Setting Up a Representative Office in Singapore

A Representative Office in Singapore is an interim entity from which foreign companies can conduct market research, feasibility studies and liaison work on behalf of its parent company. The Singapore Representative Office does not have an independent legal status from that of its parent company and does not enjoy the legal and tax benefits of a subsidiary or a company. Hence, the Representative Office is not required to file financial accounts and tax returns in Singapore. For a foreign company who is not ready to set up a subsidiary or a branch office in Singapore, the Representative Office is a temporary option to test the market potential in Singapore (and regional Asian markets) before committing to incorporating a Singapore company and incurring higher company maintenance costs.

Some of the reasons for a Foreign Company setting up a Singapore Representative Office in Singapore are:

• To explore the viability of doing business in Singapore and to test the business environment before committing to any investment decisions
• To use Singapore as a launch pad into Asia Pacific Regions
• For marketing and promotional activities on behalf of the Parent Company in Singapore (for which the representative office is permitted to activate a customs account for the import and export of sample products and materials from the parent company)

Please note that the Representative Office is not permitted to engage in commercial activities or to provide any services for a fee, including:

• Engaging in any trading (including import & export) or other business activities that leads directly to revenue generation, whether carried out for itself or on behalf of its parent company (except for import and export of sample products from the parent company, a Singapore representative office may obtain a central trade registration number for this purpose);
• Lease warehousing facilities. Any shipment/transshipment or storage of goods must be handled by a local agent or distributor appointed by its parent company;
• Lease its office to other establishments for a fee;
• Enter into commercial business contracts, issue invoices/receipts, open/receive letters of credit and contracts on behalf of its parent company or provide services for a fee.

Foreign Companies in the manufacturing, trading and services sectors can submit an application for the registration of Representative Office to I E Singapore (International Enterprise Singapore) for approval.

Financial institutions such as banks and insurance companies can also set up representative offices in Singapore but the applications are under the purview of Monetary Authority of Singapore (MAS) and they have to be in accordance with the guidelines set out by MAS.

The Representative Office is obligated to notify the authorities of any changes relating to the appointed representative officer, registered address, registered activities etc. during the course of its existence. In case of changes to the Parent Company, i.e. name change, applicable official documents, such a copy of the Parent Company’s Certificate of Change in name should accompany the notification.

If the foreign parent company becomes dormant, the Singapore representative office must be deregistered.

Foreign companies who wish to commence business activities in Singapore will be required to incorporate a Singapore Company.

Application Procedure

For registration of a Singapore Representative Office, all new applications of the foreign commercial entity must fulfill the following criteria:

• Sales Turnover of the foreign entity must be more than US$ 250,000.
• The establishment of the foreign entity must be a minimum of 3 years.
• Proposed Number of staff for the representative office in Singapore must not exceed 5.

Documents Required

1. A copy of the Parent Company’s Certificate of Incorporation;
2. The Parent Company’s latest audited report and/or management accounts;
3. Projections of annual spending for 2 years and manpower requirements;
4. Details of Chief Representative Officer for the Singapore RO and a separate contact person that is from home country (HQ);
5. Undertaking to abide by the Terms and Conditions governing the Representative Office in Singapore (this is now an electronic declaration);
6. A set of the Company’s brochures (optional)

Approval can take 1 to 2 weeks and is usually valid for one year, on a renewable basis for a maximum of three (3) years.

After the registration of the Representative Office, the foreign company can apply for an employment pass for its overseas personnel who will be stationed in Singapore. The Representative office may also hire local research/admin staff.

Most Companies prefer to bring their own representative to helm the Representative Office in Singapore. If this is the same for your Company, we can assist you in applying for an Employment Pass for your foreign “Chief Representative Officer” so that they can legally work in Singapore.

Our Fees

1. Registration of a Singapore Representative Office from S$1,500.00, including Government registration fee, excluding disbursements
2. Use of our office address for the Singapore Representative Office’s registered office address (ROA) @ S$360.00 per year
3. Agency fee for online application of an Employment Pass – from S$1,460.00 to $2,050.00, depending on the complexity (including Government application fees)

With effect from the 1st of September 2020, the Ministry of Manpower (MOM) has raised the minimum qualifying salary for new Employment Pass (EP) applications from S$3,900 to S$4,500. For financial services sector, the minimum qualifying salary is $5,000 with effect from 1 December 2020. The qualifying salaries for older and more experienced candidates have been raised correspondingly and will remain around double the minimum qualifying salary for the youngest applicants.

A foreign company that is interested in setting up a Singapore Representative Office will typically engage a professional services firm to assist it with the Representative Office registration and to act as a contact point for any clarifications required by the approving authorities. Please contact us if you are interested in registering a Representative Office in Singapore.