How can Foreign Corporate Entities Apply for a Transfer of Registration
This article is a comprehensive guide for you if you are a foreign corporate entity and are planning to transfer your registration to Singapore.
The particular requirements and steps for applying for a Transfer of Registration are mentioned below.
The first step is to perform a search via BizFile before submitting your application to ensure if the company name you have shortlisted is available.
If you need detailed information regarding the selection of company name, please click here.
If a foreign corporate entity needs to apply for a transfer of registration, it must duly complete the “Application for Transfer of Registration under Section 358(1)” form in hard copy and then email the filled and completed application form along with all the required documentation to RSD_application@acra.gov.sg. You could download the application form from here (PDF, 492KB).
ACRA assists you and uploads the information submitted in this form to BizFile so that this application can be processed as an application via BizFile. Accordingly, the laws which are applicable to a lodgement via BizFile and the other terms and conditions of BizFile apply.
You would need the following information to duly fill up the form:
- The foreign corporate entity’s name in its place of incorporation and the correct date of registration in its place of incorporation
- Place of foreign corporate entity’s incorporation
- Foreign corporate entity’s registered official address in its place of incorporation
- Foreign corporate entity’s date of last financial year end
- Proposed corporate entity’s planned date of first financial year end post the transfer of registration
- Proposed corporate entity’s Financial Year Period
- Foreign corporate entity’s registered official address in Singapore
- Complete details of the proposed company officers, all the directors, and the shareholders
- Details of the share capital
- Complete details of the shareholders
You are required to submit the following supporting documents along with your application form:
- A certified copy of the company’s charter, statute, constitution or the memorandum or articles or any other instrument that constitutes or defines its constitution (if any), in its place of incorporation;
- The constitution by which the foreign corporate entity plans to be registered in Singapore;
- A certified copy of the certificate of the foreign corporate entity’s incorporation in its place of incorporation; or a document of similar effect
- If the application is filed by any corporate firm or a service provider, a declaration is needed with a title, “Declaration (Corporate Service Provider))” (in the application form) by the corporate firm or service provider
- If the application is filed by the proposed director or secretary, a declaration is needed with a title, “Declaration (Secretary)” (in the application form) by every proposed secretary of the company (if applicable)
- If the application is filed by a proposed director or secretary, a declaration is needed with the title, “Declaration (Director)” (in the application form) by every proposed director of the company
- Declaration should be titled, “Declaration (Lodger)” (in the application form) by the lodger
- Declaration should be in writing signed by all the directors or equivalent individuals of the foreign corporate entity:
- that the foreign corporate entity is a body corporate and it meets all the minimum requirements which are mentioned in regulation 7(1)(a) and (e) to (l) of the Companies (Transfer of Registration) Regulations 2017.
(a) they have formed the opinion that the foreign corporate entity meets all the minimum requirements which are mentioned in regulation 7(1)(b), (c) and (d) of the Companies (Transfer of Registration) Regulations 2017; or
(b) the foreign corporate entity satisfies the regulation 7(5) in that it intends to make an application to court under section 210(1), 211B(1), 211C(1), 211I(1) or 227B of the Companies Act, after the registration as a company under the Companies Act.
A fee of $1000, which is non-refundable, is to be paid for an application for Transfer of Registration.
A fee of $200, which is non-refundable, is to be paid for every application for Extension of Time under section 359(7), which is Part XA of the Companies Act.
These payments can be made via a cheque or Cashier’s Order that is issued by any local bank in Singapore and should be made payable to “Accounting and Corporate Regulatory Authority”.
You need to mail the cheque or the cashier’s order along with the application form to:
Registry Services Department
Accounting and Corporate Regulatory Authority
10 Anson Road #05-01/15
It could take anywhere up to two months from the date you submit all the required documentation, for processing the application for transfer of registration. This also includes the time that is required for referral to any other government agency for review or approval. For example, if the company intends to conduct any business activities, which involve establishing a private institute or school, then the application needs to be referred to the Ministry of Education.
The applicant would receive an email from ACRA regarding the status or outcome of the application. After the approval of the application, the entity is registered as a company limited by shares in Singapore.
Once the foreign corporate entity is successfully registered as a company in Singapore, a document that evidences deregistration of the foreign corporate entity in its place of incorporation has to be submitted within two months or 60 days after the date of registration.
If your application for transferring registration is successful, then a document to evidence deregistration in the place of incorporation should be submitted within two months or 60 days after the date of registration in Singapore.
If the entity needs more time for providing the document, which evidences deregistration in its place of incorporation, the entity could apply for an extension of time by submitting the following application titled, “Application for Extension of Time under Section 359(7)” form. You could download the application form from here (PDF, 34KB).
The Registrar can revoke the registration of the entity or company if by chance the document is not submitted within the time frame of 60 days post the date of registration, or within any such longer period as the Registrar has approved.
Companies or entities should also register their pre-existing charges with ACRA in a time frame of one month or 30 days after the date of registration. Companies need to deliver new share or debenture certificates to their respective holders within a time frame of 60 days after the date of company registration.
Share warrants which are issued before the date of registration are null and void. In addition, if the foreign corporate entity has been registered as a foreign company under the Companies Act prior to re-domiciliation, the foreign company registration will come to an end.
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