Regulated by The Accounting and Corporate Regulatory Authority (ACRA), it is stated: “Foreign companies interested in exploring potential business opportunities in Singapore may set up a Representative Office (RO) before committing to a business venture. It allows a foreign entity to assess the business environment in Singapore before deciding to set up a permanent establishment.
A RO is a temporary set-up with no legal status so it cannot engage in any trading or business activities which yield a profit.”
The sales turnover of the foreign company must be at least US$ 250,000;
The foreign company must be established for a minimum period of 3 years;
The proposed number of staff for the Representative Office should not exceed 5.
Preparing Required documents:
The following documents must be submitted:
Copy of the parent Company’s Certificate of Incorporation or Registration Certificate, as the case may be
Copy of the parent company’s latest annual report and audited accounts
Duly endorsed undertaking to abide by the Terms and Conditions governing representative offices in Singapore
Processing duration and fee:
Takes around 5 working days for approval, with a processing fee of $200 via cheque, credit card or bank draft ONLY. No cash is accepted
Once your registration is approved, your license will only be valid for a year. After that, you’ll have to renew annually. See guide below for Validity Period or talk to our staff at Paul Hype Page.
Foreign companies setting up in Singapore have multiple avenues to do so. See below for a comprehensive comparison between branch office, subsidiary company and representative office and what sets them apart from each other.
Singapore Branch Office
Singapore Subsidiary Company
Singapore Representative Office
Not a separate legal entity but an extension of the parent company
Separate legal entity distinct from its parent company
Has no legal status, a temporary administrative arrangement
Liabilities incurred by the branch office extend to parent company.
Parent company can limit liabilities to subsidiary.
Liabilities incurred by the representative office extend to parent company.
Taxed a flat corporate tax rate of 17% as non-resident entity, local tax benefits and exemption not available
Taxed a flat corporate tax rate of 17% as Singapore resident entity, local tax benefits available
Registered forever until closed
Registered forever until closed
Has to be renewed every year up to a maximum of 3 years. RO status is evaluated and renewed yearly.
Take note of these if you’re relocating a foreigner to manage your RO
Branch vs Subsidiary vs RO
1. Visa options
If you’re looking to stay here long term with your family, you need to get your visas sorted. As the representative of your RO, you can get an Employment Pass (EP) for yourself, with dependent passes for your family. We stress the importance of obtaining your visas- the success of your market entry depends on it! Use a seasoned agency with latest market insight to maximise your success rate.
It’s worth noting that you can use your EP as a multiple entry visa and that there is no specific requirement on minimum number of days for you to live in Singapore. Consider this if relocation is not what you’re looking for.
Founder of Maxithan Pte Ltd
“ I am really happy with Paul Hype Page’s expertise and professionalism so I regularly recommend Paul Hype Page to my contacts. ”
When is the best time to convert my RO to a legal entity?
An RO of a 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 yearly. ROs which decide to continue their presence in Singapore thereafter should register their operations with the Accounting & Corporate Regulatory Authority (ACRA) of Singapore.
Strategically speaking, when is the best time for you to convert your RO?
When you’re generating local Singapore sales for HQ, you would have tax substance in Singapore and should register a local company and invoice locally.
Convert your RO whenever it benefits your tax planning, I.e. tax rates for HQ is high in jurisdictions like Australia or USA. Commonly heard and known, Singapore has a favourable tax regime. Read more about it here. A company’s effective tax rate for the first $100,000 profit is estimated about 7%.
Tips: Converting your RO into a legal entity, or “registering your operations” can be as easy as setting up a private company limited by shares. Choose your structure between a branch, subsidiary or related company.
Is the Tax exemption for Start-ups expected to be revoked?Tiwi2020-06-23T12:55:00+08:00
The tax exemption for start-ups which has been offered by the Singaporean government is currently expected to remain in place for the foreseeable future. The government has always had the intent to develop entrepreneurship in the country. Therefore, it would like to keep this exemption in place to foster the development and growth of start-ups in Singapore.
Why is a company Business profile necessary during Incorporation?Tiwi2020-06-23T12:54:42+08:00
The information listed within a company business profile is important because it verifies the details about the company. The company business profile proves that the company is genuine and devoid of the intent to deceive its customers. For this reason, the company business profile (along with the certificate of incorporation) is required for all of the company’s contractual and legal activities.
Who is allowed to Incorporate a company in Singapore?Tiwi2020-06-23T12:54:13+08:00
There are no restrictions on the identity of those who plan to incorporate a company in Singapore. Anyone who fulfills all of the necessary criteria is allowed to do so. However, those who fail to fulfill the criteria may not incorporate a Singapore company until they have done so.