Branch vs subsidiary in Singapore

A subsidiary is a separate Singapore company and costs S$315 to register. A branch is the foreign company itself operating in Singapore and costs S$300, with a resident authorised representative.

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A foreign company that wants to trade in Singapore has two main routes. It can register a branch, which is the foreign company itself carrying on business here. Or it can form a subsidiary, which is a new Singapore company that the foreign company owns. ACRA charges S$300 to register a branch and S$315 to register a company. The rest of the comparison is about liability, officers, tax and filings, taken from ACRA and IRAS pages read on .

What is the difference at a glance?

Point Subsidiary (Pte Ltd) Branch of a foreign company
What it is A Singapore company owned by the parent The foreign company operating in Singapore
Legal entity Separate from its owners Not separate from the parent
Liability Shareholders have limited liability The parent stays responsible as the same company
ACRA fee S$315 (S$15 name, S$300 registration) S$300 for one year
Registered through BizFile, directly or via a provider A corporate service provider must register it
Local person One ordinarily resident director and a company secretary One locally resident authorised representative
Annual ACRA filing Annual return, S$60 Annual filing for foreign companies
Corporate tax rate 17% flat 17% flat

What is a subsidiary in Singapore?

A subsidiary is registered as an ordinary Singapore company. ACRA says a company is a separate legal entity that can sue, be sued and own property in its own name. Shareholders are not personally responsible for its debts and losses. The parent holds the shares and the subsidiary has its own directors, secretary, registered office and annual filings.

The private limited company page covers the S$315 fee, the director and secretary rules and the yearly returns. A foreign parent can be the shareholder. If you want a group structure in Singapore, see holding companies.

What is a branch in Singapore?

A branch is not a new company. ACRA describes it as the structure where the parent entity keeps operations in Singapore while remaining incorporated elsewhere. The registration route is called registering a foreign company.

What ACRA requires:

  • A corporate service provider. You must engage one to register for you.
  • An authorised representative. One locally resident person, who can be held personally responsible if the company does not meet its legal requirements.
  • A registered office. A Singapore address, not a P.O. Box, open and accessible to the public for at least three hours during normal business hours on each business day.
  • Documents. A certified copy of the certificate of incorporation issued at least four months before the application, a certified copy of the constitution, and certified English translations if needed. Position holder details are also needed.
  • Accounts. The latest home-country financial statements, if required.

Which has more liability risk?

A subsidiary ring-fences risk. If it fails, the creditors generally look to its assets, not the parent's, because the subsidiary is a separate entity. A branch has no such wall, since it is the parent company operating in Singapore, so the parent's assets are in play for branch debts. Parents sometimes still give guarantees to a subsidiary's lenders or landlords, and those guarantees are a contract matter outside this guide.

How is tax different?

IRAS states that corporate tax is a flat 17% of chargeable income, local and foreign companies alike. New start-up companies get an exemption of 75% on the first S$100,000 and 50% on the next S$100,000 for the first three years of assessment, but the scheme is for companies incorporated and tax resident in Singapore with no more than 20 shareholders. A branch is not incorporated here, so ask IRAS whether it qualifies. Companies also get a partial exemption of 75% on the first S$10,000 and 50% on the next S$190,000. See corporate tax.

We have not verified how tax treats profit moved from a branch to its head office, or dividends paid by a subsidiary to its parent. Ask IRAS or a tax adviser, because the treaty position can change the answer.

What are the running duties?

A subsidiary holds an annual general meeting unless exempt, files an annual return at S$60 and files a tax return. It may need an audit unless it is exempt. See audit exemption.

A branch must comply with the statutory and disclosure requirements of the Companies Act, such as the annual filing for foreign companies. ACRA's pages on filing for a foreign company set out the details, and we have not repeated amounts we have not verified.

How do you choose?

  • Need protection for the parent. Choose the subsidiary.
  • Need to show a local entity to customers, banks or landlords. The subsidiary is the natural fit, but ask the party what it requires.
  • Want the lightest set-up and the parent already carries the risk. A branch costs S$300 and needs an authorised representative.
  • Need local shareholders or investors. Only a company has shares to sell.
  • Plan to wind down soon. Ask a provider to compare closing each. See strike-off for the company side.

Local staff and office needs sit alongside this. A registered address is required either way.

Independent guide, not ACRA

SingaporeCompanySetupGuide.com is not ACRA, IRAS or a provider. We read the official pages and list their check dates. Providers pay us a fee when a request we pass on becomes a client, as our how we earn page says.

If you already know which route you want, use the form on this page. We forward the request, and suitable providers reply with their own prices.

Sources

Good to know

Questions people ask

What is the main difference between a branch and a subsidiary?

A subsidiary is a Singapore company and a separate legal entity with limited liability. A branch is the foreign company operating in Singapore while it stays incorporated elsewhere, so the parent answers for the branch's debts under the law that applies to it.

How much does it cost to register a branch in Singapore?

ACRA charges S$300 for one year to register a foreign company branch. You must use a corporate service provider to register. A subsidiary is registered as a company and costs S$315, made up of S$15 for the name and S$300 to register.

Does a branch need a local representative?

Yes. ACRA requires one locally resident authorised representative, who can be held personally responsible if the company does not meet its legal requirements. A subsidiary instead needs at least one ordinarily resident director and a company secretary.

Do both pay the same corporate tax rate?

IRAS applies a flat 17% to companies, local and foreign. The start-up exemption is for companies incorporated and tax resident in Singapore with no more than 20 shareholders, so check with IRAS whether a branch can use it.

Which structure is easier to close?

ACRA has separate pages for striking off a foreign company and striking off a local company. We have not compared the two processes line by line. Ask a provider about winding down a branch versus a subsidiary before you choose.

Can a foreign company have both?

Nothing we found at ACRA stops a foreign group using a subsidiary for some activity and a branch for another, but we have not verified licensing limits. Ask ACRA or a provider for your case.

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