Re-domiciliation is a process whereby a foreign corporate entity transfers its registration from its Original Jurisdiction to a New Jurisdiction, in this case Singapore. The re-domiciled company will become a Singapore company and has to comply with Singapore laws. Re-domiciliation is different from setting up a new entity in Singapore.
Why would a company Redomicile?
Redomiciliation allows for continuity of the business which means that the company is still the same entity, only that its place of incorporation changes from an overseas country to Singapore. This means that goodwill, credit ratings and track records remain intact. This is helpful when the re-registered Singapore company seeks credit from banks in Singapore or needs to demonstrate its track record in its area of expertise so as to get a licence where necessary.
Redomiciling to Singapore means that it will be primarily subject to Singapore law, including for taxation purposes, rather than that of its original place of incorporation. Singapore taxes corporations at a lower rate than many other developed countries.
Is Your Company Eligible for Redomiciliation to Singapore?
Before redomiciling your company to Singapore, you should check if your company’s name will be accepted for registration in Singapore. For example, there may already be a Singapore company with a similar name as your overseas company.
More importantly, there are 3 main requirements for your company to be eligible for redomiciliation to Singapore, namely: Size, Solvency and Legality.
Redomiciliation allows for continuity of the business which means that the company is still the same entity, only that its place of incorporation changes from an overseas country to Singapore. This means that goodwill, credit ratings and track records remain intact. This is helpful when the re-registered Singapore company seeks credit from banks in Singapore or needs to demonstrate its track record in its area of expertise so as to get a licence where necessary.
Redomiciling to Singapore means that it will be primarily subject to Singapore law, including for taxation purposes, rather than that of its original place of incorporation. Singapore taxes corporations at a lower rate than many other developed countries.
1) Size requirement
Your company should meet at least 2 of the 3 following criteria:
Total assets worth over S$10 million
Annual revenue over S$10 million
At least 50 employees
If you want to redomicile your entire corporate group (e.g. you have a parent company and 2 subsidiaries, all incorporated overseas), then it is the group as a whole that has to meet the size criterion.
2) Solvency requirement
Your company must:
Be able to pay its debts as they fall due over the next 12 months from the date of applying for redomiciliation
Not be in liquidation, receivership or any other equivalent winding up process
Assets exceed liabilities (net asset value cannot be negative)
3) Legality requirement
You have complied with all relevant company law rules in your company’s original place of incorporation, and are not redomiciling to Singapore for improper purposes such as to defraud creditors.
Your place of incorporation must have legal provisions in place for companies to redomicile overseas.
Some countries permit 2-way redomiciliation (i.e. for foreign companies to re-register as local companies, and for local companies to re-register as foreign companies): Australia, Canada, New Zealand and the British Virgin Islands.
Conversely, other jurisdictions like Singapore, Hong Kong and the United Kingdom, only allow for inward redomiciliation (i.e. foreign companies may re-register as local companies, but local companies may not re-register as foreign companies).
If your company is moving from one common law jurisdiction to another, the basic structure of company law will likely be the same. Hence, concepts such as directors’ duties, would continue to apply in some form when your company has redomiciled as a Singapore company.
How Do You Redomicile Your Company to Singapore?
To redomicile your overseas company to Singapore, you will have to fill in and submit an Application for Transfer of Registration form to the Accounting and Corporate Regulatory Authority (ACRA), which regulates business entities in Singapore. Under the CA, your application has to be accompanied by:
A certified true copy of your Memorandum of Association, Articles of Association or equivalent constitutional documents (which you submitted when originally incorporating your company).
A copy of the constitution which your company will use if successfully redomiciled as a Singapore company. *
Advise:
You may be able to adopt your company’s existing constitutional documents almost entirely if your company was incorporated in another common law jurisdiction. However, there are certain aspects of Singapore law that require additional clauses to be inserted.
For example, Singapore requires all companies to have an “objects clause” in their constitution, which lays out the purpose of the company, that is all its proper areas of business.
The following relevant prescribed documents:
- Certified copy of your foreign certificate of incorporation or equivalent
- A signed written declaration by all the current company directors that the company meets the solvency requirements (as discussed above)
- From each of the proposed directors individually:
- A declaration of their consent to act as director upon redomicilliation
- A declaration that they are neither disqualified or debarred from acting as a director in Singapore. (This primarily relates to having been found to have failed in their duties as director of another Singapore company previously)
- (If they intend to take shares in the company) A declaration of their intent to take a number of shares in the company upon redomiciliation, if they do not already have shares in the company
- A written declaration from each of the proposed secretaries stating:
- They consent to act as the company’s secretary.
- They have not been debarred from acting as a secretary in the past
- (If the company is proposing to redomicile as a public company) They have the relevant professional or academic qualifications to be the secretary of a public company (typically a qualified lawyer, accountant, or a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators)
- (Where the redomiciliation is being handled by a lawyer or a filing agent) A confirmation statement from the lawyer or filing agent that each proposed director has consented to act as a director and has not been disqualified, and that each proposed secretary has consented to act as a secretary.
Prescribed fee of S$1000 (non-refundable)
What Happens after Redomiciliation?
After you submitted your completed application, the next stage is acceptance or rejection by ACRA.
While ACRA reserves the right to reject applications for redomiciliation on public policy grounds, your company has a right of appeal to ACRA and to the Minister of Finance.
In the likely scenario where your application is accepted, you have to duty to:
Comply with Singapore Companies Act like any other Singapore incorporated company
De-register your company in its original place of incorporation within 60 days, and submit evidence to ACRA.
Ensure that pre-existing charges are registered within 30 days of redomiciliation. For example, if a bank has a floating charge over your company’s assets, this charge would have to be duly registered. Your company directors may be liable for sanctions such as fines if this is not complied with.
Once you have ensured these steps have been complied with, you are able to move on to the next stage of your company’s journey and benefit from its new status as a Singapore-registered company.
Alternatives to redomiciliation
If you think redomiciliation does not suit your business needs, you may consider these popular alternatives for setting up foreign companies in Singapore:
- Subsidiary
- Branch
- Related company
- Representative office
Visit our page to find out more on how to incorporate a Singapore company.
FAQs
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.
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). Please go to the downloads section of the how-to-guide to download the EOT form.
Can a foreign corporate entity register under the Companies Act with its name that is used overseas?
Foreign corporate entities must reserve its proposed name and rules on name reservations apply.
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.
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