Foreign Company Re-domiciliation to Singapore

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

  1. 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
  2. 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
  3. 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
  4. Other prerequisites include that the foreign corporate organization is not under judicial control, not being in liquidation, winding up, etc.
  5. 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

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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