Foreign Company Registration in Singapore
What are the available business structures for registering a foreign company in Singapore?
A foreign company can choose from any of the three following structures for Singapore company registration, depending upon its business plan and goals:
- Singapore subsidiary: A Singapore subsidiary is a locally incorporated private limited company. It is a separate legal entity distinct from its foreign parent company, irrespective of the foreign parent company being the sole shareholder. A Singapore subsidiary has limited liability that does not extend to its foreign parent company. In the event of debts or liabilities incurred by the subsidiary, the foreign company and its assets remain protected. Since a Singapore subsidiary is a Singapore private limited company it is taxed as a local resident entity. A Singapore subsidiary benefits from Singapore's low tax rates and tax incentives. For details, please refer to Singapore Subsidiary Registration.
- Singapore Representative Office: Foreign companies that are interesting in testing the Singapore market before making investments can choose to set up a Representative Office in Singapore. Since the Representative Office is not a separate legal entity, liabilities extend to the foreign parent company. The question of taxation doesn't arise, as representative offices do not generate any profits. They are only meant for market research activities. More details can be found at Singapore Representative Office Registration.
- Singapore Branch Office: A branch office is considered to be an extension of the foreign parent company. As a result, it is not a separate legal entity and liabilities extend to the foreign parent company. A Singapore branch office is considered a non-resident for tax purposes and cannot avail of tax incentives or exemptions. Moreover, the foreign parent company must submit its annual accounts to Singapore authorities. For more information click on Singapore Branch office Registration.
What is the recommended business structure for registering a foreign company in Singapore?
The most suitable and recommended business structure for Singapore foreign company registration is the Singapore subsidiary company.
Top 3 reasons as to why the Singapore subsidiary is the most preferred structure.
- Separate legal entity status: The Singapore subsidiary is a legal entity that is distinct from its foreign domiciled parent company.
- Limited liability: The foreign parent company is not accountable for the debts and liabilities of its Singapore subsidiary.
- Tax efficiency: As a Singapore tax resident, a Singapore subsidiary qualifies for the tax exemptions that are designed for local resident companies.
How are the various business structures for foreign companies taxed in Singapore?
The three principal business structures for foreign company registration in Singapore are: Singapore subsidiary, Singapore branch office or Singapore Representative Office. The taxation of each of these business entities varies and is tabulated below:
| Singapore Subsidiary | Singapore Branch Office | Singapore Representative Office |
| Taxed as a Singapore resident entity.
Qualifies for tax exemptions and tax benefits. |
Taxed as a non-resident entity.
Does not qualify for tax exemptions or tax benefits. Is taxed only on earnings derived from its Singapore operations.
|
Is not subject to tax as it does not generate profits. |
Does the type of business structure have any implications on ability to depute parent company staff to Singapore?
Yes. Certain business structures impose restrictions on the relocation of foreign parent company staff, while certain others do impose limitations as indicated below:
- Singapore Subsidiary: There are no restrictions on the number of foreign parent company staff that a Singapore Subsidiary can appoint.
- Singapore Branch Office: A Singapore Branch Office is free to depute any number of foreign staff from its foreign parent company to work in Singapore.
- Singapore Representative Office: A Singapore Representative Office does impose restrictions on the number of foreign staff that can be relocated from its foreign Head Office to Singapore. A representative office is allowed to have only 5 employees in Singapore. The main reason behind limiting the number of staff is that the nature of a Representative Office (i.e. mainly conducting research activities) doesn't lend itself to hiring numerous employees.
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