Appointing an Authorised Representative for Foreign Companies in Singapore

Last updated on February 20, 2024

foreign business man in suit

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?

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.

On the other hand, an authorised representative is usually not required to handle general administrative matters.

When Must an Authorised Representative be Appointed?

Authorised representatives must be appointed for Singapore branch offices.

Foreigners interested in setting up a sole proprietorship or a partnership in Singapore must also appoint an authorised representative if:

  • (For sole proprietorships) They are not residing in Singapore; or
  • (For partnerships) All of the partners are not residing in Singapore.

The minimum number of authorised representatives required is 1.

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.

For sole proprietorships and partnerships, the business owners themselves will file the business’ income taxes under their own personal tax return filings.

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:

  • Name
  • Identification type
  • Identification number
  • Nationality
  • 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:

  • Name
  • Identification number
  • Nationality
  • 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.

Appointment and Removal of Company Officers and Other Key Personnel
  1. What is a Nominee Director & How to Appoint One in Singapore (With FAQs)
  2. Independent Directors: Who are They and What is Their Role?
  3. Board of Advisors: Who Are They and What Is Their Role?
  4. Appointing Company Directors in Singapore: Eligibility, Process etc.
  5. Managing Director vs CEO in Singapore: Roles and Obligations
  6. Guide to Directors' Remuneration in Singapore
  7. Directors' Duties in Singapore
  8. Shadow Directors: Who are They and What Duties Do They Owe to the Company?
  9. How to Remove a Director from a Company in Singapore
  10. Removal and Resignation of Company Auditor in Singapore
  11. Appointing a Company Secretary: Roles and Responsibilities
  12. Appointing an Authorised Representative for Foreign Companies in Singapore
  13. Process Agents in Singapore
Holding Meetings
  1. What are Annual General Meetings (AGMs) in Singapore?
  2. How to Hold Extraordinary General Meetings (EGMs) in Singapore
  3. How to Hold a Board Meeting in Singapore
Shareholder Matters
  1. Share Buybacks in Singapore: Procedure, Cost and More
  2. How to Split Shares (or Stocks) in a Singapore Company
  3. 2 Ways to Remove a Singapore Company Shareholder ASAP
  4. What are Treasury Shares? Guide for Singapore Companies
  5. A Guide to Paid-Up Capital in Singapore
  6. Preparing a Register of Shareholders for a Singapore Company
  7. How to Issue Shares in a Singapore Private Company
  8. Guide to Transferring Shares in a Singapore Private Company
  9. Your Guide to Share Certificates in Singapore: Usage and How to Prepare
  10. Shareholder Rights in Singapore Private Companies
  11. Shareholder Roles and Obligations in Singapore Companies
  12. Dividend Payments Guide for Singapore Business Owners
  13. Share Transmission: What Happens If a Shareholder Dies in Singapore?
  14. How to Reduce the Share Capital of Your Singapore Company
  15. Buy-Sell Agreements: How to Write & Fund Them in Singapore
  16. Oppression of Minority Shareholders
  1. Is Your Business Collaboration Competition Law-Compliant?
  2. Explained: Registered Filing Agent for Singapore Businesses
  3. Transfer Pricing Obligations of Singapore Companies
  4. Adhering to Trading Sanctions and Restrictions in Singapore
  5. Cyber Hygiene Compliance Guide for Singapore Companies
  6. Corporate Social Responsibility For Businesses in Singapore
  7. A Guide to Food Standards in Singapore
  8. Essential Regulatory Compliance Guide for Singapore Companies
  9. Dormant Companies and Their Filing Obligations in Singapore
  10. Anti-Money Laundering Regulations and Your Business: What You Need to Know
  11. Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
  12. Can Singapore Businesses Legally Conduct Lucky Draws?
  13. Restaurant Inspection and Food Safety Rules in Singapore
Company Management
  1. Does Your Company Need a Legal Team (In-House Counsel)?
  2. Acqui-Hiring of Singapore Companies: How Does It Work?
  3. Can a Company Director Take Legal Action Against Another Director?
  4. How to Change the Name of Your Singapore Company
  5. Can Directors be Liable for Company Debts in Singapore?
  6. Company Loans to Directors/Shareholders in Singapore
  7. 3 Types of Insurance Every Singapore Business Needs
  8. Creating and Registering Charges in Singapore: Guide for Companies
  9. Guide to Effective Business Continuity Planning in Singapore
  10. Business Asset Sale & Disposal in Singapore: How Do They Work?
