Foreign Company Re-domiciliation to Singapore

Re-domiciliation to Singapore

A foreign business organization can transfer its registration from its current jurisdiction to Singapore through a procedure known as “re-domiciliation to Singapore.” Re-domiciliation has the major benefit of preserving company history and branding once the entity changes into a Singapore firm.

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Re-domiciliation eligibility in Singapore

According to the rules of the Singapore Companies Act, foreign businesses must be able to modify their legal structure to the “companies limited by shares structure” to be qualified for transfer of registration
Only foreign corporate entities that are permitted to transfer their incorporation under the laws of their place of incorporation are permitted to transfer their registration. Concerning the transfer of its incorporation, it is also crucial that the company has met the legal requirements of its place of formation
The application for transfer of registration must be filed in good faith and without the intent to deceive the foreign business entity’s current creditors
Other prerequisites include that the foreign corporate organization is not under judicial control, not being in liquidation, winding up, etc.
For the transfer of registration, specific size and solvency requirements must be satisfied

Size Requirements for Singapore Re-domiciliation

The foreign corporation must fulfill any two of the following conditions:

The total assets of the foreign corporate entity are worth more than $10 million
The annual income of the foreign corporate entity is more than $10 million
More than 50 workers are working for the foreign corporate entity

Notably, even if the subsidiaries are requesting to transfer their registration to Singapore, the size criterion will be evaluated on a consolidated basis where the applicant is a parent company. i.e The size criteria applies to a subsidiary on a single entity basis. A subsidiary meets the size criteria if the parent (Singapore-incorporated or registered in Singapore through a transfer of registration) meets the size criteria.

Both the parent and the subsidiary may submit a single registration transfer application. After the parent’s application has been evaluated, the subsidiary’s application will be evaluated.

Solvency Requirements for Singapore Re-domiciliation

There is no basis upon which the foreign multinational corporation could be found to be incapable of paying its debts
The foreign corporate entity is capable of paying its debts as they become due within the first 12 months following the application for transfer of registration
The foreign corporate entity can pay its debts in full within the first 12 months following the winding up if it aims to wind up within the first 12 months following the application for transfer of registration
The value of the assets of the foreign business entity is more than the value of its liabilities (including contingent liabilities)

Requirements for Singapore Company Registration for Singapore Companies

There must be at least one shareholder, who may be either an individual or a corporation and may own 100% of the foreign shares
A minimum of one resident director may be either a Singaporean citizen, a Singaporean permanent resident, or the bearer of an employment pass. Director nominees are accepted for this use.)
One or more local business secretaries
S$1.00 is the minimum first paid-up share capital
A Singapore registered office

Please send us the following data and files for re-domiciling in Singapore so we may move on with the necessary steps:

Place of Incorporation of Foreign Corporate
Entity Name of Foreign Corporate
Date of Registration
Address of the proposed company’s proposed officers, directors, and shareholders
Share capital information
Date of the proposed company’s last financial year-end
Address of the proposed company’s registered office in Singapore

* If the foreign corporate entity is listed – minimally, the particulars of the single largest shareholder must be provided

Required Transfer of Registration Documents

The transfer of registration of a foreign business organization to Singapore requires the following information/documents:

A certified copy of the foreign corporate entity’s certificate of incorporation in its place of incorporation
A document with similar legal force to the foreign corporate entity’s certificate of incorporation or any other document that defines or defines its charter, statute, constitution, memorandum of articles, or other governing document (if any) in the foreign corporate entity’s place of incorporation
A written declaration made by all the foreign corporate entity’s directors or equivalent individuals stating that the foreign corporate entity is a body corporate and satisfies the requirements listed in regulation 7(1)(a) and (e) to (l) (shud be 7(1)(b) (c) and (d) ) of the Companies (Transfer of Registration) Regulations 2017
Written declaration made by all the foreign corporate entity’s directors or equivalent individuals stating that they have concluded that the foreign corporate entity is a body corporate

Any non-English documents should be translated into English, and all documents must be in English.

