a year with a S$3,000 refundable deposit.
• Tax residence. IRAS treats a company as tax resident where its control and management (strategic decision-making) is exercised in Singapore, looking at where board meetings are held and where directors and key employees are based. Residents can use Singapore’s tax treaties and obtain a Certificate of Residence.
• Start-up exemption. IRAS requires a qualifying company to have no more than 20 shareholders who are all individuals, or at least one individual holding 10% or more of the ordinary shares. A subsidiary wholly owned by a foreign corporate parent therefore usually gets partial tax exemption instead.

When is a branch office the better choice?

A branch suits a parent that wants Singapore results kept inside the same legal entity, for example a contractor delivering a project in its own name. The trade-off is that the parent’s whole balance sheet stands behind the branch, and the parent’s accounts are lodged with ACRA.

Under Part 11 of the Companies Act, a branch must:

• lodge its constitutional documents, a list of directors and a notice appointing one or more natural persons resident in Singapore as authorised representatives before starting business (section 368(1));
• keep a registered office in Singapore (section 370(1)) and replace a sole authorised representative who dies within 21 days (section 370(7));
• report changes to directors, authorised representatives, registered office, name or business description within 30 days (section 372(1));
• lodge the foreign company’s financial statements plus an audited statement of the Singapore assets and liabilities and an audited profit and loss account for the Singapore operations (section 373(1) and (7)). A dormant branch may file unaudited Singapore statements (section 373(9)), and ACRA may grant a waiver or relief on application for a S$200 fee.

The authorised representative is answerable for the company’s compliance and personally liable to penalties unless the court decides otherwise (section 370(2)). The role does not extend to court work: if proceedings arise, they are conducted by a Singapore Advocate and Solicitor. For the registration steps, read how to register a foreign company branch.

IRAS states that Singapore branches are controlled and managed by their foreign parent and are generally not tax residents. A branch pays 17%, can claim partial tax exemption (75% of the first S$10,000 and 50% of the next S$190,000 of normal chargeable income) but cannot claim the start-up exemption, because it is not incorporated in Singapore. See the IRAS tax rate and exemption page.

What can a representative office do in Singapore?

An RO can research the market and build contacts for its parent, but it cannot sell, invoice or provide services. It is a short-term scouting post.

EnterpriseSG still administers the scheme, through GoBusiness, for foreign entities in manufacturing, international trading, wholesale and trade-related sectors. Financial institutions go to MAS, and foreign law practices to the Ministry of Law. Under EnterpriseSG’s representative office rules:

• the parent needs sales turnover of at least US$250,000 (group accounts cannot be used) and at least 3 years of establishment;
• the RO may have no more than 4 staff, and representatives must be employees of the parent, not agents or distributors;
• activities are limited to market research and feasibility studies, such as gathering market information, cultivating trade contacts, handling product enquiries and attending trade shows;
• the RO uses the parent’s name, and a company that has had an RO before cannot register another.

Applications submitted before 1 April 2027 get a one-year licence, and a successful renewal adds a further two years. From 1 April 2027, licences run for three years upfront, with annual compliance declarations replacing activity reports. An RO that exceeds its scope can be de-registered. A parent that wants to stay after the RO period, even as a cost or support centre, must register with ACRA.

How do work passes differ between the three?

A subsidiary or registered branch applies for work passes as the employer, while an RO must have each representative approved by EnterpriseSG before applying to the Ministry of Manpower (MOM). MOM processes or updates online Employment Pass applications within 10 business days; an overseas company with no Singapore-registered entity needs a local sponsor, with most cases taking up to 6 weeks.

RO secretarial and clerical staff must be Singapore citizens or permanent residents. Pass criteria are explained on our sister site Singapore Employment Agency; applications for RCS clients are handled by our associated MOM-licensed Little Big Employment Agency.

Which structure should a foreign company choose?

Start with what Singapore will do in its first three years. If that includes revenue, the RO is out and the choice is between a subsidiary and a branch.

1. Will Singapore sign contracts or invoice customers? If no, and the parent qualifies, an RO can work for up to 3 years.
2. Must the parent’s other assets be protected from Singapore claims? Choose a subsidiary.
3. Does a regulator or client require the parent itself to be the contracting party? A branch may be needed.
4. Is the parent unwilling to lodge its own accounts with ACRA every year? Choose a subsidiary.
5. Do you need Singapore tax residence or a Certificate of Residence? A subsidiary managed from Singapore can obtain one; a branch generally cannot.

Our free tools include a corporate tax calculator to compare scenarios.

How do you set up each structure?

All three start with the parent’s certificate of incorporation, constitution and latest accounts. ACRA filings go through a CSP; RO applications go through GoBusiness.

1. Subsidiary: reserve the name on Bizfile, adopt a constitution, appoint an ordinarily resident director, arrange a registered office, file and pay S$300, then appoint a secretary within six months and set up the registers, including the register of registrable controllers.
2. Branch: reserve the name, obtain certified copies (with certified English translations) of the parent’s certificate of incorporation and constitution, appoint a resident authorised representative with a consent statement, arrange a registered office, file and pay S$300, then keep the register of members and register of controllers and appoint auditors for the Singapore accounts.
3. Representative office: confirm the turnover, age and sector criteria, set up Corppass (or use a local third-party filer if no one holds a NRIC or FIN), submit the certificate of incorporation with a professional translation, latest audited accounts and a signed letter on the RO’s activities, pay S$200, then apply for Employment Passes for approved representatives.

Common mistakes include using an RO to test sales, assuming a wholly owned subsidiary gets the start-up exemption, and leaving a dormant branch registered. If you close a branch, follow our guide to striking off a foreign company branch.

Frequently asked questions

Can a representative office be converted into a subsidiary?

There is no direct conversion. The parent registers a company or branch with ACRA and cancels the RO through GoBusiness.

Is a Singapore branch taxed at 17%?

Yes. IRAS taxes local and foreign companies at a flat 17% of chargeable income. A branch can claim partial tax exemption but not the start-up exemption.

Who can be the authorised representative of a branch?

A natural person resident in Singapore who consents to act. They accept service of documents for the company and are answerable for its compliance under the Companies Act.

How many staff can a representative office employ?

No more than 4, and each representative must be listed and approved by EnterpriseSG.

How much does RCS charge to incorporate a subsidiary?

Our Incorporation of Company Package is S$450, the Annual Corporate Package S$600 a year and the Registered Office Package S$200 a year, with a S$250 compliance check fee where non-resident entities are involved. Incorporation is usually completed within 1 business day of receiving complete documents, subject to compliance checks.

Last reviewed: 28 October 2026. The Editorial Team, Raffles Corporate Services.