Representative Office Registration
Singapore Representative 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.
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 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
The following documents/information are generally required for the registration of a Singapore subsidiary:
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