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      Singapore Representative Office Registration

Singapore Subsidiary Registration          Branch Office Registration



FEATURES OF A REPRESENTATIVE OFFICE
  • Not a Separate Entity. Representative office is not a separate entity from that of the parent company and the
    parent company is implicitly responsible for all liabilities of the representative office. A foreign company that is
    interested in exploring potential opportunities in Singapore and the region, may setup a representative office
    before committing any large scale investments. A Singapore representative office has no legal status and it is
    merely an extension of the foreign company. It must not conduct any business activities of profit yielding nature.
    Since it lacks a legal status, a representative office is prohibited from concluding contracts, negotiating or opening
    Letter of Credit, getting involved in trading, leasing a warehouse, etc. It can only engage in activities such as
    conducting market research and feasibility studies.

  • Temporary nature. Representative office is of a temporary nature and must essentially graduate into a subsidiary
    company or a branch office if the parent company wants to continue its operations in Singapore after three years.
    The representative office must be renewed annually during the initial three-year period.

  • Name. Name of the Singapore representative office shall be the same as that of the parent company. In case where
    the name coincides with an already existing local company, authorities will make a decision on case by case basis.

  • Allowed Activities.
    Gather information about markets and clients
    Carry out research to ascertain information regarding product demand, price expectation and end user requirements
    Collect information regarding the procedure of setting up a permanent business entity in Singapore
    Build trade contacts and handle product inquiries
    Participate in trade shows and exhibitions

  • Non Allowed Activities.
    Engaging in trade i.e. import or export
    Leasing warehouses
    Leasing its office premises to third parties
    Entering into or negotiating business contracts, issuing invoices, receiving letters of credit on behalf of its foreign parent company
    Sourcing or identifying suppliers or sources of raw materials or industrial parts
    Offering consultancy services or systems implementation
    Engaging in promotional activities such as advertising or marketing
    Coordinating activities between the foreign parent company and the clients
    Liasoning with or managing regional distributors or agents as well as related subsidiaries or branches
    Conducting quality control checks or carrying out supervisory activities


SETUP REQUIREMENTS FOR SINGAPORE REPRESENTATIVE OFFICE
  • The foreign parent company must have a sales turnover in excess of US$250,000
  • The foreign parent company must have been established for three years or more
  • The proposed number of employees for the Singapore representative office must be five or below


DOCUMENTS REQUIRED

The following documents/information are generally required for the registration of a Singapore subsidiary:
  • Completed application
  • Copy of the parent Company’s Certificate of Incorporation or Registration Certificate, as the case may be
  • Copy of the parent company’s latest annual report and audited accounts
  • Duly endorsed undertaking to abide by the Terms and Conditions governing the representative offices in Singapore
All documents must be in English and any non-English documents must be translated into English.
Your service provider may require additional documents as applicable.



REGISTRATION PROCEDURE AND TIMELINE

Foreign companies may engage a professional services firm to setup a representative office  in Singapore.

A professional firm will:
  • assist with completing the application as per guidelines and requirements of the approving authorities
  • file the necessary registration paperwork with authorities
  • act as a contact point if any clarifications are needed by authorities
  • upon approval of the representative office registration, file employment pass application for the staff
    member (from the head office) who will be relocating to Singapore.


APPROVAL AND RENEWAL INFORMATION FOR SINGAPORE REPRESENTATIVE OFFICE

Once approved, registration of a Singapore representative office is valid for a period of 1 year after which it must be renewed.
The authorities will issue a Letter of Approval confirming the registration of the representative office.

Normally, two months before the expiry, authorities will send a renewal notice. The representative office must be renewed
seven days before the expiry date. Since a representative office is a temporary arrangement, it can only be renewed for a
maximum of three years. The parent company is advised to upgrade the representative office to a subsidiary or a branch
office after such period.

In case of no response, a reminder notice will be sent on the expiry date. If there is still no response, a final reminder is sent
to the Head Office, one month after the expiry providing 14 days for the head Office to act, failing which authorities will initiate
the deregistering process for the Singapore representative office.



BANK ACCOUNT OPENING

Upon successful registration, a Singapore representative office can open a bank account in any of the several international and local banks in Singapore.

Typical documents required by banks include:
  • Completed and Signed Account Opening Application Form
  • Photocopy of Letter of Approval from International Enterprise Singapore
  • Board of Director’s Resolution sanctioning the opening of the account and the signatories to the account
  • Photocopy of Certificate of Incorporation of Parent Company
  • Photocopy of Memorandum & Articles of Association of Parent Company
  • Photocopy of Register of Directors (or equivalent)
  • Proof of Beneficial Ownership such as photocopy of Register of Shareholders or Certificate of Incumbency or Declaration of Beneficial Ownership along with IC/passport of the Beneficial owner
  • IC/Passport copy of directors, authorized signatories and chief representatives