Singapore legislation
Section 11
Section 11
Authorised representative
(1)
Where an individual proprietor, all the partners of a firm or all the officers of a foreign company (as the case may be) does not or do not reside in Singapore (either at or after the time the individual proprietor, firm or foreign company was registered), the individual proprietor, firm or foreign company must appoint, within the time specified in subsection (3), (4) or (11), whichever is applicable, at least one authorised representative who must meet the criteria set out in subsection (2).
(2)
The authorised representative must be —
a natural person;
at least 18 years of age;
otherwise of full legal capacity; and
ordinarily resident in Singapore.
(3)
If at the time of registration the individual proprietor, all the partners of the firm or all the officers of the foreign company (as the case may be) does not or do not reside in Singapore, the authorised representative must be appointed —
at the time the individual proprietor, firm or foreign company is registered; or
if the individual proprietor, firm or foreign company will carry on business in Singapore on a date after the date of registration, not later than the date on which the individual proprietor, firm or foreign company commences to carry on business in Singapore.
(4)
If the individual proprietor, all the partners of the firm or all the officers of the foreign company (as the case may be) ceases or cease to reside in Singapore at any time after registration, the authorised representative must be appointed —
in the case of the individual proprietor, within 30 days after the date on which the individual proprietor ceases to reside in Singapore;
in the case of the firm, within 30 days after the date on which the last partner resident in Singapore ceases to reside in Singapore; and
in the case of the foreign company, within 30 days after the date on which the last officer of the foreign company resident in Singapore ceases to reside in Singapore.
(5)
The authorised representative is personally responsible for the discharge of all obligations attaching to the individual proprietor, firm or foreign company that is registered from the date of his or her appointment.
(6)
In the case of any default in respect of any obligation referred to in subsection (5), the authorised representative is subject to the same responsibilities, liabilities and penalties as the individual proprietor, firm or foreign company (as the case may be) and all the penal and other provisions of this Act are to be construed accordingly.
(7)
The individual proprietor, firm or foreign company referred to in subsection (1) must lodge with the Registrar a notice of the appointment of the authorised representative, and a notice of the consent of the authorised representative to be so appointed, within 14 days after the date of appointment.
(8)
The notice of appointment must contain the authorised representative’s residential address.
(9)
Where an authorised representative appointed under subsection (1) —
resigns, retires, dies or otherwise ceases to be an authorised representative for any reason; or
ceases to be qualified as an authorised representative,the individual proprietor, firm or foreign company referred to in subsection (1) must lodge with the Registrar a notice that the authorised representative has ceased to be, or ceased to be qualified to be, the individual proprietor’s, firm’s or foreign company’s authorised representative within 14 days after that event.
(10)
If the individual proprietor, firm or foreign company referred to in subsection (1) fails to lodge with the Registrar the notice under subsection (9), the former authorised representative may lodge a notice with the Registrar that he or she has ceased to be, or ceased to be qualified to be, the authorised representative for the individual proprietor, firm or foreign company.
(11)
Where the sole authorised representative of an individual proprietor, a firm or a foreign company appointed under subsection (1) —
resigns, retires, dies or otherwise ceases to be the authorised representative for any reason; or
ceases to be qualified as an authorised representative,the individual proprietor, firm or foreign company must, within 30 days after the date on which the sole authorised representative ceases to be, or ceases to be qualified to be, the authorised representative, appoint a new authorised representative.
(12)
An individual proprietor, a firm or a foreign company that fails to comply with a requirement under subsection (1), (7) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
(13)
In this section, “officer”, in relation to a foreign company, includes any director, secretary, manager, office holder or person employed in an executive capacity.
(14)
For the purposes of determining whether a person (including a partner of a firm) resides outside Singapore —
a corporation resides outside Singapore if the corporation is incorporated or formed outside Singapore; and
an individual resides outside Singapore if the individual’s residential address is outside Singapore.
(15)
For the purpose of subsection (4)(b), a partner that is —
a company; or
a limited liability partnership registered under the Limited Liability Partnerships Act 2005,ceases to reside in Singapore when it is dissolved.
(16)
For the purposes of subsections (9), (10) and (11), an authorised representative ceases to be qualified to be an authorised representative if he or she ceases to have full legal capacity or ceases to be ordinarily resident in Singapore.