Step 1: Send Your Application and Provide the Place of Incorporation for the Foreign Company Entity Details

Once we get your company’s information, we will:

Examine the directors’ and shareholders’ compliance
Make sure the name of your prospective firm is available
Follow up with you to address any questions (if any) and provide pertinent advice
Send you a bill for our services

Step 2: Pay for the incorporation of a Singaporean company

When the invoiced amount for the services is received, we shall start drafting the paperwork necessary for incorporation. We take payments made using credit cards, bank transfer, cash, checks, and telegraphic transfers (Admin surcharges apply).

The incorporation paperwork must be signed in front of us in Singapore or certified by a Notary General if you are outside Singapore.

Step 3: Establish a Company and Introduce Yourself to Banks

We will begin registering your business with Singapore’s Accounting and Business Regulatory Authority once the incorporation forms have been signed (ACRA). We will put you in touch with banks to open your corporate account when the company has been incorporated. Please be aware that creating a bank account is subject to bank KYC.

Re-domiciliation to Singapore

Our transfer of registration service to Singapore comprises the following

Identification and reservation
Preparation of the company’s memorandum and articles
Creating registration documents
Filing and professional fees
E-Incorporation Certificate
Assembling a corporate compliance package with the corporation seal, share certificates, register, and minutes book
First board meeting minutes
The decision to establish a bank account

Business Secretarial

According to the Singapore Companies Act, each Singapore company must choose a company secretary to oversee ongoing statutory compliance issues. As your corporate secretary, we will provide the following services:

Compliance Alert & Reminders for ACRA
Named Company Secretary; twelve-month ACRA registration
Maintaining the statutory books and creating the necessary minutes for meetings of directors and shareholders

Two months’ worth of nominee director’s services

Meanwhile, it would help if we served as a temporary local nominee director until your employment pass is issued
Please note that to provide this service, we also need a S$2,500 refundable security deposit, which will be refunded to you after your job pass has been approved

Address for Registered Office

All Singapore-incorporated entities are required by the Companies Act to have a registered address in Singapore.

All Singaporean corporations are required to have a local registered address for business correspondence
We can give you one if you do not have an appropriate address

Filing for Employment Pass

The professional or businessman with the necessary knowledge, experience, and a recognized certificate or degree from a respectable university qualifies for an employment pass.

We provide the following services:

Employment Pass Online (EPOL) application with the Ministry of Manpower (MOM)
Creation, gathering, and submission of necessary papers
Monitoring status with the Ministry of Manpower
Follow up with the authorities to get any explanations that are needed

Dependent Pass Request

Holders of an Employment Pass or EntrePass work permit may apply for a Dependent Pass visa for their spouse and any unmarried children under the age of 21.

Processing of Dependent Pass (DP) Applications
Online filing for quicker outcomes
Monitoring progress with the Ministry of Manpower
Follow-Up Coordinating with authorities when clarifications are needed

Be aware that, like any other Singapore-incorporated company, a foreign corporate entity that re-domiciles to Singapore must abide by the Companies Act. Re-domiciling in Singapore does not also establish a new legal company. It has no bearing on the foreign business entity’s duties, liabilities, assets, or rights. Additionally, legal actions taken by or against the foreign business body are unaffected.

Company Formation in Singapore - FAQ

Does a foreigner need to visit Singapore to establish a company?

No, you do not have to be physically present in Singapore to set up a company.

What are the key requirements for setting up a Singapore company?

A company needs to have at least one shareholder who can be a local or foreign individual or company
At least one of the directors must be a natural person, above the age of eighteen years old, and a resident of Singapore
A shareholder who is a natural person can also be a director of the company
A qualified company secretary has to be appointed. The secretary must be a resident of Singapore
Company must have a physical, local address in Singapore
The company must have a paid up capital of at least $1

What are the minimum and maximum number of shareholders a company can have?

A Singapore Private Limited Company (LLC) registration requires at least 1 shareholder. A Private Limited Company can have a maximum of 50 shareholders.

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