  11. 5 Ways To Resolve Business Partnership Disputes in Singapore
  12. How to Commence a Derivative Action on Behalf of a Company in Singapore
  13. Business Will: How to Pass on Your Business to Your Successors in Singapore
Company Documents
  1. Record-Keeping Requirements for Singapore Companies
  2. Company Constitutions in Singapore and How to Draft One
  3. Company Memorandum and Articles of Association
  4. Company Resolutions: What are They?
  5. Board Resolutions in Singapore
  6. Minutes of Company Meeting in Singapore: How to Record
  7. How to Set Up a Register of Controllers
  8. How to Set Up a Register of Nominee Directors
  9. Guide to Filing Financial Statements for Singapore Business Owners
  10. Filing Annual Returns For Your Business
Tax, Accounting and Audit Matters
  1. Carbon Tax in Singapore: What is the Rate and Who Must Pay?
  2. Laws and Penalties for GST Evasion in Singapore
  3. 6 Common Taxes in Singapore For Individuals & Businesses
  4. Singapore Corporate Tax: How to Pay, Tax Rate, Exemptions
  5. Start-Up Tax Exemption Guide for New Singapore Companies
  6. GST Registration: Requirements and Procedure in Singapore
  7. What is Withholding Tax and When to Pay It in Singapore
  8. Singapore Influencers: Here's How to Calculate Your Income Tax
  9. Investigating Tax-Evading Business Owners in Singapore
  10. Small Business Accounting Services in Singapore
  11. Company Audits in Singapore: Requirements and Exemptions
Data Protection
  1. Victim of a Data Breach? Here’s What You Can Do
  2. Data Room: Should Your Singapore Company Set Up One?
  3. Must You Notify PDPC About a Data Breach in Your Business?
  4. Suspect a PDPA Data Breach? Here's What to Do Next
  5. Summary: Your Organisation's 10 Main PDPA Obligations
  6. Essential PDPA Compliance Guide for Singapore Businesses
  7. PDPA Consent Requirements: How Can Your Business Comply?
  8. Is It Legal for Businesses to Ask for Your NRIC in Singapore?
  9. How To Prevent Unauthorised Disclosure When Processing and Sending Personal Data
  10. Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
  11. Drafting a Comprehensive Privacy Policy For Your Singapore Website
  12. GDPR Compliance in Singapore: Is it Required and How to Comply
  13. Appointing a Data Protection Officer For Your Business: All You Need to Know
  14. How Can Companies Dispose of Documents Containing Personal Data?
  15. Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
  16. How to Legally Install CCTVs for Home/Business Use in Singapore
  17. Is Web Scraping or Crawling Legal in Singapore?
  18. Legal Options If Employees Breach Confidentiality in Singapore
  1. Social Media Marketing: Legal Guide for Singapore Businesses
  2. Your Guide to E-commerce Website Terms of Service in Singapore
  3. Dealing with Defamation of Your Business: Can You Sue?
  4. Sending Email Newsletters That Comply With Singapore Law
  5. A legal guide to drafting a social media policy for your company
  6. Your Guide to a Media Release Form in Singapore
  7. Your Guide to an Influencer Marketing Agreement in Singapore
  8. Outdoor Advertising: How to Legally Display Public Ads in Singapore
Fintech and Payment Services Advisory
  1. A Guide to Digital Bank Regulation in Singapore
  2. Applying for a Major Payment Institution Licence in Singapore
  3. Applying to the MAS FinTech Regulatory Sandbox
  4. Payment Services Act Licensing Guide for Fintech Businesses
  5. How to Get a Payment Service Provider Licence in Singapore
  6. Financial Adviser's Licence Guide for Singapore Businesses
  7. Capital Markets (CMS) Licence Requirements in Singapore
  8. How to Offer E-Wallet Services in Singapore: Licensing Guide
  9. Digital Payment Token Services Licence Guide in Singapore
  10. How to Legally Offer Crypto Services in Singapore
  1. Starting a Franchise in Singapore: What Franchisors Should Look Out For
  2. Running a Franchise in Singapore: What To Look Out for as a Franchisee
Debt Restructuring
  1. What is Judicial Management and How It Works in Singapore
  2. Schemes of Arrangement: How They Work and How to Apply
  3. Informal Debt Restructuring and Workout in Singapore
Ending a Business
  1. How to Restore a Struck-Off Company in Singapore
  2. Claw-Back of Assets From Unfair Preference and Undervalued Transactions
  3. Should You Save or Close Your Zombie Company in Singapore?
  4. Voluntary Suspension of Business in Singapore: How to Handle
  5. Winding Up a Singapore Company: Grounds and Procedure
  6. Closing Your Singapore Business: What You Need to Settle
  7. Striking Off a Company
  8. Restoring a Company That was Struck Off Without You Knowing
  9. Dissolution of partnerships in Singapore
  10. What Should a Creditor Do When a Company Becomes Insolvent?
  11. How to File a Proof of Debt Against a Company in Liquidation
  12. Validation of Payments Made by Companies Being Wound Up