How to Set Up a Subsidiary or Branch Office in Singapore

Singapore’s prominence as a global business hub and gateway to Southeast Asia makes it a top choice for companies eyeing expansion. Its stable economy, clear regulations, and strategic location attract businesses from all corners. When entering this market, a pivotal decision is whether to establish a subsidiary or a branch office. Each structure carries distinct implications for liability, taxation, and operations, requiring careful consideration to align with your business goals.

Subsidiary vs Branch Office

A subsidiary is a standalone entity, typically set up as a private limited company under Singapore law. It operates independently, with its own legal identity, allowing it to sign contracts, hold assets, and manage taxes separately from the parent company. This separation shields the parent from the subsidiary’s liabilities, making it a go-to option for businesses seeking to minimize risk.

A branch office, on the other hand, is an extension of the parent company, sharing its legal identity. The parent is fully accountable for the branch’s obligations, including debts or legal issues. This structure suits companies prioritizing simplicity and direct control but comes with increased risk exposure.

Your choice depends on your priorities. A subsidiary offers liability protection and local credibility, while a branch simplifies management but ties the parent to local risks.

Legal and Regulatory Requirements

Both structures must register with the Accounting and Corporate Regulatory Authority (ACRA), Singapore’s business oversight agency. For a subsidiary, you need:

• At least one director who is a Singapore resident (citizen, permanent resident, or valid work pass holder).
• A local registered office address.
• A company secretary, appointed within six months, to handle compliance and administrative tasks.

For a branch office, requirements include:

• At least one authorised representative residing in Singapore.
• A registered office address in Singapore.
• Administrative support, often provided by secretarial services, to meet ACRA’s compliance standards.

Both require submitting a constitution, parent company details, and director or representative information via ACRA’s BizFile portal. The process is efficient but demands accuracy to ensure smooth approval.

Why Secretarial Services Matter

Singapore’s regulatory environment is stringent, with ongoing obligations like annual filings, statutory registers, and board resolutions. Non-compliance can lead to fines or deregistration. Company secretarial services are critical for managing these responsibilities. For subsidiaries, a company secretary is a legal requirement, handling filings, record-keeping, and regulatory updates. For branch offices, secretarial services streamline compliance, ensuring authorised representatives meet ACRA’s standards.

These services act as a backbone, allowing businesses to focus on growth while professionals handle regulatory complexities. For foreign companies navigating Singapore’s rules, this support is essential for staying compliant.

Tax and Accounting

Tax treatment is a key differentiator. A subsidiary, as a Singapore tax resident, is taxed at up to 17% on local income but can access tax incentives, such as startup exemptions or benefits from Singapore’s double taxation treaties. This makes it attractive for businesses planning long-term operations.

A branch office, as a non-resident entity, is taxed only on Singapore-sourced income but cannot claim most local tax benefits. This may suit smaller operations but limits financial advantages. Additionally, branches must file both their own and the parent company’s accounts, increasing administrative complexity compared to a subsidiary’s standalone filings.

Banking, Employment, and Operations

Opening a corporate bank account is generally easier for a subsidiary, as banks view it as a local entity, reducing scrutiny. A branch, tied to a foreign parent, may face stricter checks, delaying banking access.

Both structures can hire local and foreign staff, but subsidiaries often have an edge in securing work passes for expatriates due to their local status. Additionally, a subsidiary’s “Private Limited” designation enhances credibility with local clients, particularly in trust-driven sectors like finance or technology. A branch is functional but may be seen as less committed to the market.

Common Mistakes to Avoid

Foreign businesses entering Singapore often encounter pitfalls:

• Choosing a branch for cost savings without assessing the parent’s liability exposure.
• Delaying the appointment of a company secretary for a subsidiary, violating ACRA’s six-month deadline.
• Using a non-compliant registered office address, such as a residential property, which breaches ACRA rules.
• Neglecting annual filings, even for dormant entities, leading to penalties.

Engaging reliable company secretarial services early can prevent these errors, ensuring compliance and operational stability.

Practical Steps to Get Started

To establish your Singapore presence:

1. Decide on a subsidiary or branch based on your risk and operational needs.
2. Gather parent company documents, including incorporation certificates and financial records.
3. Appoint a local director or representative and secure a registered office.
4. Partner with secretarial services to support compliance.
5. File your application through ACRA’s BizFile portal.

With complete documentation, approval can take just days. Ongoing compliance, backed by corporate secretarial services, ensures your entity remains in good standing.

Final Thoughts

Singapore’s pro-business environment and streamlined processes make it an ideal expansion destination. Choosing between a subsidiary and a branch office shapes your liability, tax strategy, and market presence. A subsidiary offers protection, tax benefits, and local credibility, while a branch provides simplicity but with greater risk exposure.

Compliance is critical in either case. Company secretarial services are indispensable, ensuring your business meets Singapore’s regulatory standards while you focus on growth. With the right structure and support, your company can thrive in one of Asia’s most dynamic markets.