Outline
- Why Would a Company Redomicile?
- Reasons for Company Re-Domiciliation to Singapore
- Questions to Ask Before Company Re-domiciliation to Singapore
- Is Your Company Eligible for Re-domiciliation to Singapore?
- What Type of Company Structure is Best?
- How Do You Re-domicile Your Company to Singapore?
- Step-by-Step Company Re-domiciliation Guide
- What Happens After Re-domiciliation?
- READY TO RELOCATE YOUR COMPANY OR SETUP A NEW SINGAPORE COMPANY AS A FOREIGNER?
- FAQs
Foreign company re-domiciliation to Singapore involves transferring its registration from its original jurisdiction to 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?
Reasons for Company Re-Domiciliation to Singapore
Many foreign companies have redomiciled to Singapore and for good reasons. Here are some of the many reasons for them to do so:
Low Tax Rate
Singapore has one of the lowest corporate tax rates in the world at 17%. Hence, this is an attractive proposition for foreign companies to redomicile to the city-state.
Double Tax Agreements
With double tax agreements with many countries worldwide, companies in Singapore are not subject to double taxation.
Gateway to Southeast Asia & Asia Pacific
An economic powerhouse in Southeast Asia, Singapore boasts favourable pro-business initiatives that allow businesses to thrive. Furthermore, it is also home to many Asia headquarters.
Questions to Ask Before Company Re-domiciliation to Singapore
There are always many things to consider when you redomicile a foreign company to Singapore. Moreover, the best is to have a local professional service provider support you in your move- just like Butlerapp did with us.
| Ask yourself (or a good corporate service provider like Paul Hype Page) these questions: | Some recommended solutions would be: |
|---|---|
| Are there any existing contracts you’ll need to move? | Review existing contracts and negotiate with counterparts, obtaining consent to transfer to new entity. |
| Do you have an existing banking solution overseas that you would like to adopt in Singapore? | 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. |
| Will employees or directors be moving to Singapore? | 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 Re-domiciliation to Singapore?
Before initiating your foreign company’s re-domiciliation to Singapore, ensure your company’s name meets Singapore’s registration requirements. 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 re-domiciliation to Singapore, namely: Size, Solvency and Legality.
Size Requirement
Your company should meet at least 2 of the 3 following criteria:
To redomicile your entire corporate group, including a parent company and subsidiaries incorporated overseas, the group as a whole must meet the size criterion.
Solvency Requirement
Your company must:
Legality Requirement
What Type of Company Structure is Best?
You have the option of setting up a subsidiary, a branch office, or a representative office, or considering inward re–domiciliation.
Subsidiaries
| Subsidiary or New Company | |
| Legal Type | Separate legal entity distinct from its parent company |
| Entity Name | Can be the same or different from the parent company |
| Allowed Activities | Can be the same or different from the parent company |
| Validity Period | Registered forever until closed |
| Taxation | Taxed a flat corporate tax rate of 17% as a Singapore resident entity, local tax benefits available |
| Annual Filing | Must file accounts of the Singapore subsidiary only |
| Bank Account | Can open a bank account in Singapore |
| Appointment of Officers | Must appoint at least one resident director |
Branches
| Branch Office | |
| Legal Type | Not a separate legal entity, the 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 |
| Allowed Activities | Limited to the same range of activities as the parent company |
| Validity Period | Registered forever until closed |
| Taxation | Taxed a flat corporate tax rate of 17% as a non-resident entity, local tax benefits and exemption not available |
| Annual Filing | Must file branch office as well as parent company’s accounts |
| Bank Account | Can open a new corporate bank account in Singapore or use the same as the parent company |
| Appointment of Officers | Must appoint at least one local authorised representative |
Representative Office
| Representative Office | |
| Legal Type | Has no legal status, merely an administrative arrangement and the liabilities of a branch extend to its head office |
| Entity Name | Must be the same as the parent company plus must include a ‘Representative Office’ |
| Allowed Activities | Can only conduct market research or feasibility studies |
| Validity Period | Has to be renewed every year up to a maximum of 3 years. RO status is evaluated and renewed yearly. |
| Taxation | Not applicable as a representative office cannot generate income |
| Annual Filing | Not applicable |
| Bank Account | Can open a bank account in Singapore to run the cost centre operations. Must be funded by the parent company. |
| Appointment of Officers | Must appoint a Chief Representative who will relocate from headquarters |
Additional Information
You may also wish to refer to the related guide on foreign company options in Singapore for more information.
Alternatively, the Singaporean government introduced an inward re-domiciliation regime in 2017, amending the Singapore Companies Act. This regime is for business owners who aim to redomicile a foreign company to Singapore without creating a subsidiary or branch office. Moreover, foreign companies relocating to Singapore under this regime must meet at least two of the following requirements:
How Do You Re-domicile Your Company to Singapore?
For foreign company re-domiciliation to Singapore, you need to complete and submit an Application for Transfer of Registration form to ACRA, the regulatory authority for business entities in Singapore. Under the CA, your application has to be accompanied by:
Document 1
A certified true copy of your Memorandum of Association, Articles of Association or equivalent constitutional documents (which you submitted when originally incorporating your company).
Document 2
A copy of the constitution which your company will use if successfully redomiciled as a Singapore company.*
Document 3
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 re-domiciliation
- It is a declaration that they are neither disqualified nor debarred from acting as a director in Singapore. (This primarily relates to their previous failure to fulfil duties as a director of another Singapore company.)
- (If they intend to take shares in the company) A declaration of their intent to take several shares in the company upon re-domiciliation, 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)
- (If a lawyer or filing agent is handling the re-domiciliation) The lawyer or filing agent must provide a confirmation statement stating that each proposed director has consented to act and has not been disqualified and that each proposed secretary has consented to act as well.
Document 4
Prescribed fee of S$1000 (non-refundable)
Advice:
If your company originated in another common law jurisdiction, you might be able to adopt its existing constitutional documents almost entirely. However, certain aspects of Singapore law may require the insertion of additional clauses.
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.
Step-by-Step Company Re-domiciliation 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:
Step 2: Apply for work visas for directors, employees or family members. Consequently, these 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 Re-domiciliation?
After you submitted your completed application, the next stage is acceptance or rejection by ACRA.
Although ACRA reserves the right to reject applications for foreign company re-domiciliation to Singapore based on public policy grounds, your company maintains the right to appeal to ACRA and to the Minister of Finance.
Furthermore, in the likely scenario where your application is accepted, you have to duty to:
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. Thus, that would mark the completion of your foreign company re-domiciliation to Singapore.
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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