Singapore Subsidiary vs Branch vs Rep Office Guide 2026

Complete guide comparing Subsidiary, Branch Office, and Representative Office (RO) in Singapore. Explains ACRA setup fees, tax, & legal liability.

Statutory Overview & Legal Framework

Foreign corporations expanding into Singapore generally choose between three corporate structures governed by ACRA and Enterprise Singapore: a Subsidiary (Private Limited company), a Foreign Branch Office, or a Representative Office (RO). A Subsidiary is a separate legal entity offering limited liability protection to the parent company. A Branch Office is an extension of the foreign parent company (unlimited parent liability) requiring at least 1 ordinarily resident authorised representative in Singapore. A Representative Office (RO) is a temporary non-commercial entity registered via EnterpriseSG for market research (max 3 years). Use this guide to select the right Singapore market entry structure.

Core Statutory Criteria & Regulations

Subsidiary (Pte Ltd) Limited Liability StructureSubsidiary Pte Ltd

Separate legal entity; parent company liability is limited to share capital. Qualifies for local corporate tax exemptions if criteria met.

Branch Office Authorised Representative MandateBranch Office

Extension of parent entity; requires at least 1 authorised representative ordinarily resident in Singapore. Parent bears unlimited liability.

Representative Office (RO) Non-Commercial MandateRep Office (RO)

Registered via EnterpriseSG; cannot conduct commercial activities, sign contracts, or issue invoices (max 3-year tenure).

EnterpriseSG RO Eligibility CriteriaRO Turnover Threshold

Parent company must have annual sales turnover > US$250,000 and 3+ years operational history to register an RO.

Qualification & Compliance Requirements

Applies to foreign corporations and overseas businesses establishing an operational presence in Singapore.

Subsidiaries require at least 1 resident director; Branch Offices require at least 1 ordinarily resident authorised representative.

ROs are restricted to market research and liaison activities; commercial operations require converting to a Subsidiary or Branch.

Branch Offices must file parent company financial statements with ACRA alongside Singapore branch accounts.

Statutory Document & Application Checklist

Companies Act (Cap. 50, Part XI for Foreign Companies)

Certified Copy of Parent Company Incorporation Certificate & Constitution

Parent Company Audited Financial Statements

Appointment of Singapore Resident Authorised Representative / Director

EnterpriseSG RO Application Certificate (for Rep Offices)

Step-by-Step Filing & Compliance Process

Select Business Structure (Subsidiary vs Branch vs RO)

Evaluate commercial scope, parent liability protection, tax incentives, and operational goals.

Reserve Entity Name on ACRA Bizfile / EnterpriseSG

Submit name reservation on Bizfile for Subsidiary/Branch or EnterpriseSG portal for Representative Office.

Appoint Resident Officers & Prepare Parent Documents

Appoint resident director (Subsidiary) or resident authorised representative (Branch) and certify parent documents.

File Formal Registration on Bizfile / EnterpriseSG

Submit registration forms and pay official ACRA registration fees (S$315 for Subsidiary incorporation; Branch Office fee structure per ACRA schedule) or EnterpriseSG RO fee.

Open Bank Account & Setup Permits

Open corporate bank account and secure any required GoBusiness sector permits.

Frequently Asked Questions (FAQ)

A Subsidiary is a separate Singapore private limited company with limited liability for the foreign parent (incorporation fee S$315). A Branch Office is a direct legal extension of the foreign parent company, meaning the parent bears unlimited liability for branch debts.

An RO can only conduct non-commercial market research, feasibility studies, and promotional liaison work. It cannot engage in commercial trading, sign contracts, or generate revenue in Singapore.

An RO is approved initially for 1 year and can be renewed annually up to a maximum duration of 3 years, after which it must convert to a Subsidiary or Branch Office.

Yes. A Singapore Branch Office must appoint at least one authorised representative who is ordinarily resident in Singapore.

A Singapore subsidiary is treated as a tax resident company and may qualify for Partial Tax Exemption (PTE) or SOTE if it satisfies all statutory eligibility conditions.