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Representative Office In Singapore
Introduction
Any foreign company that wishes to run their business operations in the country should discover the opportunities first of all by setting up the Representative Office in Singapore. This is the best option to find the market opportunities before making any large scale or long term commitment. Representative Office cannot involve in any type of business activity related to generating revenue.
A lot of representative offices can get registration from Enterprise Singapore. Enterprise Singapore is the registration authority for Representative Offices. On the flip side, insurance, banking and financial institutions are required to get registration from MAS for their Representative Offices in Singapore. Representative Offices of financial institutions should undergo strict appraisal of Monetary Authority of Singapore.
SETTING UP A REPRESENTATIVE OFFICE (RO) / (REP OFFICE)
Prior to making a big investment in Singapore, a foreign company may wish to set up a representative office in Singapore to:
- (a) carry out the necessary market research
- (b) conduct feasibility studies
- (c) observe the local business culture
- (d) build contacts
Alternatively, the foreign company may not wish to carry on business in Singapore but may wish to have a presence in Singapore as part of its network.
Registration of a representative office should be considered when a foreign company is keen to test the business environment in Singapore before it makes investment decisions. The representative office is opened as a temporary facility for foreign companies wishing to explore business opportunities in Singapore and beyond. However, foreign companies should be aware that incorporation of legal corporate entities with the Accounting and Corporate Regulatory Authority (ACRA) is necessary to man their operations in Singapore in the long term.
Enterprise Singapore, Monetary Authority of Singapore (“MAS”) and Ministry of Law (“MinLaw”) are responsible for the registration of Representative Office in Singapore.
Enterprise Singapore administers the registration of Representative Office (“RO”) from the manufacturing, trading, trade logistics and trade-related service sector, MAS registers RO from finance-related industries and MinLaw assist with foreign law practice advice.
The registration as a RO does not exempt the applicant, the representatives or Representatives from compliance with all written laws in Singapore requiring the registration of various bodies or entities of any sort.
Why Register a Representative Office?
Singapore has established itself as a reputable financial and regional trading centre. It is the world’s busiest port and a top location for investments in the Asia Pacific region. Factors such as strategic location, a competitive workforce, pro-business environment and forward-looking economic policies have enabled Singapore to be the world’s gateway to Asia.
Foreign entities that are keen on exploring the viability of doing business in Singapore, or are interested in using Singapore as a launch pad into the Asia Pacific, may wish to set up a Representative Office (RO). A RO has the benefit of allowing a foreign entity to assess the business environment in Singapore before deciding to set up a permanent establishment.
With effect from 1 January 2012, a RO of foreign commercial entity may operate in Singapore for a maximum of three (3) years from its commencement date, provided that the RO status is evaluated and renewed annually by Enterprise Singapore. ROs which decide to continue their presence in Singapore thereafter should register their operations with the Accounting & Corporate Regulatory Authority (ACRA) of Singapore.
Application Procedures
Foreign entities can submit their applications or renew their Representative Office registrations via a secured online application form.
All new applications of foreign commercial entity must fulfil the following criteria:
- Sales Turnover of the foreign entity must be > US$250,000
- No. of years of establishment of the foreign entity must be >= 3 years
- Proposed No. of Representatives for RO should be < 5 people
All new applications must be accompanied by the following documents:
- Softcopy attachment (in English or an official English translation) of the foreign entity’s Certificate of Incorporation or Registration Certificate (as applicable).
- Softcopy attachments of the foreign entity’s latest Audited Accounts.
Enterprise Singapore has the prerogative to request for further information or clarification of information. Failure to furnish complete and accurate information may delay the registration or result in non-registration.
All ROs must comply with the Terms and Conditions. Please refer to the “Acceptance of Terms and Conditions of Representative Office (RO) registered in Singapore by Foreign Commercial Entities”
A processing fee of SGD200/- per year is applicable. The processing fee is non-refundable for unsuccessful or withdrawn applications. Payment can be made by any of the following modes:
- Cheque drawn on a bank located in Singapore (must be crossed and made payable to Enterprise Singapore).
- Bank Draft in Singapore Dollars payable by a bank located in Singapore (made payable to Enterprise Singapore).
- Credit Card
The application would normally take about 5 days to process. Upon successful application, Enterprise Singapore will forward a letter of approval for the representative together with the terms and conditions that the representative office shall comply with.
Renewal Application
The RO registration would have to be renewed annually. Enterprise Singapore reserves the right not to renew the status. Renewal applications can be made 2 months prior to the expiry date of the RO status.
