Appointing an Authorised Representative for Foreign Companies in Singapore
Singapore is known as one of the best cities in the world to conduct business in, due to its sound business policies and its high levels of regulation.
As a result, not only locals, but foreigners might be interested in setting up their businesses over here as well. Foreign companies (head offices) may set up a business in Singapore via a Singapore branch office, among other methods.
Foreigners looking to set up a business in Singapore may need to appoint an authorised representative for their business. This article will explain:
- What is an authorised representative
- When an authorised representative needs to be appointed
- Who can be an authorised representative
- Roles and responsibilities of an authorised representative
- How to appoint an authorised representative
- How to change the particulars of an authorised representative
- Cessation of authorised representative
- Finding someone to be your authorised representative
An authorised representative is a natural person with his or her principal place of residence in Singapore. He or she is appointed for the purpose of accepting service of process or any notices required to be served on the Singapore branch of a foreign company.
The authorised representative is also answerable for all acts required to be performed by the branch under the Companies Act (CA). He or she would be personally liable for all penalties imposed on the branch for any contravention of any of the provisions of the CA.
Differences between authorised representative and nominee director
A nominee director is an individual who has been appointed to act in the capacity of a director in accordance with the interests of a group of people, typically shareholders. He or she therefore undertakes the same obligations as a regular director. In the context of a local company with foreign directors, the nominee local director would be the equivalent of the authorised representative.
For Singapore branch offices, sole proprietorships and partnerships, the role of director does not exist. Hence, the authorised representative has different duties and liabilities from that of a nominee director.
Differences between authorised representative and company secretary
An authorised representative can also be distinguished from a company secretary in that a company secretary may be tasked with performing other administrative work besides ensuring compliance with statutory obligations, as stipulated by the employment contract.
When Must an Authorised Representative be Appointed?
Authorised representatives must be appointed for Singapore branch offices.
- (For sole proprietorships) They are not residing in Singapore; or
- (For partnerships) All of the partners are not residing in Singapore.
On the other hand, foreigners setting up a local company would need to appoint a local director.
Who Can be an Authorised Representative?
An authorised representative must be:
- A natural person
- At least 18 years old
- Of full legal capacity
- Ordinarily resident in Singapore (i.e. Singapore citizen, permanent resident, Entrepass/Employment Pass holder)
Roles and Responsibilities of an Authorised Representative
An authorised representative is responsible for the performance of the following acts and statutory compliance matters that is required of a foreign business under the CA:
Displaying of company name and Unique Entity Number (UEN)
For Singapore branch offices, the authorised representative has to ensure that the company’s name and Unique Entity Number (UEN) are stated clearly on all letterheads, billheads, and in all notices, prospectuses and other official publications.
The UEN has to also be reflected on all official documents such as business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the foreign company.
If the liability of the members is limited, this fact has to also be stated in all of its prospectuses, bill-heads, letter paper, notices and other official publications (unless the last word of the entity’s name states “Limited” or “Berhad”).
Lodgement of changes with ACRA
The authorised representative has to also update any changes to the foreign business with the Accounting and Corporate Regulatory Authority (ACRA) within 30 days. Such changes include:
- Change in the charter, statutes, constitution, memorandum or articles of the Singapore branch office
- Change in directors of the branch office/business owner of the sole proprietorship or partnership
- Change in authorised representatives of the foreign business
- Change of registered office address of the foreign business
- Change in the type of legal form or legal entity of the branch office
- Change in the name of the foreign business
- Change in the description of the business carried on by the foreign business
- Change in the residential address of the directors of the branch office, business owner of the sole proprietorship or partnership, or of the authorised representative
Notification of cessation of business
For Singapore branch offices, in the event that the foreign company ceases to carry on business in Singapore, the authorised representative has to notify ACRA within 7 days of such cessation, by lodging a “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company” transaction via BizFile+.
Cessation of business in Singapore is required if the head office is dissolved or is in liquidation.
For sole proprietorships or partnerships, ACRA needs to be notified of the cessation of business within 14 days of its cessation. The authorised representative can lodge a “Cessation of Business” transaction via BizFile+ to do so.
Filing of annual returns
All Singapore branch offices are required to lodge annual returns with ACRA. This is due within 60 days of the AGM of the head office.
If the head office does not need to hold an AGM based on the law of its place of incorporation, the branch office’s annual returns must generally be submitted within 7 months from the end of its financial year.
The authorised representative must lodge the following documents:
- The foreign company’s financial statements
- The audited profit and loss accounts of the Singapore branch office
- A statement from the auditor of the financial statement
Unless the foreign company has obtained approval from ACRA for relief from requirements as to the audit or form and content of the financial statements and other documents, all foreign companies are to prepare and lodge their financial statements in accordance with the Singapore Financial Reporting Standards (SFRS).
Goods and Services Tax (GST) Registration
The authorised representatives of foreign businesses need to register the business for GST under the following circumstances:
- The foreign business’ turnover is more than S$1 million at the end of each calendar year; or
- The foreign business can reasonably expect its turnover to be more than S$1 million in the next 12 months.
