Singapore Representative Office Registration

One of the options that foreign entrepreneurs can choose for Foreign company Incorporation in Singapore is the Singapore Representative Office. A Representative Office is comparatively different from a Singapore subsidiary or Singapore Branch Office, owing to its unique characteristics.

• A Representative Office, as the name suggests merely represents its foreign head office in Singapore.
• A Representative Office is often described as an "administrative office" devoid of any legal status in Singapore.
• Evidently, the non-legal status conferred to Representative Offices translates into unlimited liability for its foreign parent company.
• The purpose of a Representative Office is to conduct market research activities on behalf of its foreign head office. It cannot engage in trading activities or business activities that generate profits.
• The question of taxing a Representative Office in Singapore is ruled out as it does not generate business profits.
• A Representative Office has a limited life of three years, after which it will have to convert itself either into a Singapore subsidiary or Singapore Branch office.
• A Representative Office must depute a 'Chief Representative Officer' from the foreign parent company to Singapore.

A foreign company that wishes to test the Singapore market before making long-term investment commitments can set up a Singapore Representative Office.

No. As its name suggests a Representative Office is a mere representation of its parent office in Singapore and its main function is to conduct market research activities on behalf of its principal office. Since it lacks a legal identity, its head office is responsible for all liabilities arising thereof.

Yes. The registration of a Singapore Representative Office is valid only for one year and must renewed on an annual basis. Note that after a period of 3 years, a Representative Office must upgrade itself to either a Singapore subsidiary or Singapore branch office.

It is mandatory to appoint a professional services firm, such as our corporation, to register a Representative Office in Singapore. The following information and documents are required for Singapore Representative Office Registration:

• A Representative Office registration application,
• A certified true copy of the foreign parent company's Incorporation Certificate,
• A certified true copy of the foreign parent company's most recent annual report and audited financial statements, and
• A signed undertaking confirming to adhere to Singapore regulations regrading the operation of Representative Offices.

Note: All documents must be in English or officially translated into English.

It is very simple and easy to register a Representative Office in Singapore. In order to register a Representative Office in Singapore, the foreign parent company must fulfill the following criteria: It must have a sales turnover greater than US$250,00; it must have been established for three years or more; and must not propose more than five employees for its Representative Office in Singapore.

Once the documentation is ready, your incorporation agent will file the same with the Companies Registrar. If the application is complete and if no further details are required by the authorities, a Letter of Approval confirming the registration of the Representative Office will be issued within 5 working days. The registration is valid only up to one year and needs to be renewed annually, up to a maximum period of three years. After three years the Representative Office must upgrade itself either to a Singapore Subsidiary or Singapore Branch Office.

Normally, it takes around 5 working days to process a Singapore Representative Office application. However, if the Singapore authorities require any clarifications or further information it may take longer than 5 days to register a Representative Office in Singapore.

Note that under most circumstances an incorporation agent, such as our firm, will be appointed by the foreign company to setup a Singapore Representative Office. In such cases, it may take slightly longer than the normal time that it usually takes to form a Representative office, owing to the logistics of posting the necessary documents to the Singapore firm.

No. A Representative Office is not an incorporated entity in Singapore and is merely a temporary administrative facility for a foreign company to explore the Singapore market. As a result, there are no filing or other compliance requirements for Representative Offices in Singapore.

• You can only depute a limited number of foreign staff from your parent company to the Representative Office in Singapore. This is true even for hiring of local staff.
• The main reason behind the staff restriction is that a Representative Office is meant primarily for exploring the Singapore business environment and therefore requires only a few employees.
• The Singapore authorities reserve the right to decide on whether the Representative Office's staffing strength is acceptable or not. Only a maximum of five staff employees can be hired to work in the Representative Office.
• Note that you must appoint at least one staff from the HQ of the parent company to act as the Chief Representative of the RO in Singapore.