Regulated by The Accounting and Corporate Regulatory Authority (ACRA), it is stated: “Foreign companies interested in exploring potential business opportunities may set up a Representative Office (RO) in Singapore 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 Representative Office in Singapore is a temporary set-up with no legal status so it cannot engage in any trading or business activities which yield a profit.”
If you are looking to incorporate a separate legal entity to for sales purposes, you should consider incorporating a private limited company instead.
Permitted Activities Under a Singapore Representative Office
The objective of a representative office is to test the market to see if there is any demand of the products or services. This is akin to doing market research in the country.
Here is a list of activities that this company type is allowed to engage in:
There are also limitations in terms of activities conducted by representative offices, such as:
Requirements to set up a Representative Office in Singapore
The requirements for a RO setup in Singapore are:
Documents Required to Start a Singapore Representative Office
The following documents must be submitted:
Timeline, Fees & Validity for Representative Office in Singapore
A RO setup in Singapore 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, you will receive a Letter of Approval, which will indicate that your representative office will be valid for a year. You will also receive a renewal notice approximately 2 months before expiry.
Should there be no response for the renewal of representative office, the authorities will proceed to strike off. Take note that you can only renew for a maximum of 3 years.
Comparison Between RO, Branch & Subsidiary Company in Singapore
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|
|Legal Type:||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:||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.|
|Taxation:||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||Not applicable|
|Validity Period:||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.|
When is the best time to convert my Representative Office in Singapore to a legal entity?
A Representative Office 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. Foreign Representative Offices 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 Representative Office?
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.
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.
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.