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Singapore Representative Office Setup Services in Singapore

A foreign company that is interested in exploring the viability and potential opportunities in Singapore and the region, may set up a Representative Office (“RO”) before committing any large scale investments. Unlike a subsidiary or a branch office, a Singapore RO is viewed only as a liaison office and as such has no legal status. It cannot conduct any business activities of profit yielding nature. For most sectors, RO approval process is a straightforward process assuming the foreign company is an established entity and the scope of planned activities falls within the scope of a 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.

Please note that due to the preference of most of our clients on other type of business entities in Singapore, we are no longer providing the services of setting up representative office to our clients. The followings are mainly for information purposes only.

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.

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. ROs which decide to continue their presence in Singapore thereafter should register their operations with the Accounting & Corporate Regulatory Authority (ACRA) of Singapore.

If you run a foreign company and wish to set up Singapore operations, you have three options:

In this page, we are going to explain how to set up a Representative Office in Singapore. Note that most small and midsized foreign companies register subsidiaries in Singapore rather than setting up a branch office or representative office. To explore your other options, see foreign company setup options in Singapore.

Requirements to set up a Representative Office in Singapore

Kindly be reminded that the application is subject to approval by the authorities. Assuming that your overseas company is an established company and your intended activities fall within the scope of activities allowed for a RO, there shouldn’t be any problems with the approval process.

The foreign parent company that wishes to set up a RO in Singapore must fulfill the following criteria:
– The foreign parent company must have a sales turnover in excess of US$250,000;
– The foreign parent company must have been established for three years or more; and
– The representative office of the foreign parent company must adhere to the maximum headcount of five employees as stipulated by the authorities

A RO may engage a small number of 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 RO cannot be involved in commercial activities, the staff strength should be reasonable and be kept to the essential minimum. The authorities have stipulated that a RO can hire only up-to a maximum of five employees.

Singapore Representative Office FAQ

A1: A Singapore officer 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 RO 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 conducting market research and feasibility studies.
RO is not a separate entity from that of the parent company and the parent company is implicitly responsible for all liabilities of the RO.
In a nutshell, a RO is purely a temporary administrative office that is setup to manage and coordinate non commercial activities of a foreign company.
You can setup a subsidiary or branch office once you are ready for generating income from Singapore or the region.

A2: A RO can engage in the following type of market research or feasibility studies:
– Gather information about markets and clients
– Carry out research to ascertain information regarding product demand, price expectation and end user requirements
– Collect information regarding the procedure of setting up a permanent business entity in Singapore
– Build trade contacts and handle product inquiries
– Participate in trade shows and exhibitions
A representative office in Singapore is not allowed to conduct the following activities:
– Engaging in trade i.e. import or export
– Leasing warehouses
– Leasing its office premises to third parties
– Entering into or negotiating business contracts, issuing invoices, receiving letters of credit on behalf of its foreign parent company
– Sourcing or identifying suppliers or sources of raw materials or industrial parts
– Offering consultancy services or systems implementation
– Engaging in promotional activities such as advertising or marketing
– Coordinating activities between the foreign parent company and the clients
– Liaising with or managing regional distributors or agents as well as related subsidiaries or branches
– Conducting quality control checks or carrying out supervisory activities

A3: RO 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. The RO must be renewed annually during the initial three-year period. 3E can assist with renewal of the RO at a processing fee of S$400 per year.
Parent companies which intend to remain as cost/service/support centres (after being ROs here) are required to register their business/operations with the Accounting & Corporate Regulatory Authority (ACRA) even if they do not intend to carry out commercial transactions.

A4: Any changes to the RO (such as change in representatives, change in address, registered activities, etc.) must be notified to the authorities in advance i.e. at least one month prior to the change taking effect. 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 of Name.
A representative office must clearly state that it is a RO registered in Singapore on its name plaque, name cards of its staff and other communication materials.
Information regarding the parent company’s activities and contact details of the RO in Singapore can be made public at the discretion of authorities.
RO 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 RO need not maintain any statutory documents or submit tax returns in Singapore.
In case the parent company becomes dormant, the RO must be de-registered.
A dormant RO or a RO that fails to comply with the terms and conditions that are stipulated by the authorities will be de-registered.

A5: A RO is allowed to obtain a central registration number to import and export sample products and materials from the parent company. However, a RO is strictly prohibited from involving in trading activities using the central registration number.

A6: Once the application has been filed, it normally takes about 1 week to get an approval from the authorities. However, there are cases where the authorities may ask for additional clarifications which may then delay the process by 1-2 weeks.
For employment pass application, the processing time is usually 1 week. (Manual application will take 5 weeks for processing, therefore, it is advisable to submit online by 3E Accounting always)

A7: IE Singapore registers ROs from the manufacturing, business services, commerce and most other sectors under its purview. However sectors such as banking, finance, insurance and legal are excluded, as these come under the charge of other statutory authorities in Singapore. The ROs registered by IE Singapore must comply with all the Terms and Conditions governing it.
For the banking, finance and insurance sectors, they can approach the Monetary Authority of Singapore (MAS). For more details, please visit MAS’ website at: http://www.mas.gov.sg
For foreign law practice applying for a RO, please visit The Attorney-General’s Chambers (AGC) website at http://www.agc.gov.sg
Others can register/incorporate a branch office/company with the Accounting & Corporate Regulatory Authority (ACRA).

A8: The Unique Entity Number (UEN) is the standard identification number of an entity. A RO will have a UEN as its identification number. All entities in Singapore, including Representative Offices (ROs) registered with IE Singapore, will be issued with a UEN. For more information on UEN, please visit http://www.uen.gov.sg.