Summary

A Singapore Representative Office provides a foreign company interested in establishing operation in Singapore an avenue to assess business opportunities in Singapore market prior to making any long term or large-scale commitment. A Representative Office can not engage in direct business activities, i.e. commercial profit-making activities.

With effect from 1 January 2012, Singapore 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 Singapore Representative Office status is evaluated and renewed yearly. Singapore Representative Office which decides to continue its presence in Singapore thereafter should register its operation with the Accounting and Corporate Regulatory Authority (“ACRA”) of Singapore.

If you choose to set up a Singapore Representative Office and relocate a foreign staff to Singapore to run the representative office, you must take the following steps:

(1)	Apply to Enterprise Singapore (“ES”) to register the Representative Office. Kaizen can assist you in the registration of your Representative Office in Singapore.
(2)	Apply for an Employment Pass only after you have succeeded in registering the Representative Office. The Employment Pass application is for the Chief Representative who is the appointed staff member from the foreign company. The Employment Pass will allow the Chief Representative to relocate to Singapore to run the Representative Office.

1.       Singapore Representative Office Registration Package - Services and Fees

(1)      Singapore Representative Office Registration - Pre- & Post Registration

(a) Preparation of registration documents and services agreements;

(b) Submit an application to ES to register the Representative Office; and

(c) Payment of registration fee to ES.

(2)      Registered Office Address

We will provide a local Singapore street address for the purpose of registering your Singapore Representative Office. Fees for registered office is charged and collected on a yearly basis. When Kaizen receives mails from the government and bank, we will forward them to the address designated by you once a month. Postage will be charged separately.

(3)      Employment Pass (“EP”) Application

Kaizen will provide assistance to apply for EP with Ministry of Manpower (“MOM”) of Singapore for an applicant, the service includes preparation and submission of EP application form, liaising with and submitting the supporting documents requested by MOM, assisting to apply and collect EP card once the EP application is approved by MOM.

The processing time for EP application is around three (3) to five (5) weeks from the date of submission. The processing time for EP appeal is at least six (6) weeks from the date of submission.

The fees for this package do not cover the fee for handling EP appeal application of SGD800 should the initial application be refused by the MOM and card issuance fee charged by the MOM.

Our EP application service is limited to providing assistance, including preparation and submission of the documents required by the MOM. It is the sole discretion of MOM to decide whether to approve the application. Kaizen cannot guarantee the application will be successful. Kaizen does not assume any responsibility and no payment will be refunded should such an application being rejected by the MOM.

(4)      Registration of CorpPass Account

CorpPass, short for Singapore Corporate Access, is a corporate digital identity for companies to transact online with Government agencies, such as submission of application and documents with Central Provident Fund (“CPF”) of Singapore.

After incorporation, Kaizen will register a CorpPass account on behalf of the company and assist to maintain the CorpPass account as the CorpPass Administrator for one year.

Total Package Price: (1) + (2) + (3) + (4) = SGD4,500

Note:

(1)	The fees quoted above cover our professional service fees and government fee for registration, but exclusive of courier charge and out of pocket expenses, if any.

2.      Time of Billing and Payment Methods

Upon receipt of your order, we will issue and send an invoice to you for your settlement. We require full payment in advance.

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged.

We currently only accept Singapore and US Dollar check, cash or TT and credit card payment through PayPal. If payment is settled through PayPal, extra 5% services fee will be charged.

3.       Criteria for setting up Singapore Representative Office

All new applications of foreign parent company must fulfill the following criteria:

(1)	The foreign parent company must have a sales turnover in excess of more than USD250,000.00;
(2)	The foreign parent company must be established for three (3) years or more; and
(3)	The proposed number of employees for the Singapore representative office must be five (5) or below.

4.       Basic Structure of the Singapore Representative Office

(1)	The name of the Representative Office must be the same as the parent company;
(2)	The parent company must own 100% of the Representative Office;
(3)	The Representative Office must have at least one representative who can be Singapore resident or foreign staff member. Kaizen can assist to apply for an EP for the Chief Representative for relocating to Singapore to run the Representative Office’s operations; and
(4)	A Representative Office must confine its activities strictly to conducting market research and feasibility studies on the viability of setting up a permanent entity in Singapore, inclusive of the following: (a) Collect information about markets, competitors and/or customers. (b) Conduct research on the demand for the product and/or service. (c) Gather information on business regulatory requirement for subsequent set up of permanent entity. (d) Cultivate trade contacts and handle product enquiries. (e) Participate in exhibitions and trade shows.

5.       Singapore Representative Office Registration Procedure

The registration of a Representative Office in Singapore can be completed within seven (7) working days. The EP application will take three (3) to five (5) weeks. The whole process will therefore take around four (4) to six (6) weeks. The procedures and time frame are shown in the table below.

