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Re-domiciliation - Application for Transfer of Registration

Updated: Mar 11

Guide for foreign corporate entities planning to transfer their registration to Singapore


Inward Re-domiciliation Regime in Singapore


Re-domiciliation is a process whereby a foreign corporate entity transfers its registration from its Original Jurisdiction to a New Jurisdiction.


Singapore has an inward re-domiciliation regime to allow foreign corporate entities to transfer their registration to Singapore. They may want to relocate their regional and worldwide headquarters to Singapore and still retain their corporate history and branding.


A foreign corporate entity that re-domiciles to Singapore will become a Singapore company and be required to comply with the Companies Act, just like any other Singapore-incorporated company. Re-domiciliation will not affect the obligations, liabilities, properties or rights of the foreign corporate entity.


Minimum Requirements for Registration


The minimum requirements for transfer of registration are:


(a) Size criteria - the foreign corporate entity must meet any 2 of the following:

(a) the value of the foreign corporate entity’s total assets exceeds S$10 million;

(b) the annual revenue of the foreign corporate entity exceeds S$10 million;

(c) the foreign corporate entity has more than 50 employees;


Solvency Criteria:


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

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

(c) the foreign corporate entity is able to pay its debts in full within the period of 12 months after the date of the winding up (if it intends to wind up within 12 months after the application for transfer of registration);

(d) the foreign corporate entity is able to pay its debts as they fall due during the period of 12 months after the date of the application for registration;

(e) The foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation;

(f) 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;

(g) The foreign corporate entity’s first financial year end at its place of incorporation has passed;

(h) The application for transfer of registration is not intended to defraud existing creditors of the foreign corporate entity, and made in good faith;

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

(j) The foreign corporate entity is not under judicial management;

(k) no compromise or arrangement made between the foreign corporate entity and another person or other persons is being administered;

(l) The foreign corporate entity is not in liquidation or being wound up; and

(m) 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 corporate entity 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.


Parent Applicant


Where the foreign corporate entity is a parent, the criteria will be assessed on a consolidated basis (even if the subsidiaries are not applying to transfer their registration to Singapore).


Subsidiary Applicant


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.


A foreign corporate entity need not satisfy the minimum requirements mentioned if the Registrar is satisfied that the foreign corporate entity intends to make, upon registration of the foreign corporate entity as a company limited by shares, an application to the Court for a compromise or arrangement or judicial management order.


All liabilities of the foreign corporate entity (including contingent liabilities) must be taken into account. The following must be taken into account:


(a) the most recent financial statements of the foreign corporate entity;

(b) all other circumstances that the directors of the foreign corporate entity know or ought to know affect, or may affect, the value of the foreign corporate entity’s assets and the value of its liabilities (including contingent liabilities).


Valuations of the foreign corporate entity’s assets or estimates of the foreign corporate entity’s liabilities that are reasonable in the circumstances may be relied on.


In determining the value of a contingent liability, the following may be taken into account:


(a) the likelihood of the contingency occurring;

(b) any claim the foreign corporate entity is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.


Application for Registration


A foreign corporate entity may apply to be registered as a company limited by shares. You will need to submit the following supporting documents together with your application:


(a) a certified copy of the charter, statute, constitution or memorandum or articles, in its place of incorporation; The constitution by which the foreign corporate entity proposes to be registered in Singapore;


(b) a certified copy of the certificate of incorporation of the foreign corporate entity in its place of incorporation;


(c) if application is filed by an advocate and solicitor or a corporate service provider, a declaration by the advocate and solicitor or corporate service provider (as the case may be);


(d) if application is filed by proposed director/secretary, a declaration by each proposed secretary of the foreign corporate entity (if applicable);


(e) if application is filed by proposed director/secretary, a declaration by each proposed director of the foreign corporate entity;


(f) declaration by the lodger.


