Singapore Representative Office - Registration Guide

A foreign company that is interested in exploring opportunities in Singapore and neighbouring countries may setup a representative office before committing any large scale investments. Unlike a subsidiary or a branch office, a Singapore representative office is viewed only as a laision office and as such has no legal status. It cannot conduct any business activities of profit yielding nature. Finance and related industries are not liberalized sector and consequently the approval process for representative office of such organizations can be quite elaborate. However, for most other sectors, representative office approval process is a fairly straight forward process.

The purpose of this guide is to provide details of setting up a Singapore representative office. To read about various registration options available in Singapore to foreign companies, refer to Foreign Company Registration Options in Singapore guide.

Singapore Representative Office as a Type of Business Entity

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 promotions, liaising, and market research or overseeing the parent company’s agents and distributors.

In a nutshell, a representative office is purely a temporary administrative office that is setup to manage and coordinate non commercial activities of a foreign company.

Quick Facts about Singapore Representative Office

• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• In case the parent company becomes dormant, the representative office must be de-registered.

Procedure and Documents Required for Singapore Representative Office

In order to register a Singapore representative office, a completed application along with supporting documents must be filed with Singapore authorities. Once the application has been filed, it takes about 5 working days to process the registration application.

The following documents are required when registering a representative office in Singapore:

• Completed application
• Copy of the parent Company's Certificate of Incorporation
• 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

In case the annual report and audited accounts are not available (for example when the parent company is relatively new), you can self-declare the needed information and provide other supporting details such as company brochures, contracts, website, etc. in support of your application. All documents must be in English otherwise an official English translation of the documents must be submitted.

If your intended activities are within the scope of allowed activities and the authorities are satisfied with the documents submitted, there should not be any problem with getting your application approved. In certain cases, authorities may ask for additional information to get further clarifications regarding your application.

Normally, the foreign company that is interested in setting up a representative office in Singapore will engage a professional service firm in Singapore for assistance. 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 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 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 Procedure for Singapore Representative Office

Upon successful registration, a Singapore representative office can open a bank account in any of the several international and local banks in Singapore. The account opening procedure can vary across banks. The timeline for opening a bank account, upon submitting all the required documents, can vary between 2-10 working days.

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

For more details on opening a bank account, see Singapore Bank Account guide.

A Singapore representative office is a unique type of entity that 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 for corporations with business activities in Singapore or around the region that need to be effectively administered or coordinated before settling on full fledged operations.