Transfer of Registration and Re-domiciliation of Foreign Companies to Singapore

A foreign corporate entity (“foreign company”) may apply to transfer its registration to (i.e. re-domiciliate) and be registered as a company limited by shares in Singapore. Upon such re-domiciliation and transfer of its registration to Singapore, the foreign company will be treated like a company incorporated under the Companies Act 1967 and all provisions of the Act pertaining to companies apply with relevant adaptations, exceptions and modifications to the foreign company.

Foreign company must be of a certain size

One of the key conditions for a foreign company to be eligible for transfer of its registration and re-domiciliate to Singapore is that the foreign company must be of a minimum size. A foreign company that is not a parent satisfies this size requirement if it meets any 2 of the following criteria:

(a) the value of the foreign company’s total assets exceeds S$10 million;
(b) the annual revenue of the foreign company exceeds S$10 million;
(c) the foreign company has more than 50 employees.

If the foreign company is a parent, the total assets and annual revenue criteria is applied on a consolidated basis in accordance with the accounting standards applicable to the group and the foreign company’s group has more than 50 employees.

A foreign company that is a subsidiary of another foreign company which has re-domiciled to Singapore, or a company incorporated in Singapore, will also meet the size requirements if its parent meets the specified size requirements above.

Foreign company must be solvent

To be eligible for transfer of its registration and re-domiciliation to Singapore, the foreign company must also be considered solvent on the following bases:

(a) there is no ground on which the foreign company could be found to be unable to pay its debts;

(b) the value of the foreign company’s assets is not less than the value of its liabilities (including contingent liabilities);

(c) the foreign company must be able to pay its debts as they fall due during the period of 12 months immediately after the date of the application by the foreign company for re-domiciliation to Singapore, and

(d) if the foreign company intends to commence winding up within 12 months immediately after the date of the application for transfer of its registration to Singapore, it must be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up.

Other conditions

The foreign company must also be authorised to transfer its incorporation under the law of its place of incorporation and has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation.

There are also other conditions for a foreign company to qualify for re-domiciliation to Singapore including:

(a) the foreign company’s first financial year end at its place of incorporation has passed;

(b) the application by the foreign company for transfer of its registration is not intended to defraud existing creditors of the foreign company and is made in good faith;

(c) no receiver, or receiver and manager, is in possession of, or has control over, any property of the foreign company and no proceeding to appoint a receiver, or receiver and manager, in respect of any property of the foreign company is ongoing or pending;

(d) the foreign company is not under judicial management and no proceeding to place the foreign company under judicial management is ongoing or pending;

(e) no compromise or arrangement made between the foreign company and another person or other persons is being administered and no proceeding to place the foreign company under any compromise or arrangement is ongoing or pending;

(f) the foreign company is not in liquidation or being wound up and no proceeding for liquidation or winding up against the foreign company is ongoing or pending; and

(g) no other judicial or administrative proceeding under a law relating to insolvency or adjustment of debt, in which the property or affairs of the foreign company are or would be subject to control or supervision by a judicial or administrative authority for the purpose of reorganisation or liquidation, is ongoing or pending.

Documents and information required

The documents are required for the application for re-domiciliation and transfer of the registration of the foreign company to Singapore are as follows –

(a) a certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation;

(b) the constitution by which the foreign company proposes to be registered;

(c) relevant declarations and statements by each proposed director and company secretary of the foreign company;

(d) other information relating to the foreign company and its shareholders.

Processing time

The application for transfer of registration of a foreign company to Singapore is expected to take up to 2 months.

After re-domiciliation and transfer of registration to Singapore

If the foreign corporate entity has charges that are required to be registered under the Companies Act 1967, the company has to lodge a statement containing particulars of the charge within 30 days of its date of registration in Singapore.

In addition, the company must also complete appropriate certificates in respect of all persons registered as holders of existing shares or debentures and have them ready for delivery within 60 days of its registration in Singapore.

Contact

Wee Kong Eng
Public Accountant
MTax, CA (Singapore), CIA, Dip. in Law, ATP (Income tax & GST), Assoc CVA
K E Wee & Associates PAC, Public Accountants and Chartered Accountants
Email: kongeng@kewee.com.sg
Mobile: +65 97552868
Office: +65 67200950 ext 111

Disclaimer and limitations

Information is updated as at 31 August 2022 and may be subject to change. The above Information may have been summarized, simplified or paraphrased for easier understanding and to suit scenarios more commonly applicable to client companies. It is not meant to be a comprehensive guide or substitute for professional advice. All opinions or interpretations are solely those of ourselves and our partner firms and may be subject to agreement by the relevant authorities. While effort has been made to ensure the accuracy of the above information, we shall not be liable for loss arising directly or indirectly from any inaccuracy or omission in the information provided.