You will require the following information to fill up the form:


- Name of foreign corporate entity in its place of incorporation and the date of registration in its place of incorporation

- Place of incorporation of foreign corporate entity

- Foreign corporate entity’s registered office address in its place of incorporation

- Date of foreign corporate entity’s last financial year end

- Proposed company’s intended date of first financial year end after transfer of registration

- Proposed company’s Financial Year Period

- Foreign corporate entity’s registered office address in Singapore

- Particulars of proposed company officers/ directors/ shareholders

- Share capital details

- Details of shareholders


Certification of Documents


A copy of a charter, statute, constitution or memorandum or articles, in its place of incorporation, is certified if the copy was certified to be a true copy by an official holding or purporting to hold an office corresponding to that of the Registrar in the foreign corporate entity’s place of incorporation, by a notary public, by a director, manager or secretary of the foreign corporate entity by statutory declaration; or by the registered qualified individual who lodges the items mentioned for the purpose of registering the foreign corporate entity as a company limited by shares.


A copy of the certificate of incorporation of the foreign corporate entity in its place of incorporation, is a certified copy if the copy was certified to be a true copy by an official holding or purporting to hold an office corresponding to that of the Registrar in the foreign corporate entity’s place of incorporation.


Where the certificate or document mentioned is an electronic document, the Registrar may accept a print‑out of that certificate or document from an electronic database of an office of the Registry of Companies in the foreign corporate entity’s place of incorporation that has been certified to be a true copy of the certificate or document by the Registrar in the foreign corporate entity’s place of incorporation.


A declaration, statement or undertaking mentioned must be filed with the Registrar by the proposed director who made the declaration, statement or undertaking himself or herself, or through a registered qualified individual authorised by that proposed director.


A declaration mentioned must be filed with the Registrar by the proposed secretary who made the declaration himself or herself, or through a registered qualified individual authorised by that proposed secretary.


Names of Companies to be Registered


A foreign corporate entity which intends to be registered as a company limited by shares must apply to reserve its proposed name. You may wish to first find out if the proposed company name is available prior to submitting your application. It can register its name that is used overseas, and rules on name reservations apply.


After Registration


Upon approval of the application, the foreign corporate entity will be registered as a company limited by shares in Singapore. Upon registration of the foreign corporate entity, a notice of transfer of registration may be issued. The applicant will receive an email from ACRA on the outcome of the application.


A certificate of confirmation of registration may be issued upon the application of the company.


A notice of transfer of registration issued, and a certificate of confirmation of registration issued, is each conclusive evidence that the foreign corporate entity is registered, and of the date of the company’s registration.


Once the foreign corporate entity is registered as a company in Singapore, a document evidencing that the foreign corporate entity has been de‑registered in its place of incorporation must be submitted within 60 days after the issue of the notice of transfer of registration.


Effects of Transfer of Registration


Starting on the date of registration specified in the notice of transfer of registration, the re-domiciled company will become a Singapore company and has to comply with Singapore laws; and if the foreign corporate entity was registered as a foreign company immediately before that date, ceases to be so registered.


The registration of a foreign corporate entity does not create a new legal entity, prejudice or affect the identity of the body corporate constituted by the foreign corporate entity or its continuity as a body corporate, affect the property, or the rights or obligations, of the foreign corporate entity, or render defective any legal proceedings by or against the foreign corporate entity.


Duty of Company to Register Pre‑existing Charges


Companies should also register their pre-existing charges with ACRA within 30 days after the date of registration.


Duties of Company with respect to Issue of Certificates


Within 60 days after the date of registration of the company, the company must complete and deliver appropriate certificates to holders of existing shares or debentures, as at the date of registration.


Upon the delivery of the certificates to the holders of existing shares or debentures, all prior certificates in respect of such shares or debentures cease to be operative and cease to have any validity.


Any share warrant that had been issued by the foreign corporate entity before the date of registration of the company is void.


Additionally, if the foreign corporate entity was registered as a foreign company under the Companies Act before re-domiciliation, the foreign company registration will cease.


First Financial Year Period


The financial year period for the first financial statements under the Singapore Companies Act starts immediately after the “Date of the end of the last financial year of the foreign corporate entity” specified in the transfer application and, subject to any change of FYE made under the Singapore Companies Act, ends at the “Proposed company’s intended date of first financial year end after transfer of registration” specified in the transfer application.

Listed companies must hold AGM within 4 months after FYE and any other company must hold AGM within 6 months after FYE. Companies must lay their financial statements for the financial year in respect of which the AGM is held.


Processing Time


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. For example, 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.



Application Fee for Transfer of Registration


The application fee is a non-refundable fee of $1,000.


If you have any questions in relation to the above, please contact professionals from Bestar.


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