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?
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.
1) Size requirement
Your company should meet at least 2 of the 3 following criteria:
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:
3) Legality requirement
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 re–domiciliation.
|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:
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:
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.
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:
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:
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.
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?
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.