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Setting Up a Singapore Representative Office

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The main objective of the setting up of Representative office in Singapore is to explore the market or managing the company affairs without conducting any business activity of profit yielding nature. For this purpose large scale investment is not necessary. Representative office has no legal status in Singapore and as a result it cannot conduct any business activities of profit yielding nature. The approval of these representative offices are very simple, elaborated and straight forward process.

Singapore Representative Office as a Type of Business Entity

A Singapore representative office is just an extension of the foreign company and hence it has no legal status so it can’t conduct any business activities of profit yielding nature. Also a representative office is not eligible to have any contracts, negotiating or opening Letter of Credit, getting involved in trading, leasing a warehouse, etc. the purpose of the representative office is only to promote, liaising, and market research or overseeing the parent company’s agents and distributors.
so, a representative office represents as a temporary administrative office that is setup to manage and coordinate non commercial activities of a foreign company.

Quick Facts about Singapore Representative Office

  1. 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.
  2. The name of the Singapore representative office is similar to 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.
  3. 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.
  4. A representative office may engage local employees as support staff but must appoint a chief representative staff member from the head office who will relocate to Singapore and oversee its activities. Since a representative office cannot be involved in commercial activities, the staff strength should be reasonable and kept to the essential minimum. The authorities have the discretion to determine if the staff strength maintained at a representative office is reasonable.
  5. Any changes to the representative office (such as change in representatives, change in address, registered activities, etc.) must be notified to authorities in advance. In case of changes in the name of the parent company, notification must be accompanied by a copy of the parent company's Certificate of Change in name.
  6. A representative office must clearly state that it is a representative office registered in Singapore on its name plaque, name cards of its staff and other communication materials.
  7. Representative office in Singapore is not an incorporated body and therefore, none of the filing requirements imposed on the incorporated entities or registered corporate bodies are applicable to it. A representative office need not maintain any statutory documents or submit tax returns in Singapore.
  8. A Singapore representative office is allowed to obtain a central registration number to import and export sample products and materials from the parent company. However, a representative office is strictly prohibited from involving in trading activities using the central registration number.
  9. In case the parent company becomes dormant, the representative office must be de-registered.

 

Procedure and Documents Required for Singapore Representative Office

For the registration of the Singapore representative office, the complete application with attached supporting documents should be filed with Singapore authorities. Then it takes around 5 working days to process the registration application.

Following documents are required when registering a representative office in Singapore:

  1. Completed application
  2. Copy of the parent Company's Certificate of Incorporation
  3. Copy of the parent company's latest annual report and audited accounts
  4. Duly endorsed undertaking to abide by the Terms and Conditions governing the representative offices in Singapore

If the parent company is newly established and can’t provide the Annual report and Audited accounts are not available, you can self-declare the needed information and provide other supporting details such as company brochures, contracts, website, etc. in support of your application. It is necessary to submit all the documents in English otherwise an official English translation of the documents must be submitted.
In some cases, the authorities may ask for additional information to get further clarifications regarding your application.
It is always advisable to engage one professional company in order to set the foreign company in Singapore for its assistance.
A professional firm will act on your behalf and do the following:

  1. assist with completing the application as per guidelines and requirements of the approving authorities
  2. file the necessary registration paperwork with authorities
  3. act as a contact point if any clarifications are needed by authorities
  4. after the approval of the representative office registration, file the Employment Pass application for the staff member (from the head office) who will be relocating to Singapore. The processing of employment pass can take about 3-5 weeks.

Approval and Renewal Information for Singapore Representative Office
Once the registration process completed then it is valid for a period of 1 year after which it must be renewed. The concerned authorities will issue a Letter of Approval about the confirmation of the registration of the representative office.
Two months before the expiry of the registration the authorities will send a renewal notice and the representative office must be renewed seven days before the expiry date. As said earlier a representative office is a temporary arrangement, it can only be renewed for a maximum of three years so the parent company has to upgrade the representative office to a subsidiary or a branch office after such period.

After the expiry the reminder notice will be sent to the company. If there is still no response, then the final reminder is sent to the Head Office and after one month when there is no response in 14 days then the process of deregistering of the Singapore representative office starts.

Bank Account Opening Procedure for Singapore Representative Office
After the completion of successful registration, a Singapore representative office can open a bank account. The account can be opened in any of the several international and local banks in Singapore. The process of opening the account can vary across banks and the time taken for opening a bank account can be between 2-10 working days.


Typical documents required by banks include:

1) Completed and Signed Account Opening Application Form
2) Photocopy of Letter of Approval from International Enterprise Singapore
3) Board of Director’s Resolution sanctioning the opening of the account and the signatories to the account
4) Photocopy of Certificate of Incorporation of Parent Company
5) Photocopy of Memorandum & Articles of Association of Parent Company
6) Photocopy of Register of Directors (or equivalent)
7) 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
8) IC/Passport copy of directors, authorized signatories and chief representatives

A Singapore representative office does not have a legal status and does not generate any revenue but acts as a cost center to the parent company. A representative office is the best choice when you are only promoting your company all around the world.

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