Setting Up a Representative Office in Singapore

If you are interested in opening a Singapore representative office, our local lawyers can guide you. We are at the service of foreign investors and clients interested in setting up operations in the city-state with various solutions.

What is a representative office in Singapore?

The representative office (or liaison office) is a non-commercial entity that can be created by foreign companies seeking to understand the Singapore market and/or behavior of potential clients. The main reason for setting up a liaison office is the future expansion of operations in the city-state.

What is the representative office in Singapore from a legal point of view?

The Singapore liaison office is not a corporate business form, as it depends entirely on the parent company. Furthermore, such a structure cannot undertake any profit-related activity. Since it does not have the same status as a company, a representative office is not allowed to:

• conclude contracts;
• negotiate or apply for bank credits/loans;
• get involved in trading, leasing activities, etc.

What are the requirements to set up a liaison office in Singapore?

Foreign companies are subject to several conditions in order to be allowed to open representative offices in Singapore. These are:

•           the company must be registered for at least three years in its country of origin;
•           it must have a minimum sales return of $250,000;
•           it must have a maximum number of five employees.

What documentation is necessary for the registration of the liaison office?

In order to register a representative office the following documents must be submitted with Enterprise Singapore:

• a copy of the foreign company’s Certificate of Incorporation;
• a copy of the last annual financial statement and audited accounts of the parent company;
• a notarized declaration to follow the Terms and Conditions governing Singapore representative office;
• a prescribed application duly completed.

What activities can the representative office carry out in Singapore?

It must be noted that the Singapore liaison office is only allowed to carry out activities with a non-commercial purpose, such as:

•           marketing and feasibility studies;
•           customer support activities;
•           act as a contact point between the parent company and business partners in Singapore.

What industries allow the setup of a representative office?

Companies operating in a variety of industries can set up a representative office in this country. In the list below, our lawyers in Singapore present some of these sectors:

1. manufacturing;
2. wholesale;
3. trade;
4. international trade;
5. banking;
6. insurance, etc.

What institution is responsible for the registration of the liaison office?

The liaison office falls under the supervision of Enterprise Singapore, an entity operating under the Ministry of Trade and Industry. However, depending on the industry in which the foreign applicant operates, the registration and the functioning of the liaison office can fall under the supervision of:

1. Monetary Authority of Singapore – for industries such as banking, insurance, financial services, etc.;
2. Legal Services Regulatory Authority (Ministry of Law) – for foreign law practice.

The infographic below presents how to open a liaison office in Singapore:

What are the rules on hiring employees and appointing officers in a liaison office?

Upon the opening of a representative office in Singapore, the foreign company may hire a few employees to serve as support staff, but it must name a representative from the head office to relocate to Singapore and manage the representative office’s operations.

Is the appointed representative required to stay in Singapore for the duration of the liaison office?

Yes. The person appointed as a representative is required to live in Singapore, given that he/she is responsible for the operations of the establishment.

Are there any annual requirements?

The Singapore representative office must renew its status every year and must bear the name of the parent company.

Do I need to pay a fee for the annual renewal?

Yes. When you renew the representative office’s annual status you need to pay a processing of $200 (the fee is not refundable, therefore if the application is rejected, applicants will not be refunded).

For how many years can I operate a representative office in Singapore?

It is important to know that the representative office can operate in this country for a period of maximum 3 years. Upon reaching this deadline, the foreign company must register with the Accounting & Corporate Regulatory Authority (ACRA) as a branch or a subsidiary if it wants to continue operating.

The video below presents the main steps and requirements to open a liaison office in Singapore:

What obligations do I have if I modify any of the liaison office’s registered data?

Any modifications to the representative office, including a change in representatives, address, registered activity, etc., must be communicated to the appropriate authorities at least one month before the modification becomes effective. Notification must be sent along with any name changes to the parent firm.

If I had a representative office in the past can I register a new one?

No. If your foreign company has had a representative office in Singapore in the past, it is not possible to set up a new one.

Can governmental authorities set up a representative office in Singapore?

Yes. Foreign governmental bodies can establish a liaison office in Singapore. You are invited to address our team of lawyers in Singapore for legal assistance on the specific regulatory requirements.

If you need assistance in setting up a liaison office in the city-state, do not hesitate to contact our Singapore lawyers.