A foreign company setting up in Singapore has three routes. They are usually presented as a menu of similar options with different price tags. They are not similar at all.
The question that separates them is straightforward: does the parent want a separate legal person here, or an extension of itself?
Subsidiary
A subsidiary is a Singapore-incorporated private limited company, owned wholly or partly by the foreign parent. It is a separate legal person.
What that means. It contracts in its own name, owes its own debts and, in the ordinary case, the parent’s exposure is limited to what it puts in. It is treated as a Singapore company for most purposes, including the tax regime and the incentives available to Singapore companies.
What it requires. Everything a Singapore company requires: at least one director ordinarily resident in Singapore, a company secretary, a registered office, and the full annual filing cycle. See registering a company in Singapore.
When it fits. Almost always, where the intention is to actually do business here. It is the structure banks, landlords, customers and regulators expect, and the one that keeps the parent’s balance sheet at arm’s length from what happens in Singapore.
Branch
A branch is a registered foreign company. It is not a separate legal entity. It is the parent, operating here.
What that means. Liabilities incurred by the branch are the parent’s liabilities. There is no corporate veil between Singapore operations and the parent, because there is no second company.
What it requires. Registration as a foreign company, at least one authorised representative ordinarily resident in Singapore, and a registered office here. Filing obligations reach further than founders expect: a branch generally has to file the parent’s financial statements alongside the branch accounts, which means the parent’s global figures become publicly available in Singapore. For a private parent that is often decisive on its own.
When it fits. Where the business genuinely is the parent’s business and cannot sensibly be separated, or in regulated sectors where the licence sits with the parent. It is a deliberate choice rather than a default.
Representative office
A representative office cannot carry on business. That is not a technicality; it is the definition.
What it can do. Market research, feasibility work, liaison, and promoting the parent’s business.
What it cannot do. Trade, enter contracts, issue invoices, open letters of credit, lease warehousing for commercial purposes, or provide services for a fee. It has no legal status of its own and everything it does is the parent’s.
How long. A representative office is a temporary arrangement, renewable for a limited overall period, after which the parent must either convert to a subsidiary or branch, or leave.
When it fits. Genuinely exploratory presence, where the parent wants people on the ground before committing. It is a scouting arrangement, not a soft launch.
Comparing them
| Subsidiary | Branch | Representative office | |
|---|---|---|---|
| Separate legal entity | Yes | No | No |
| Parent liable for its debts | Generally no | Yes | Yes |
| Can trade and invoice | Yes | Yes | No |
| Local presence required | Resident director | Resident authorised representative | Local representative |
| Parent’s accounts made public here | No | Generally yes | Not applicable |
| Duration | Indefinite | Indefinite | Limited |
The three things that actually decide it
Liability. If something goes wrong in Singapore, does the parent want it contained? A branch does not contain it. This is the single biggest difference and it is frequently the last thing discussed.
Disclosure. A branch generally exposes the parent’s financial statements in Singapore. Parents accustomed to private accounts at home are often surprised, and often change their minds at this point.
Tax. A subsidiary is a Singapore company; a branch is a foreign company operating here, and is not treated identically. The differences are real and they are for your tax adviser, not for a comparison table. Model both before deciding.
The thing all three have in common
Every route needs a real person here: a resident director, an authorised representative, or a local representative. That requirement, not the paperwork, is usually what takes the time, and it interacts with the pass position for anyone relocating. See immigration.
Note also section 145(5) of the Companies Act: a director of a Singapore company cannot resign if it would leave the company without a director ordinarily resident here, and a resignation in breach is invalid. Plan for the resident director changing before it changes.
Changing your mind later
Converting is possible but it is not a form. Moving from a branch to a subsidiary means incorporating, transferring the business, dealing with contracts, employees, licences, assets and the tax consequences of each. That is a transaction, not an administrative step. See mergers and acquisitions.
Which is the argument for spending an hour on the question at the start.
Where this sits
Our company registration page covers how we advise on the structure and handle the filing, and corporate secretarial services covers what follows once whichever you choose exists.