The registration process is comparable; the legal status is not. A branch is a direct extension of the parent, which is fully responsible.
Singapore GuidesCompany registration
ENTITY TYPES
Landing in Singapore: subsidiary, branch or representative office
Short answer
The difference that matters is legal status. A subsidiary is a separate Singapore company owned by the parent, with liability limited to the subsidiary's assets. A branch, in ACRA's own words, is a direct extension of the parent company and not separate — the parent company is fully responsible. A representative office cannot carry on business at all: market research and liaison only, and it is registered with EnterpriseSG rather than ACRA. For almost any foreign company intending to trade, hire and sponsor passes, the answer is a subsidiary.
Core differences
| Item | Subsidiary | Branch | Representative office |
|---|---|---|---|
| Legal status | A separate Singapore company | A direct extension of the parent; not separate | No separate legal personality |
| Liability | Limited to the subsidiary's assets | The parent company is fully responsible | Borne by the parent |
| May trade for profit | Yes | Yes | No |
| Registered with | ACRA | ACRA | EnterpriseSG (non-financial sectors) |
| Local person required | At least one resident director | At least one locally resident authorised representative | — |
| Registration fee | S$300 | S$300 for one year | Per the administering agency |
| Duration | Ongoing | Ongoing, with annual renewal and filing | Temporary |
Legal status is the only line that really matters
Fees and process are negotiable. Legal status is not — it decides who pays when something goes wrong.
A subsidiary is a company incorporated in Singapore with the parent as its shareholder. ACRA describes it as a separate Singapore company owned by the parent, with liability limited to the subsidiary's assets. The parent's assets outside Singapore are insulated.
A branch is not. ACRA states it plainly: a branch is a direct extension of the parent company, not separate, and the parent company is fully responsible. Debts, litigation and damages arising in Singapore reach straight back to the foreign parent.
That single point usually settles the decision. Absent a specific tax or regulatory reason requiring a branch, trading operations go into a subsidiary.
What a branch actually requires
If a branch it is, these apply:
Authorised representative. At least one locally resident authorised representative — a citizen, permanent resident or holder of an ACRA-recognised pass (such as an Employment Pass). That person can be held personally responsible if the company fails to meet its legal requirements. It is not a nominal role.
Registered office. A Singapore address, open to the public for at least three hours during normal business hours on each business day. A P.O. box does not qualify.
Filing. Compliance with the statutory and disclosure requirements of the Companies Act 1967, including annual filing for foreign companies.
Cost and timing. S$300 for one year. Most approvals follow shortly after payment; complex applications may take up to 15 working days, and those requiring referral authority approval 14 to 60 days.
Representative office: what it can and cannot do
The representative office is the most commonly misused form. It has no capacity to trade — it may not engage in any profit-generating trading or business activity, and cannot sell or invoice in its own name (Source: EnterpriseSG, verified 2026-09). What it may do is market research, feasibility studies, gathering information on customers and competitors, attending trade fairs, and acting as a liaison channel with the parent's head office.
The registering agency differs too: representative offices in non-financial sectors are handled by EnterpriseSG, not ACRA, while the financial sector falls under MAS. It is a temporary arrangement requiring periodic renewal, and is not suited to a lasting presence.
The specific eligibility thresholds for a representative office — parent turnover, years established, headcount limits — and the renewal rules are published by the administering agency and do change. Before committing to this route, work from EnterpriseSG's current guidance; we do not restate figures here that may be out of date.
From the work pass angle, a subsidiary is the most common and easiest to explain
If the plan includes sponsoring Employment Passes for a team or founder, the choice narrows sharply. An EP is filed by an employer registered in Singapore, and MOM examines the employer's actual operations (overseas companies without a Singapore-registered entity apply through a local sponsor). A subsidiary is the most common structure and the easiest to explain; pass arrangements for branch or representative office staff must be confirmed case by case under MOM and agency rules — refer to official announcements (Source: MOM, verified 2026-09).
Separately, start-up tax exemption — 75% off the first S$100,000 across the first three Years of Assessment — applies only to companies incorporated in Singapore: a branch does not qualify, and a subsidiary does not qualify automatically. IRAS requires no more than 20 shareholders, all individuals holding shares directly, or at least one individual shareholder directly holding at least 10% of the ordinary shares. A subsidiary wholly owned by a foreign parent with no individual shareholder holding 10% or more usually does not qualify; investment-holding and property-development companies are also excluded. Follow IRAS announcements (Source: IRAS, verified 2026-09). See Singapore corporate income tax and registration does not equal a pass.
It has no capacity to trade — no profit-generating business, no sales or invoicing in its own name. Research and liaison only.
An EP is filed by an employer registered in Singapore, and MOM examines the employer's actual operations. A subsidiary is the most common route; pass arrangements for branch or representative office staff must be confirmed case by case, per official announcements.
They must be locally resident and can be held personally responsible if the company fails to meet its legal requirements.
How we handle it
We start with three questions: do you need to trade and invoice from Singapore, do you need to sponsor passes, and is the parent willing to be fully responsible for Singapore-side liabilities. Those three answers essentially fix the form — and in the great majority of cases they point to a subsidiary. From there we settle the resident director, registered address and shareholding structure, the last of which affects start-up tax exemption eligibility. See company registration & compliance.
Frequently asked
What is the difference between a subsidiary and a branch?
Legal status. A subsidiary is a separate Singapore company owned by the parent, with liability limited to the subsidiary's assets. ACRA describes a branch as a direct extension of the parent company, not separate, with the parent fully responsible.
Does a branch need a local person?
Yes. A branch must appoint at least one locally resident authorised representative — a citizen, permanent resident or holder of an ACRA-recognised pass (such as an Employment Pass) — who can be held personally responsible if the company fails to meet its legal requirements.
Can a representative office do business?
No. It has no capacity to trade — no profit-generating business, no sales or invoicing in its own name — and is limited to market research, feasibility studies, information gathering and liaison. It is a temporary arrangement registered with EnterpriseSG for non-financial sectors, and MAS for the financial sector.
Which form can sponsor an Employment Pass?
In practice, most commonly a subsidiary. An EP is filed by an employer registered in Singapore, and MOM examines the employer's actual operations; overseas companies without a Singapore-registered entity apply through a local sponsor. Pass arrangements for branch or representative office staff must be confirmed case by case, per official announcements.
What does registering a branch cost and how long does it take?
S$300 for one year. Most approvals follow shortly after payment; complex applications may take up to 15 working days, and those needing referral authority approval 14 to 60 days.
Sources: ACRA (registering a foreign company; the legal status and liability of a branch; authorised representative and registered office requirements; filing obligations; registration fee and processing times; and ACRA's subsidiary-versus-branch comparison). Representative office registration and activity limits draw on the administering agencies' published guidance; for its current eligibility thresholds and renewal rules, refer to EnterpriseSG. Start-up tax exemption conditions per IRAS; EP employer requirements per MOM. Verified September 2026. This article is general information and not legal advice.
Subsidiary or branch?
Whether you need to trade, whether you need passes, and whether the parent will accept full responsibility — three questions settle it. Tell us your situation and we recommend a workable structure.
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