How to Re-domicile a Foreign Company to Singapore

As stated in the Companies Act, it is possible to transfer your registered business from your original jurisdiction to Singapore. You can do so through an inward re-domiciliation regime. So, other than registering a subsidiary or branch, you can now choose to be re-domicile and incorporate in Singapore. However, there are still minimum requirements that a foreign entity must meet to apply for such an option.

What is re-domiciliation?

Re-domiciliation is the process by which a business entity transfers its registration from the original jurisdiction to a new jurisdiction. With the enactment of the re-domiciliation regime in 2017, under Section XA of the Companies Act and Companies (Transfer of Registration) Regulations 2017, foreign companies are now allowed to re-register as Singapore companies.

While it has similarities to incorporating a company in Singapore, re-domiciling to the city-state is different from setting up a subsidiary or branch.

When you establish a subsidiary, you will have two separate companies: the parent company and the Singapore subsidiary. In particular, a subsidiary is a legal entity separate from the shareholding parent company and is governed by Singapore laws. Meanwhile, the holding company is still considered a foreign company regulated by the foreign jurisdiction laws.

On the other hand, when you re-domicile your company to Singapore, the company can be transformed into a Singapore-incorporated company. Therefore, it becomes a resident company, primarily regulated under Singapore laws. All rights and obligations of the applying foreign business will then be transferred to only one Singapore entity that is re-domiciled.

Benefits of re-domiciliation to Singapore

Some benefits foreign companies can get from re-domiciling to Singapore are:

1. Pro-business environment

Re-domiciling your company to Singapore means you can take advantage of the city-state’s political stability, stable legal structure, and highly skilled workforce. Known for its pro-business legislation and robust regulatory regime, Singapore is a global business hub that attracts both businesses and investors alike.

2. Minimized disruption

The new inward re-domiciliation regime gives you more options. Instead of having to do shareholding, directorship, and paid-up capital, you can have the possibility of enjoying minimized operational disruption as your company makes its switch. 

3. Greater flexibility

Whatever your reasons for transferring your foreign entity to Singapore, you can enjoy greater flexibility, such as preserving your corporate history, branding, and identity, which are extremely important to foreign companies that have been in operations for many years.

Furthermore, re-domiciliation is an option of convenience and time-saving since it could be costly and incredibly time-consuming to undertake the long process of dissolving a business entity in a foreign jurisdiction and then registering a new company in Singapore.

Other benefits:

• Re-domiciliation allows a foreign company to leverage Singapore’s Free Trade Agreement memberships and its favorable tax system for businesses.
• Re-domiciliation to Singapore expresses the commitment of a foreign company to incorporate in the city-state.
• Re-domiciliation transfers all the rights and liabilities of a foreign business over to only one re-domiciled Singapore entity, eliminating the need for contract assignment within the same corporate group in case of registering a subsidiary.

Eligibility criteria for transfer of registration

To be eligible for re-domiciliation to Singapore, a foreign entity must be a body corporate that can adapt its legal structure to a company limited by shares structure under the Companies Act. In addition, it must meet certain prescribed requirements, and its application will be subject to the Registrar’s approval.

Size criteria

The foreign corporate entity must meet two of the following criteria:

• the value of the foreign corporate entity’s total assets exceeds S$10 million;
• the annual revenue of the foreign corporate entity exceeds S$10 million; or
• the foreign corporate entity has more than 50 employees.

Solvency criteria

All of the following criteria must be met:

• under no circumstances can a foreign entity be proven unable to pay its debts;
• the foreign entity must guarantee its ability to pay debts that are due for the next 12 months after the date of the re-domicile application;
• the foreign entity must be able to pay the debt in full within 12 months after the closing date (it may occur within the next 12 months after the re-domicile application); and
• the total value of the foreign entity’s assets is greater than the value of its liabilities, including contingent liabilities.

