Foreign investors can set up a variety of business structures in Singapore for their investments.
Establishing a subsidiary, branch office, or representative office are some of the most popular options. Investors need to assess their specific business needs before deciding on a corporate structure to operate from.
The best investment structure for your business is determined by a variety of factors, including its planned activities, industry, and investment size.
In this section, we discuss the following entity types, their business activities, eligibility criteria, and tax treatment:
- Private companies limited by shares;
- Branch office;
- Representative office; and,
- Variable capital company.
Comparison of entity types in Singapore: Activities, eligibility, liabilities, and more
Click on the FIE Structure Type to read further details about the entity.
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Criteria |
Private Limited Company (Ltd) |
Branch Office |
Representative Office (RO) |
Variable Capital Company (VCC) |
|
Legal type |
Separate legal entity, can be wholly foreign-owned. |
Legal extension of foreign parent company. |
Temporary setup with limited scope. |
A flexible corporate structure designed for investment funds. Separate legal entity. |
|
Business activities |
May differ from parent company; must acquire relevant licenses. |
Must be the same as parent company. |
Limited to non-commercial activities (market research, liaison). |
Restricted to collective investment schemes (CIS); cannot conduct commercial business. |
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Criteria for eligibility |
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Liabilities |
Liability limited to capital subscribed. |
Parent company is fully liable. |
Parent company is liable. |
Liability limited to the VCC; shareholders not personally liable. |
|
Tax treatment |
17% corporate tax rate. |
17% corporate tax rate. |
Not taxable (no income generation). |
Eligible for tax exemption schemes under the Income Tax Act (e.g., Enhanced-Tier Fund Scheme). |
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Can the entity benefit from local tax incentives? |
Yes |
No |
No |
Yes, including tax exemption for fund vehicles and GST remission (if applicable). |
|
Staff hiring |
May hire locals and foreigners. |
May hire locals and foreigners. |
Max. of 5 employees; local chief representative required. |
May hire staff but typically minimal as investment functions are delegated to fund managers. |
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Annual filing |
Required to file annual returns and tax returns. |
Parent and branch accounts must be filed. |
Not required. |
Annual return and financial statements must be filed. Audit required unless exempt. |
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Entity validity period |
Perpetual until deregistered. |
Perpetual unless struck off or parent is wound up. |
Max. 3 years; renewable annually. |
Perpetual until deregistered, liquidated, or merged. |
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Overview of advantages |
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