The basic choice is between a local subsidiary (a separate company with limited liability), a branch (the foreign company itself, registered locally) and a representative office (a liaison presence that cannot trade). The UAE adds a fourth dimension, mainland or free zone, and Saudi Arabia offers a regional headquarters status with its own obligations. The choice decides liability, tax presence, what activities are allowed and what has to be filed locally.
Subsidiary, branch or representative office
Singapore sets out the options clearly. A subsidiary is a separate Singapore company owned by the parent, with liability limited to its own assets, and is taxed in Singapore. A branch must appoint a locally resident authorised representative and keep a registered office open to the public at least three hours each business day. A representative office is not a separate legal entity, cannot earn income and operates under a licence, and the parent remains fully responsible for it.
Other markets follow the same pattern with their own procedures. In India, branch, liaison and project offices of foreign companies are governed by FEMA regulations and an RBI Master Direction rather than by company incorporation. In the UK, an overseas company that opens an establishment must register it with Companies House within one month of opening, on form OS IN01.12345
Mainland or free zone in the UAE
Since the Commercial Companies Law of 2021, foreign investors may own 100% of most mainland commercial companies, with activities of strategic impact needing separate approval. The law offers five company forms, and an LLC may have between 2 and 50 partners or a single owner. A mainland company is licensed by the emirate authority.
A free zone entity is licensed by its free zone authority. Free zone companies have generally benefited from customs exemptions but cannot trade directly in the mainland market without an onshore presence, so a business selling to UAE customers needs to plan its distribution route. The DIFC and ADGM have their own company laws based on English common law principles, and the federal Commercial Companies Law does not apply there; other free zones are subject to federal law plus their own regulations.67891011
Regional headquarters in Saudi Arabia
A regional headquarters registered with the Ministry of Investment must start its mandatory activities within six months of its licence, start at least three optional activities within a year and employ at least 15 full-time staff within a year. It is a status with obligations, not just a registration, so the business case should be tested against these milestones before applying.12
| Market | Subsidiary | Branch | Other options | Source |
|---|---|---|---|---|
| Singapore | Separate company, limited liability, taxed in Singapore | Resident authorised representative; public registered office | Representative office: no income, not a legal entity | ACRA |
| India | Company under the Companies Act, 2013 | Branch, liaison or project office under FEMA and RBI rules | LLP (see market guide) | RBI |
| UAE mainland | LLC or other CCL form; up to 100% foreign-owned | Dealt with under foreign company provisions | Strategic activities need approval | u.ae; CCL |
| UAE free zone | Licensed by the free zone authority | Zone rules | DIFC and ADGM: own common-law-based company laws | Chambers (secondary) |
| United Kingdom | Private limited company | Overseas company establishment, OS IN01 within one month | Not researched | GOV.UK |
| Saudi Arabia | LLC or joint stock company (see market guide) | Not researched here | Regional headquarters: 15 staff within one year | Ministry of Investment |
Decisions to make
- Will the local presence earn income, or only explore the market?3A representative office cannot earn income; trading needs a branch or subsidiary.
- Do we want to ring-fence liability in the local entity?12A subsidiary limits liability to its own assets; a branch is the parent company itself.
- In the UAE, will we sell to mainland customers?106Free zone companies cannot trade directly in the mainland market without an onshore presence.
- Do we want common-law company rules in the UAE?11The DIFC and ADGM have their own common-law-based company laws; other zones follow federal law plus zone rules.
- Can we meet Saudi regional headquarters milestones?12Activities must start within six to twelve months and 15 full-time staff are needed within a year.
Documents usually needed
- Parent company certificate of incorporation, constitution and good standing certificate, legalised or apostilled where required
- Board resolution approving the local entity or branch and appointing local officers or representatives
- Group structure chart showing ultimate owners
- Business plan or activity description for licensing (UAE, Saudi Arabia, India)
Common mistakes
- Opening a representative office and then letting it sign contracts or invoice customers
- Choosing a UAE free zone entity and only later discovering that mainland sales need an onshore presence
- Assuming a branch avoids local filings; branches register and file too (UK OS IN01 within one month)
- Treating Saudi regional headquarters status as a simple registration without staffing obligations
Questions businesses ask
Can a foreign company own 100% of a UAE mainland company?
Yes, for most commercial activities since the Commercial Companies Law of 2021. Activities of strategic impact need separate approval, and sector regulators may impose their own limits.6
Is a representative office the cheapest way to start?
It can be a first step, but in Singapore it cannot earn income, is not a separate legal entity and leaves the parent fully responsible. It suits market research, not trading.3
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- Branch and representative office rules on the UAE mainland, including whether a local service agent is still required, could not be settled; sources conflict.
