Guide to Registering a Singapore Representative Office

A representative office serves as a liaison agency of foreign companies that plan to explore business potentials in countries like Singapore. It has no legal identity and is not allowed to participate in any money-making ventures. The process of registering a representative office depends on the type of business being conducted. Enterprises dealing in finances and related fields may undergo a more complex procedure compared to other business sectors which often are more simple. It would help if the parent company is already an established name and the scope of work outlined falls under the function of a representative office.

Since a representative office serves as an extension of a foreign company, it is not permitted to conduct business for financial gains. Its activities are limited only to non-profit endeavors like feasibility studies and market research. As such, it cannot enter into business agreements, negotiations, trading, leasing of property, and the likes.

Important considerations for Singapore Representative Office

part of a parent company

Representative office is considered as an intrinsic part of a parent company which is indirectly responsible for any dealings of the former.

    Criteria to be satisfied for setting up representative office

    Any foreign company that plans to establish its presence as a rep office in Singapore must meet the following requirements:

    1. A minimum sales turnover of US$250,000;
    2. The company must be in operation for at least three years;
    3. The representative office adheres to the guideline that there must be no more than five employees working in the representative office

    Application can still be made for representative office if the above criteria is not satisfied. However approval in that case is with authorities.

      Name of representative office

      The representative office will bear the name of the parent company. In case of similarity to existing Singaporean business, the proper authorities will make the final decision

        Duration of three years

        The representative office can only exist as it is for a maximum of three years. Otherwise, it should be transformed into either a Singapore branch office or a company subsidiary to proceed with its operation.

          Chief head of representative office must be from parent company

          The representative office must be headed by a chief staff member coming from the parent company. The appointed person needs to relocate Singapore to physically oversee the operations. Based on the guidelines by authorities, the office can employ a maximum of five personnel to assist the chief representative in the conduct of the office’s operations.

            All official communication must disclose its nature as representative office

            Name plaques, business cards, notifications, or any form of official communication bearing the name of the representative office must always include the information that it is a representative office duly registered to conduct business in Singapore

              Exemption from filing requirements

              Since the representative office is not incorporated, it is exempted from filing the necessary requirements expected from incorporated or registered entities. In the same token, it is not required to keep legal documents or file tax return in Singapore.

                Representative office is allowed to engage in following activities

                1. Information gathering about clients and markets;
                2. Research focused on specific information related to pricing prospects, demand of product, and requirements of end-users;
                3. Information-gathering in relation to establishing a permanent business venture in the country;
                4. Establishing business contacts and answering queries regarding products;
                5. Trade show and exhibition participation.

                  Representative office is not allowed to engage in following activities

                  1. Engaging in profit-making ventures, like import and export;
                    Renting warehouses
                  2. Third party leasing of office premises
                  3. Business contract negotiation or agreement; accepting letters of credit for the parent company; issuing of invoices
                  4. Soliciting information regarding raw material or industrial parts sources or suppliers
                  5. Consultancy or systems execution services
                  6. Marketing, promotional, and advertising activities
                  7. Liaising between clients and parent company
                  8. Operating or managing sales agents, distributors, as well as branches or subsidiaries
                  9. Performing quality control operations or supervisory endeavors

                    Documentary Requirements for Registering a Representative Office

                    Representative office registration form

                    This form will provide us required details about your business in home country

                    Certificate of incorporation

                    Copy of the certificate of incorporation of the parent entity

                    Parent company board resolution

                    Copy of the board resolution of the parent company confirming its decision to incorporate a representative office in Singapore and the representative authorised

                    Parent company’s latest audited results

                    Copy of the parent company’s latest annual report and audited accounts

                    Other relevant information

                    You can provide additional information like your business plan, brochures and need for representative office in Singapore

                    Signed undertaking

                    A signed documentation stipulating that the representative office will follow diligently the Terms and Conditions specified for Singapore representative offices

                    Opening a Bank Account for representative office

                    Once registered, the Singapore representative office can initiate opening a bank account in any of the local or international banks operating in Singapore. Each bank has its own procedures and processing of application may take anywhere from two to ten business days.

                    Summary

                    A representative office is the most efficient way of conducting operations prior to engaging in full-time operations in Singapore. It provides a foreign company with a cost center, although its activities cannot include any profit-making ventures. The representative office can serve as the hub of the parent company in its operation within the country or across the region.