Filing of income tax returns
The Estimated Chargeable Income (ECI) of a Singapore branch office has to be provided to the Inland Revenue Authority of Singapore (IRAS) within 3 months from the end of its accounting period. The authorised representative then has to file the branch office’s corporate tax return with IRAS by 30 November every year.
How to Appoint an Authorised Representative
Appointing an authorised representative for a Singapore branch office
An authorised representative is to be appointed at the stage of registering a Singapore branch office with ACRA via BizFile+. This is done by visiting the BizFile+ website, and clicking on the “File eServices” tab followed by “Start a new Foreign company”. Then, click on “Application for New Company Name”.
You will then be prompted to login via SingPass or CorpPass. As part of this application, you will need to add your authorised representative’s personal details under the “Add Officer” section.
Details to be provided include the authorised representative’s:
- Identification type
- Identification number
- Date of birth
- Contact information
- Residential address
A name application fee of $15 will apply.
After completing the Application for New Company Name, you will receive a set of transaction details including a transaction number.
The next step is to register the Singapore branch.
From the “Start a new Foreign Company” page in BizFile+, click on “Registration of Branch of Foreign Company”. Thereafter, you will be asked to key in the same transaction number you obtained previously from applying for a new company name. Upon keying in the number, the “Registration of Branch of Foreign Company” page will be displayed.
You will be required to fill in the personal details of the authorised representative under the “Particulars of Directors/Authorised Representatives” section. These personal details are the same as those mentioned above.
You will also have to upload a “Consent Letter for Appointment of Authorised Representative” in the form. This is a letter signed by the proposed authorised representative to indicate his consent to act as the Singapore branch’s authorised representative.
A registration fee of $300 will be charged upon registration.
Appointing an authorised representative for a sole proprietorship or partnership
The procedure for appointing an authorised representative for a sole proprietorship or partnership is similar to that for appointing an authorised representative for a Singapore branch office.
However, the name application transaction is found under “File eServices tab” and then clicking “Business (Sole proprietor/Partnership)”, then “Start a new Business”. Then, click on “Application for a New Business Name”. The fee for this transaction is $15.
The transaction for registering the sole proprietorship or partnership is found on the “Start a new Business” page and then clicking “Application to Register Person(s) and Business Name”. The registration fee is $100. The application may be processed between 14 to 60 days.
How to Change the Particulars of an Authorised Representative
If there are changes in the particulars of the authorised representative, such changes have to be updated on BizFile+ within 30 days. The changes that need to be updated include the following:
- Name (deed poll must be attached)
- Identification type
- Identification number
- Land/fixed line number
- Mobile number
- E-mail address
- Residential address
There will be no fee imposed for changes to the particulars. However, failure to update the changes may result in the authorised representative being imposed a fine of up to $5,000 and a default penalty.
To make the necessary changes for a Singapore branch, proceed to BizFile+ website, and then click on “File eServices”, followed by “Foreign Company”, “Make Changes”, and “Change in Personal Particulars of Authorised Representative or Directors of Foreign Company.”
As for changing the particulars of appointed authorised representatives for sole proprietorships or partnerships, click on “File eServices”, followed by “Business (Sole proprietor/Partnership)”, then “Make Changes” and “Change in Personal Particulars of Business Owners or Authorised Representatives.”
Cessation of Authorised Representative
If there is a cessation of the authorised representative, a new authorised representative has to be appointed and the following details of the new authorised representative have to be provided to ACRA within 30 days:
- Identification number
- Date of birth
- Land/fixed line number
- Residential address
- Alternate address (if any)
- E-mail address
- Position held
- Appointment date
- Cessation date
Changes for Singapore branches can be made by visiting the BizFile+ website, and then click on the “File eServices” tab, followed by “Foreign Company”, “Make Changes”, and “Change in the Foreign Company Information including Appointment/Cessation of Directors/Authorised Representatives”.
For sole proprietorships or partnerships, click on the “File eServices” tab, followed by “Business (Sole proprietor/Partnership)”, then “Make Changes” and “Change in Business Information including Appointment/Cessation of Business Owner/Authorised Representative”.
There is no fee imposed to make these changes.
It must be noted that in the case where the business has only 1 authorised representative, he or she can only resign after a replacement authorised representative has been appointed. If the sole authorised representative passes on, the company has to appoint a replacement within 21 days.
Finding Someone to be Your Authorised Representative
For foreign companies, you can consider relocating one or more of your staff members from the head office to Singapore to be appointed as an authorised representative for the Singapore branch office.
The employer will need to apply for an Employment Pass on behalf of the staff member(s) in order for him or her to be eligible to assume the role of the authorised representative.
Application for the Employment Pass may be done online and the staff member(s) may relocate to Singapore once the application has been approved.
Alternatively should you be unable to relocate any of your staff, or you are planning to set up a sole proprietorship or partnership, you can enlist the assistance of a corporate services firm to appoint one of their staff to act as your business’ authorised representative.
For further information on setting up your business in Singapore or complying with the authorised representative requirement, do not hesitate to contact us or engage our corporate services.
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