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Singapore Representative Office
Foreign businesses looking to explore opportunities in Singapore or in the region can consider setting up a Singapore Representative Office (RO). Learn more about the requirements for setting up a representative office in Singapore.
What is a Representative Office?
Unlike the Branch Office or the Subsidiary, the Representative Office is not considered a traditional corporate organism with a distinct legal entity. For this reason, this form of business can be used only for non-profitable activities such as studying the market, building connections and establishing groundwork before launching a profitable activity. This business form’s purpose is solely for research and development of the market prior to launching a new company based on the data gathered.
What is the difference between the Branch Office and the Representative Office? There are several differences between the two business forms. Firstly, in terms of legal nature, the Branch Office is considered an extension of the foreign parent company (same legal entity), while the Representative Office has no legal entity at all. Second, the Branch Office is able to gain profit but the Representative Office is a non-profit organization. Lastly, the Branch Office is only free from corporate tax from profits outside of Singapore. The profits gained in Singapore through the Branch Office business will be subjected to taxes. This is in contrast to the Representative Office where taxes are waived fully.
A Singapore representative office (RO) are only allowed to engage in the following type of activities for market research or feasibility studies:
- Gather and Collate information about markets and clients
- Carry out market research to collect information regarding product demand, price expectation and end user requirements
- Research information regarding the process of setting up a more permanent entity in Singapore
- Build business contacts and handle service or product inquiries
- Participate in trade shows and exhibitions
You are not allowed to conduct the following activities when you set up a RO:
- Engaging in trade i.e. import or export
- Leasing warehouses and its office premises to third parties for financial gain
- Engage 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 marketing 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
To set up a Singapore representative office, the parent company must satisfy the following criteria:
- Minimum Sales turnover of at least 250,000 USD per year;
- The parent company must be established for at least three years
- Your products or services must
be related to the manufacturing, international trading, wholesale, trade and trade-related business sectors (all other sector like finance and legal must be registered with different governmental agency)
The following are a list of required documents for setting up a representative office in Singapore:
- Completed application form
- Parent Company’s Certificate of Incorporation or Registration Certificate, as the case may be
- Parent company’s latest annual report and audited accounts
- Duly endorsed undertaking to abide by the Terms and Conditions governing representative offices in Singapore
** All documents must be in English, otherwise an official English translation of the documents must be submitted.
If your intended activities are within the scope of allowed activities and the authorities are satisfied with the documents submitted, there should not be any issues in getting your application approved. In certain cases, authorities may ask for additional information to get further clarifications pertaining to your application.
Step 1: Contact Visa Express to discuss on your company requirements;
Step 2: Our team will review all your case carefully and advice on the suitable company set up for you and the type of license you need when you engage our service;
Step 3: Provide all documents and details required for submission;
Step 4: We will prepare and submit your application to ACRA for business registration;
Step 5: We update you on company incorporation and proceed with the rest of the document for bank opening;
Why engage a local professional firm to help you?
A local professional firm like Visa Express will be able to review your case to ensure you meet the RO requirements and assist with the following:
- completion of the application according to the guidelines and requirements of the approving authorities
- file the necessary registration paperwork with authorities
- act as a contact point if any clarifications are needed by authorities
- upon approval of the representative office registration, apply employment pass application for the required staff member (from the chief representative) who is selected to be relocated to Singapore.