Other requirements:

• The foreign corporate entity must be authorized to transfer its incorporation under the law of its place of incorporation.
• The foreign corporate entity has complied with the law requirements of its place of incorporation concerning the transfer of its incorporation.
• The application for transfer of registration must be made in good faith and not be intended to defraud existing creditors of the foreign corporate entity.
• As of the date of the application, the foreign corporate entity’s first financial year-end at its place of incorporation must have passed.
• The foreign corporate entity must not be under judicial management, liquidation, wound up, etc.

Documents required to re-domicile your company to Singapore

As a leading specialist in Singapore company registration, Biz Atom can assist you with the re-domiciliation of your foreign corporate entity to Singapore.  Please, provide us with the following information and documents so we can proceed with the next steps accordingly:

• name of foreign corporate entity in its place of incorporation and the date of registration in its place of incorporation;
• place of incorporation of the foreign corporate entity;
• foreign corporate entity’s registered office address in its place of incorporation;
• date of foreign corporate entity’s last financial year-end;
• foreign corporate entity’s registered office address in Singapore;
• particulars of proposed company officers/ directors/ shareholders; 
• share capital details;
• a certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation;
• a certified copy of the certificate of incorporation of the foreign corporate entity in its place of incorporation (or equivalent documents); and
• a written declaration signed by all directors of the foreign entity guaranteeing that the entity satisfies all the minimum requirements (as discussed above or in Section 7(1) of the Companies (Transfer of Registration) Regulations 2017).

Note that any non-English documents must be translated into English.

Steps to re-domicile your company to Singapore

After you have met all the above requirements, you can start the process of applying for re-domicile to Singapore as follows:

Step 1 – Submit your request

You can submit a request and upload all required documents to Biz Atom’s online portal. Upon receipt of your company details, we will:

• Conduct a compliance review on particulars of shareholders and directors
• Check the availability of your proposed company name
• Follow up with you to clarify questions (if any) and provide suggestions accordingly

Step 2 – Make the payment

We will start with preparing the incorporation documents upon receipt of payment for services as reflected in the invoice. We accept cash, check, telegraphic transfers, and credit card payments.

After payment and submission of all required documents, ACRA usually takes a maximum of two months to process applications for re-domicile to Singapore. The processing time includes the time needed for further review to obtain approval from other government agencies.

Step 3 – De-register the incorporation in the original jurisdiction

You will receive the outcome via email. Upon the application approval, your entity will officially be registered as a company limited by share in Singapore. At this point, your company should also register its pre-existing charges with ACRA within 30 days and deliver new certificates of shares or debentures to its holders within 60 days (which we will inform you of).

Furthermore, your newly re-domiciled company will have to submit evidence showing de-registration of its former incorporation in the original jurisdiction within 60 days. You can extend the period for another 60 days by submitting an Application for Extension of Time.

Effects of transfer of registration

The re-domiciled company will become a Singapore company and, therefore, has to comply with Singapore laws. However, re-domiciliation does not:

• create a new legal entity;
• prejudice or affect the identity of the body corporate constituted by the foreign entity or its continuity as a body corporate;
• affect the obligations, liabilities, property rights, or proceedings of the foreign corporate entity; and
• affect legal proceedings by or against the foreign corporate entity.

An Alternative Option for Re-domiciling to Singapore

There is no legal provision for re-domiciling a Singapore company outward to another foreign jurisdiction. In addition, the re-domiciliation process is sometimes quite complicated because foreign companies also have to comply with legal provisions for the transfer of registration overseas in their original jurisdictions. For example, it may be liable for stamp duty if the transfer is considered a sale of shares under local law. So, to ensure the process is successful later, foreign companies may need a lot of legal advice.

An alternative option, in this case, is to establish a private limited liability company in Singapore. These companies can operate independently of their foreign companies, although they may require more human and financial resources to run the two companies separately in two different jurisdictions.

Final thoughts

Overall, with the introduction of Singapore’s inward re-domiciliation regime in 2017, foreign companies can now transfer their overseas company registrations to Singapore. However, they must meet some minimum requirements, especially regarding size and solvency, along with other legality requirements mentioned above.

If you have any further questions about the process of incorporating a company in Singapore or any related questions, please contact us. Our expert will respond in no time!

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