The 1st renewal notification will be sent via email, at the earliest, two (2) months before the expiry of your RO. A final email reminder will be sent to the Account Registration Owner and the RO’s HQ authorized personnel on the expiry date of your RO.
If there is no response from the RO or its HQ within seven (7) days from the date of the final email reminder, Enterprise Singapore will proceed to de-register the RO. Please note that it is the responsibility of the company to renew your RO at least seven (7) days before the expiry date of the current approval.
All renewal applications are to be submitted to Enterprise Singapore’s website. The processing fee is S$200 (nett) per year for each application.
Activities of the Representative Office
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Permissible Activities
RO is allowed to carry out the following activities:-
- 1.1 gathering and analysis of information about markets/industries;
- 1.2 conduct market research and feasibility studies on the demand for the product or service; potential customers’ needs and price expectation;
- 1.3 collect information on regulatory requirement related to establishing a permanent entity in Singapore;
- 1.4 cultivate contacts and handling enquiries;
- 1.5 participate in exhibitions and trade shows;
- 1.6 promote trade and investment.
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Prohibited Activities
RO is prohibited from:-
- 2.1 engaging in any trading (including import and export) or business activities; whether carried out directly or on behalf of its parent company;
- 2.2 lease warehousing facilities. Any shipment/transhipment or storage of goods must be handled by a local agent or distributor appointed by its parent company;
- 2.3 leasing its office to other establishments for a fee;
- 2.4 enter into business contracts, issue invoices/receipts, open/receive letters of credit and contracts on behalf of its parent company or provide services for a fee;
- 2.5 source/procure or identify suppliers/sources of raw materials, component, other industrial products or projects;
- 2.6 provide consultancy services of any sort/oversee project developments or systems implementation;
- 2.7 Engage in promotional activities such as advertising and marketing;
- 2.8 coordinate orders/activities/businesses between HQ and customers, negotiate Letters of credit;
- 2.9 Provide technical, legal or financial assistance, training, lobbying;
- 2.10 organize/deliver seminars, conferences;
- 2.11 receive or allocate grants;
- 2.12 support member companies’ activities; and
- 2.13 provide testing and inspection services.
The representative of RO must be a Representatives from its own HQ or a Singapore employee of the parent company. Enterprise Singapore may determine whether the number of Representatives employed in the RO is reasonable.
Continuing Requirements (within 1 month of occurrence)
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Change of Activities
- Notify Enterprise Singapore 1 month prior to any change in the nature of the registered activities of the RO as specified in the application form.
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Change of Representative
- Any change to the proposed/existing representative as specified in the application form must notify Enterprise Singapore 1 month prior to the change.
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Change of Name
- RO must notify Enterprise Singapore within 1 month of the change in its name, accompanied by a certified true copy of the certificate of change of name of the parent company (in English or an official English translation).
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Change of Address/Telephone and Fax Numbers
- RO must notify Enterprise Singapore within 1 month of its change of address, telephone and fax number.
De-registration
Enterprise Singapore reserves the right, in its absolute discretion, to reject application as well as to re-register, renew or de-register any RO within its purview. A RO failing to comply with the stipulated terms and conditions may be de- registered. A dormant RO may also be de-registered.
RO is a temporary establishment registered to facilitate the promotion and liaison activities of its parent company in Singapore. All ROs are encouraged to “upgrade” either by registering a branch office; or incorporating a subsidiary company.
The RO must promptly inform Enterprise Singapore of its closure or the registration of a branch or incorporation of a subsidiary by submitting the request on its online portal.
In the event that a parent company wishes to operate a cost centre in Singapore after setting up a RO, the registration of the proposed business operations with the ACRA is necessary.
Work Pass: Employment Pass (EP) for the RO Representatives
Enterprise Singapore will approve the eligible number of Representatives to be appointed for the RO based on the own merits. According to such approval, the Ministry Of Manpower would process the application for Employment Pass for the RO Representatives.
Additional documents required for application of EP for RO Representatives:
- A copy of the approval letter from Enterprise Singapore for setting up the representative office in Singapore.
- A letter from the representative’s office headquarters stating:
- The purpose of the application.
- The duration of the candidate’s assignment.
- A guarantee for the maintenance and repatriation of the candidate.
With the above additional documents in addition to the standard documents are to be submitted to MOM for processing the EP for the RO Representatives.
EP approval is subject to be met out with the required stringent criteria set by MOM.
| Source of Information, Guidelines, Compliance, Laws, Rules & Regulations is from the relevant authorities of Singapore | |
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