Singapore is one of the most economically and socially developed countries in the world. With the political stability, attractive tax policy and most innovative, most competitive, most dynamic and most business-friendly environment.
The Companies (Amendment) Act 2017 has introduced an inward re-domiciliation regime in Singapore, to allow foreign corporate entities to transfer their registration to Singapore (e.g. foreign corporate entities that may want to relocate their regional and worldwide headquarters to Singapore and still retain their corporate history and branding). The regime took effect from 11 October 2017.
A foreign corporate entity that re-domiciles to Singapore will become a Singapore company and be required to comply with the Companies Act like any other Singapore incorporated company. Re-domiciliation will not affect the obligations, liabilities, properties or rights of the foreign corporate entities.
Foreign companies can now transfer their registration from their original jurisdiction to Singapore and the following minimum requirements for transfer of registration are:
(a) Size criteria – The foreign corporate entity must meet any 2 of the below:
(b) Solvency criteria:
(c) The foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation;
(d) The foreign corporate entity has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation;
(e) The application for transfer of registration is:
(f) There are other minimum requirements such as the foreign corporate entity is not under judicial management, not in liquidation or being wound up etc.
Foreign firms allowed to re-domicile to Singapore is expected to boost Singapore's competitiveness as a business hub, by facilitating the transfer or the setting-up of business in the city-state for foreigners.
Firstly, it permits continuity of the organisation’s operations when undergoing a major change. The organisation will keep their international credit rating. Track records remain intact – ideal when seeking investment, banking credit, or licensing
Secondly, Singapore is known for having one of the lowest tax rates anywhere in the developed world. Moving operations to the country has, in the past, allowed such privileges, but that could change in future with new laws on tax avoidance and profit shifting.
Third, particularly attractive is that your entity will be able to take advantage of Free Trade Agreement memberships in Singapore and indicate that your company is committed to operating out of Singapore.
Q: What is re-domiciliation?
A: Re-domiciliation is a process whereby a foreign corporate entity transfers its registration from its Original Jurisdiction to a New Jurisdiction.
Q: What type of entities can apply for transfer of registration?
A: Foreign entities must be bodies corporate that can adapt their legal structure to the companies limited by shares structure under the Companies Act. In addition, they must meet certain prescribed requirements and their application will be subject to the Registrar’s approval.
Q: Can a foreign corporate entity register under the Companies Act with its name that is used overseas?
A: Foreign corporate entities must reserve its proposed name and rules on name reservations apply.
Q: How much is the application fee for transfer of registration?
A: The application fee is a non-refundable fee of $1,000.
Q: How long is the processing time?
A: It may take up to 2 months from the date of submission of all required documentation, to process the application for transfer of registration. This includes the time required for referral to another government agency for approval or review. E.g. if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
Q: How do I make payment for (a) Application for transfer of registration and (b) Application for extension of time to submit document evidencing that the foreign corporate entity has been de-registered in its place of incorporation?
A: The payment for (a) and (b) can be made by cheque or Cashier’s Order issued by local banks in Singapore and made payable to “Accounting and Corporate Regulatory Authority”.
Q: How do the size criteria apply to an application which is a parent?
A: The criteria will be assessed on a consolidated basis (even if the subsidiaries are not applying to transfer their registration to Singapore).
Q: How do the size criteria apply to an applicant which is a subsidiary?
A: The size criteria applies to a subsidiary on a single entity basis. Alternatively, a subsidiary meets the size criteria if the parent (Singapore-incorporated or registered in Singapore through a transfer of registration) meets the size criteria. Parent and subsidiary may apply for transfer of registration at the same time. The subsidiary’s application will be assessed after the parent’s application is assessed.
Q: Is a foreign corporate entity required to meet all the minimum requirements if it intends, upon registration, to apply to the court under section 210(1), 211B(1), 211C(1), 211I(1) or 227B of the Companies Act?
A: Such a foreign corporate entity need not satisfy the solvency criteria mentioned in our website. However, the foreign corporate entity must meet all the other minimum requirements.
Q: What are the effects of transfer of registration?
A: The re-domiciled company will become a Singapore company and has to comply with Singapore laws. Re-domiciliation does not:
(a) create a new legal entity;
(b) prejudice or affect the identity of the body corporate constituted by the foreign entity or its continuity as a body corporate;
(c) affect the obligations, liabilities, property rights or proceedings of the foreign corporate entity; and
(d) affect legal proceedings by or against the foreign corporate entity.
Q: What should I do if I cannot submit evidence that the foreign corporate entity has been deregistered in its place of incorporation within the prescribed time?
A: You may submit an application to the Registrar for an extension of time. The Registrar will consider all relevant circumstances before deciding whether to grant approval for an extension of time. There is an application fee of $200 (non-refundable).
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