No.	Description	Time (Working Day)
1	Once you decided to proceed to register your Representative Office in Singapore and confirm your engagement with Kaizen, we will email our registration order form for your completion. At the same time, you should prepare and deliver to us the documents and information listed in Section 6. Our service fee should be paid at the same time.	Client’s schedule
2	Upon receipt of the necessary documents and information from you, we will prepare the registration document and send to you for signing. You can also arrange to sign the documents at any of our offices.	1
3	Upon receipt of the signed registration documents from you, we will proceed to submit the Representative Office registration with ES. Upon approval, the Representative Office will receive a letter of approval from ES. The registration is valid for one (1) year and subject to an annual renewal.	5 – 6*
4	After registration is completed, we will submit the necessary application form and supporting documents to MOM for EP application.	1 - 3
5	MOM will notify the Representative Office on the outcome of EP application in three (3) to five (5) weeks and issue an In-Principal Approval (IPA) Letter to the applicant, if approved.	21 - 35
6	Kaizen will arrange the appointment with Employment Pass Services Centre (“EPSC”) for the EP holder’s fingerprint and photo registration.	1
7	EP holder visits the EPSC for fingerprint and photo registration.	Client’s schedule
8	Upon registration, MOM will deliver the EP card to our Singapore Kaizen office in four (4) to five (5) working days, Kaizen will inform the applicant to collect it at our office.	4 – 5
9	Concurrently, Kaizen proceeds to apply for the CorpPass account for your Representative Office.	1

*Note:  If ES requires further clarifications, the process may be delayed by another one (1) –two (2) weeks.

6.      Materials Required for Registration of Singapore Representative Office and EP Application

Client needs to provide the following documents and information to Kaizen by email, followed by original copies for purpose of registration of Representative Office and EP application:

(1)	Completed application form;
(2)	Copy of the parent company’s Certificate of Incorporation or Registration Certificate;
(3)	Copy of the parent company’s latest Audited Accounts;
(4)	Duly endorsed undertaking to abide by the Terms and Conditions governing Representative Offices in Singapore.
(5)	A *Certified True Copy (“CTC”) of the parent company’s Certificate of Incorporation, Certificate of Incumbency, Company Profile, Memorandum and Articles of Association (“M&AA”)/Constitution, Register of Directors and Members.
(6)	A *CTC of passport which should be valid for at least 6 months (or copy of NRIC of Singapore citizen or permanent resident) and a *CTC of latest residential address proof (issued with the last 3 months such as utility bill or telephone bill or Bank Statement) in respect of the appointed Chief Representative, each director(s) and individual shareholder(s) of the parent company;
(7)	If shareholder of foreign company is another corporation, please provide a *CTC of Certificate of Incorporation, Certificate of Incumbency, Company Profile, M&AA/Constitution, Register of Members and Directors;
(8)	Basic background information of the foreign company, such as the principal business activities, the products to be traded or services to be provided, and the location of suppliers and customers;
(9)	Parent company’s business proof such as invoice, service contract, sales and purchase contract or brochure or any other documents of similar nature with its suppliers, customers or buyers;
(10)	Copy of EP applicant’s resume which contains the detailed working experience for the past 10 years;
(11)	Copy of EP applicant’s passport and educational certificates (Bachelor and Master Degree, if any) in English or officially translated in English;
(12)	EP applicant’s detailed job description in Singapore;
(13)	Copy of reference letter or testimonial (in English) (if any) issued for EP applicant;
(14)	Tenancy agreement of the Singapore office; and
(15)	Employment contract between the Representative Office and the EP applicant.

*Note:

• The documents must be certified as true copy by a Notary Public, Lawyer, Certified Public Accountant or our Kaizen staff (i.e. through physical meeting at any of our offices or video conference call); and
• If the documents are not written in the English language, an English translated copy should be prepared.

7.       Annual Maintenance and Renewal

The Representative Office can only operate in Singapore for a maximum of three (3) years. Hence, its Representative Office status must be renewed annually during this 3-years period. The authorities will usually send a renewal notice two (2) months before the expiry. If there is no response, the Representative Office will be de-registered. We are pleased to assist the client to renew the representative office at a fee of SGD1,100 (inclusive of renewal fee payable to ES) before the expiry date.

Following this period, the foreign company will be advised to register a subsidiary company or a branch office with ACRA should it wish to continue operations in Singapore. Kaizen is equipped with experienced professionals in registration of subsidiary or branch office in Singapore. Our fees for any registration of subsidiary and branch office in Singapore will be quoted upon request.