Choose the Right Business Entity: Singapore Branch, Subsidiary or Representative Office.
A Singapore Branch, Subsidiary and Representative Office are three types of business entities that a foreign company can choose to establish or expand their presence in Singapore. Each type has its own characteristics, advantages and disadvantages, depending on the nature and objectives of the foreign company. This guide will help you choose the right business entity in Singapore.
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Opening a Branch
A Singapore Branch is an extension of the foreign company that is registered in Singapore. It is not a separate legal entity, but a part of the foreign company. It can carry out the same activities as the foreign company, and it is subject to the same laws and regulations as the foreign company. The liabilities of the branch extend to the foreign company, and the branch’s name must be the same as the foreign company’s name.
Some of the benefits of a Singapore Branch are:
- It is easy and quick to register, as it does not require a local director or shareholder.
- It can enjoy tax benefits under certain double taxation agreements that Singapore has with other countries.
- It can leverage on the reputation and goodwill of the foreign company.
Some of the drawbacks of a Singapore Branch are:
- It is taxed as a non-resident entity in Singapore, at a flat rate of 17%, and it cannot claim any local tax incentives or exemptions.
- It has to file both its own accounts and the foreign company’s accounts with the authorities in Singapore.
- It has to comply with the laws and regulations of both Singapore and the foreign company’s home country.
Opening a Subsidary
A Singapore Subsidiary is a separate legal entity that is incorporated in Singapore as a private limited company. It is owned by the foreign company, either wholly or partially, through its shares. It can have different activities from the foreign company, and it is subject to the laws and regulations of Singapore only. The liabilities of the subsidiary are limited to its own assets, and the subsidiary’s name can be different from the foreign company’s name.
Some of the benefits of a Singapore Subsidiary are:
- It is taxed as a resident entity in Singapore, at a flat rate of 17%, and it can claim various local tax incentives and exemptions.
- It can protect its assets from the debts or losses of the foreign company, as it has limited liability.
- It can have more flexibility and autonomy in its business operations and management.
Some of the drawbacks of a Singapore Subsidiary are:
- It requires at least one local director who is a Singapore citizen, permanent resident, or holder of an employment pass or dependent pass.
- It has to comply with more statutory requirements, such as holding annual general meetings, filing annual returns, and preparing financial statements.
- It may face difficulties in transferring funds or profits to the foreign company, due to exchange rate fluctuations or withholding taxes.
Opening Representative Office
A Singapore Representative Office is a temporary arrangement that allows a foreign company to conduct market research or feasibility studies in Singapore. It is not a legal entity, but an administrative office that acts as a liaison between the foreign company and its potential customers, suppliers, or partners in Singapore. It cannot engage in any business activities that generate income or profit, such as signing contracts, issuing invoices, or providing services. The representative office’s name must be the same as the foreign company’s name plus “Representative Office”.
Some of the benefits of a Singapore Representative Office.
- It is easy and quick to register, as it does not require any capital or local director or shareholder.
- It does not have to pay any taxes in Singapore, as it does not generate any income or profit.
- It can test the market potential and viability of doing business in Singapore and the region.
Some of the drawbacks of a Singapore Representative Office.
- It has a limited validity period of up to three years, after which it has to either cease operations or convert into a branch or subsidiary.
- It has to renew its registration every year, subject to evaluation by the authorities in Singapore.
- It can only have up to five staff members, including one chief representative who must be from the foreign company.
A Singapore Branch, Subsidiary and Representative Office are three types of business entities that a foreign company can choose to establish or expand their presence in Singapore. Each type has its own tax implications, depending on the nature and objectives of the foreign company.
A Singapore Branch is an extension of the foreign company that is registered in Singapore. It is not a separate legal entity, but a part of the foreign company. It can carry out the same activities as the foreign company, and it is subject to the same laws and regulations as the foreign company. The tax benefits and differences of a Singapore Branch are:
- It is taxed as a non-resident entity in Singapore, at a flat rate of 17%, and it cannot claim any local tax incentives or exemptions.
- It may enjoy tax benefits under certain double taxation agreements that Singapore has with other countries, depending on the terms and conditions of the agreements.
- It has to file both its own accounts and the foreign company’s accounts with the authorities in Singapore, which may increase the administrative burden and compliance costs.
A Singapore Subsidiary is a separate legal entity that is incorporated in Singapore as a private limited company. It is owned by the foreign company, either wholly or partially, through its shares. It can have different activities from the foreign company, and it is subject to the laws and regulations of Singapore only. The tax benefits and differences of a Singapore Subsidiary are:
- It is taxed as a resident entity in Singapore, at a flat rate of 17%, and it can claim various local tax incentives and exemptions.
- It can benefit from the start-up tax exemption scheme, which grants a 75% exemption on the first S$100,000 of normal chargeable income and a further 50% exemption on the next S$100,000 for the first three consecutive years of assessment.
- It can also benefit from the partial tax exemption scheme, which grants a 75% exemption on the first S$10,000 of normal chargeable income and a further 50% exemption on the next S$290,000 for subsequent years of assessment.
- It can protect its assets from the debts or losses of the foreign company, as it has limited liability.
A Singapore Representative Office is a temporary arrangement that allows a foreign company to conduct market research or feasibility studies in Singapore. It is not a legal entity, but an administrative office that acts as a liaison between the foreign company and its potential customers, suppliers, or partners in Singapore. It cannot engage in any business activities that generate income or profit, such as signing contracts, issuing invoices, or providing services. The tax benefits and differences of a Singapore Representative Office are:
- It does not have to pay any taxes in Singapore, as it does not generate any income or profit.
- It has a limited validity period of up to three years, after which it has to either cease operations or convert into a branch or subsidiary.
- It has to renew its registration every year, subject to evaluation by the authorities in Singapore.

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