- UAE free zone formation requirements, fees and shareholder rules vary by zone and were not researched on a free zone authority page.
- US entity choices (corporation or LLC, state of formation) and German and French branch rules are covered in the market guides rather than here.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
A subsidiary set up by a foreign business is a separate Singapore company owned by the parent, with liability limited to the subsidiary's assets, and is subject to Singapore corporate tax. Sector licensing rules may add ownership conditions; these were not researched here.
Reused from market guide claim sg-establish-012.
A foreign company branch must appoint one authorised representative who meets local residency requirements and must have a Singapore registered office open to the public for at least three hours on each business day. The registered office cannot be a P.O. box. ACRA lists a branch registration fee of S$300.
Reused from market guide claim sg-establish-008.
A representative office is not a separate legal entity, cannot earn income and is set up under a licence listed in Enterprise Singapore's licence directory. Intended for market research before committing to Singapore; the parent is fully responsible for it.
ACRA links to the Enterprise Singapore representative office licence on GoBusiness; the GoBusiness licence page itself could not be loaded, so eligibility criteria and validity periods were not confirmed. Reused from market guide claim sg-establish-009.
Branch, liaison and project offices of foreign entities are governed by the FEMA (Establishment in India of a branch office or a liaison office or a project office or any other place of business) Regulations, 2016, with operating rules in an RBI Master Direction last updated as on 18 May 2021. Central rule (RBI under FEMA, 1999).
The regulations are also named in DPIIT's FAQs on FDI Policy (FAQ 7). The Master Direction text itself could not yet be checked, so eligibility criteria are not stated here. Reused from market guide claim in-establish-011.
An overseas company that opens a UK establishment must send form OS IN01 to Companies House within one month of opening for business, with a £124 fee. Overseas companies with a UK branch or place of business.
Reused from market guide claim gb-establish-011.
Foreign investors may own 100% of an onshore (mainland) commercial company, and the former requirement for a major Emirati shareholder or agent for commercial companies was removed. Mainland companies only. Activities designated by the Cabinet as having strategic impact are excluded and need separate approval (see ae-establish-005). Emirate economic departments publish the activities open to full foreign ownership.
The u.ae page describes the 2020 amending decree-law; the Commercial Companies Law now in force is Federal Decree-Law No. 32 of 2021 (see ae-establish-002), which carries the same position. Chambers Investing In 2026 (UAE chapter) also states that 100% foreign ownership of mainland companies has been permitted since 2 January 2022. Reused from market guide claim ae-establish-001.
The Commercial Companies Law allows five company forms: joint liability company, limited partnership company, limited liability company, public joint stock company and private joint stock company. Mainland companies. Branches and representative offices of foreign companies are dealt with separately in the law's provisions on foreign companies.
English translation hosted by RAKEZ (a Ras Al Khaimah government authority). The Arabic text prevails. Reused from market guide claim ae-establish-003.
A limited liability company may have between 2 and 50 partners, and a single person may incorporate and own an LLC. Mainland LLCs under the Commercial Companies Law. Free zones set their own rules on shareholder numbers.
English translation hosted by RAKEZ. The Arabic text prevails. Reused from market guide claim ae-establish-004.
A foreign investor needs a company licence from the relevant federal or emirate authority for a mainland business, or from the free zone authority for a free zone business. Emirate economic departments (for example in Dubai and Abu Dhabi) issue mainland trade licences; each free zone authority licenses entities in its zone.
Secondary source. Reused from market guide claim ae-regulatory-001.
Free zone companies have generally benefited from customs exemptions but cannot trade directly in the mainland market unless they establish an onshore presence. Non-financial free zones. Free zone rules and mainland distribution arrangements vary.
Secondary source, which describes the position as historical. The customs treatment of free zone to mainland movements was not confirmed on a customs authority page (dubaicustoms.gov.ae could not yet be checked). Reused from market guide claim ae-trade-001.
The DIFC and ADGM have their own company laws based on English common law principles, so the federal Commercial Companies Law does not apply to companies incorporated there; non-financial free zones are subject to federal law plus their own regulations, and may exclude the Commercial Companies Law. ADGM applies English common law directly; the DIFC uses a common-law-based framework. Free zone rules vary by zone (for example Jafza excludes the Commercial Companies Law, but its registrar may apply some provisions where Jafza's own regulations are silent).
Secondary source. DIFC and ADGM official pages could not yet be checked. Reused from market guide claim ae-establish-010.
A regional headquarters must start its mandatory activities within six months of its licence, start at least three optional activities within one year, and employ at least 15 full-time employees within one year. Regional headquarters registered with the Ministry of Investment.
Reused from market guide claim sa-establish-019.
Questions on this topic
12 statements on entity choices: subsidiary, branch, representative office or free zone entity
