Foreign Company

Complete Guide to Foreign Company Structures in Singapore

Learn everything you need to know about establishing different types of foreign company presence in Singapore - from subsidiaries to representative offices.

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International Business Expansion

3
Structure Types
17%
Corporate Tax
2-6
Setup Weeks
Global
Market Access
Business Structure Overview

What is a Foreign Company?

A Foreign Company refers to any entity incorporated outside Singapore that wishes to establish a business presence within the country. Singapore offers three main structures for foreign entities, each designed for different business objectives and operational requirements.

Global Presence

Establish Singapore operations while maintaining foreign incorporation

Multiple Options

Choose from subsidiary, branch office, or representative office

Market Access

Access Singapore and regional markets strategically

Regulatory Compliance

Operate under Singapore's robust regulatory framework

Type Comparison

Foreign Company Types Comparison

Choose the right structure for your Singapore presence

Features
SUB
Subsidiary Company
BO
Branch Office
RO
Representative Office
Legal Status
Separate Entity
Parent Extension
Liaison Office
Liability Type
Limited
Unlimited
N/A
Business Activities
All Activities
Profit Activities
Liaison Only
Tax Rate
17%
17%
N/A
Local Requirements
Resident Director
Resident Agent
Local Representative
Setup Complexity
Complex
Moderate
Simple
SUB

Subsidiary Company

Separate legal entity incorporated in Singapore

Key Features

  • Separate legal entity from parent company
  • Limited liability protection for shareholders
  • Can engage in all business activities

Best For

Long-term operations, manufacturing, trading, full business activities

BO

Branch Office

Extension of foreign company operations in Singapore

Key Features

  • Extension of parent company, not separate entity
  • Parent company liable for branch obligations
  • Can engage in profit-generating activities

Best For

Regional operations, project-based activities, temporary presence

RO

Representative Office

Liaison office for marketing and coordination activities

Key Features

  • Cannot engage in profit-generating activities
  • Limited to liaison, marketing, and coordination
  • No income generation allowed in Singapore

Best For

Market research, liaison activities, exploring opportunities

Registration Requirements

Essential requirements for foreign company establishment

Documentation

  • Certificate of incorporation from home country
  • Memorandum and Articles of Association
  • Board resolution authorizing Singapore establishment
  • Audited financial statements (latest 2 years)
  • Good standing certificate from home jurisdiction

Local Requirements

  • Singapore registered office address
  • Local resident director (for subsidiaries)
  • Singapore resident agent (for branch offices)
  • Local company secretary (for subsidiaries)
  • Authorized representative in Singapore

Capital & Banking

  • No minimum paid-up capital for subsidiaries
  • Sufficient funds for intended operations
  • Singapore corporate bank account
  • Evidence of financial capability
  • Source of funds documentation

Regulatory Compliance

  • ACRA registration and filing
  • Compliance with industry-specific regulations
  • Tax registration with IRAS
  • Work pass applications for foreign staff
  • Ongoing statutory compliance obligations
Pros & Cons Analysis

Benefits of Foreign Company Presence

Why establish a Singapore presence

Advantages

Strategic Location

Gateway to Asian markets with excellent connectivity and infrastructure

Business-Friendly Environment

Pro-business policies, efficient regulations, and strong legal framework

Competitive Tax Rates

17% corporate tax rate with extensive tax treaty network

Skilled Workforce

Access to highly skilled, multilingual, and educated workforce

Political Stability

Stable political environment with strong rule of law

Financial Hub

World-class financial services and banking infrastructure

Considerations

Compliance Requirements

Ongoing regulatory compliance and reporting obligations

Operating Costs

Higher operating costs compared to some regional alternatives

Local Director Requirements

Need for Singapore resident directors/agents for certain structures

Regulatory Approval

Some activities require regulatory approvals and licenses

Limited Representative Office

Representative offices have significant activity restrictions

Establishment Process

Steps to establish your foreign company presence

1

Structure Selection

Choose appropriate structure based on business objectives and activities

1-2 days
2

Name Reservation

Reserve company/branch name through ACRA's online portal

Same day
3

Document Preparation

Prepare and notarize all required foreign and local documents

3-5 days
4

ACRA Filing

Submit application with supporting documents to ACRA

1-3 days
5

Post-Incorporation

Open bank account, tax registration, and commence operations

2-4 weeks
Ongoing Obligations

Ongoing Compliance Requirements

Maintain compliance with Singapore regulations

Annual Returns

Annual
By anniversary date

File annual returns with ACRA within prescribed deadlines

Financial Statements

Annual
Within filing deadline

Prepare and file audited financial statements (if required)

Tax Filing

Annual
30 November

Submit corporate income tax returns and pay applicable taxes

Director/Agent Changes

As needed
Within 14 days

Notify ACRA of changes in directors, agents, or key personnel

Address Changes

As needed
Within 14 days

Update registered office address and maintain physical presence

Statutory Records

Ongoing
Continuous

Maintain statutory registers and records at registered office

Need Help with Foreign Company Compliance?

Our experts can help you navigate complex compliance requirements and maintain good standing.

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Frequently Asked Questions

What's the difference between a subsidiary and branch office?
A subsidiary is a separate legal entity incorporated in Singapore with limited liability, while a branch office is an extension of the foreign parent company with unlimited liability extending to the parent.
Can a representative office generate revenue in Singapore?
No, representative offices cannot engage in profit-generating activities. They are limited to liaison, marketing, coordination, and market research activities only.
Do I need a Singapore resident director for all structures?
Only subsidiaries require at least one Singapore resident director. Branch offices need a Singapore resident agent, and representative offices need a local representative.
How long does it take to establish a foreign company presence?
The process typically takes 2-6 weeks depending on the structure chosen, document preparation time, and banking requirements.
What are the tax implications for each structure?
Subsidiaries and branch offices are subject to 17% corporate tax on Singapore-sourced income. Representative offices don't generate taxable income as they cannot engage in profit-making activities.
Can I convert from one structure to another later?
Yes, it's possible to convert between structures, but this involves dissolution of the current structure and establishment of a new one, with potential tax and regulatory implications.

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