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How To Redomicile A Foreign Company To Singapore?

13 min read|Last Updated: November 22, 2022|
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Foreign company re-domiciliation to Singapore 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.

Questions to ask before company relocation to Singapore

There are always many things to consider when you relocate a foreign company to Singapore. The best is to have a local professional service provider support you in your move- just like what Butlerapp did with us.

Ask yourself (or a good corporate service provider like Paul Hype Page) these questions:  Some recommended solutions would be: 
1. Are there any existing contracts you’ll need to move?  1. Review existing contracts and negotiate with counterparts, obtaining consent to transfer to new entity. 
2. Do you have an existing banking solution overseas that you would like to adopt in Singapore?  2. Look out for a branch in Singapore and enquire with your banker if an account can be transferred. Otherwise, approach a corporate service provider for a new account opening. 
3. Will employees or directors be moving to Singapore?  3. The company or an appointed employment agency can assist you with the application of work visas and dependent visas for directors, employees and their family members 

Is Your Company Eligible for Redomiciliation to Singapore?

Before you kickstart you foreign company re-domiciliation 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.
  • Foreign company re-domiciliation to Singapore means that it will be primarily subject to new country’s 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.
Eric

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.

What type of company structure is best? 

You have the option of setting up a subsidiary, a branch office, a representative office, or consider inward redomiciliation 

Branch Office   Subsidiary or New Company  Representative Office 
Legal Type: Not a separate legal entity, liabilities of a branch extend to its head office Separate legal entity distinct from its parent company Has no legal status, merely an administrative arrangement and liabilities of a branch extend to its head office
Entity Name: Must be the same name as the parent company and sign contracts under the parent company name Can be the same or different from parent company Must be the same as parent company plus must include ‘Representative Office’
Allowed Activities: Limited to the same range of activities as the parent company Can be the same or different from parent company Can only conduct market research or feasibility studies
Validity Period: Registered forever until closed Registered forever until closed Has to be renewed every year up to a maximum of 3 years. RO status is evaluated and renewed yearly.
Taxation: Taxed a flat corporate tax rate of 17% as non-resident entity, local tax benefits and exemption not available Taxed a flat corporate tax rate of 17%  as Singapore resident entity, local tax benefits available Not applicable as representative office cannot generate income
Annual Filing: Must file branch office as well as parent company’s accounts Must file accounts of the Singapore subsidiary only Not applicable
Bank Account: Can open a new corporate bank account in Singapore or use the same as the parent company Can open bank account in Singapore Can open bank account in Singapore to run the cost centre operations. Must be funded by the parent company.
Appointment of Officers: Must appoint at least one local authorised representative Must appoint at least one local resident director Must appoint a Chief Representative who will relocate from headquarters

You may also wish to refer to the related guide foreign company options in Singapore for more information.

Alternatively, in 2017, the Singaporean government introduced an inward re-domiciliation regime as an amendment to the Singapore Companies Act. This regime is for business owners who wish to relocate a foreign company to Singapore, but do not wish to create a subsidiary company or branch office. Foreign companies relocating to Singapore under this regime must comply with a minimum of two of the following requirements:

  • The turnover for each financial year must not exceed S$10 million.
  • The total value of all assets held by the company at the close of each financial year must not exceed S$10 million.
  • The company must have 50 or fewer employees at the close of each financial year.
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How Do You Redomicile Your Company to Singapore?

For foreign company re-domiciliation 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. *

  • 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)

Step by Step Company Relocation Guide

These are the summarised key steps to redomicile your company to Singapore:

Step 1: Register your selected business structure. The most popular being to register a new company. To do so, foreigners will need:

  • an appointed agent
  • a local director
  • a company secretary
  • a registered address

Step 2: Apply for work visas for directors, employees or family members. This will be employment passes, dependent passes or others.
Step 3: Transfer business assets and liabilities. This includes contracts, intellectual property, plant and machinery etc.
Step 4: De-register your foreign company
Step 5: Take note of the next compliance requirement your new Singapore company has to adhere to.

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 foreign company re-domiciliation to Singapore 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. That would mark the completion of your foreign company re-domiciliation to Singapore.

READY TO RELOCATE YOUR COMPANY OR SETUP A NEW SINGAPORE COMPANY AS A FOREIGNER?

Come down to our office or get in touch virtually for an incorporation assessment today.

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FAQs

How long is the processing time?2021-06-25T16:19:21+08:00

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.

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?2021-06-25T16:10:54+08:00

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?2021-06-25T16:10:19+08:00

Foreign corporate entities must reserve its proposed name and rules on name reservations apply.

What type of entities can apply for transfer of registration?2021-06-25T16:06:38+08:00

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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