SINGAPORE – Inward Re-domiciliation Regime

The Singapore Companies (Amendment) Act 2017 (“Companies Act”) has introduced an inward re-domiciliation regime in Singapore, to allow foreign corporate entities to transfer their registration to Singapore.  The regime took effect from 11 October 2017.

 

WHAT IS RE-DOMICILIATION?

Re-domiciliation is a process whereby a foreign corporate entity transfers its registration from its original jurisdiction to a new jurisdiction. E.g. foreign corporate entities may relocate their regional and worldwide headquarters to Singapore and still retain their corporate history and branding.

 

WHAT ARE THE EFFECTS OF TRANSFER OF REGISTRATION?

A foreign corporate entity that re-domiciles to Singapore will become a Singapore company and be required to comply with the Companies Act like any other Singapore incorporated company.

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 by the foreign entity or its continuity as a body corporate; and
  • affect legal proceedings by or against the foreign corporate entity.

 

WHAT ARE THE REQUIREMENTS FOR TRANSFER OF REGISTRATION?

(a) Size criteria

The foreign corporate entity must meet any two (2) of the below:-

  • 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;
  • the foreign corporate entity has more than 50 employees.

(b) Solvency criteria

  • there is no ground on which the foreign corporate entity could be found to be unable to pay its debts;
  • the foreign corporate entity is able to pay its debts as they fall due during the period of 12 months after the date of the application for transfer of registration;
  • the foreign corporate entity is able to pay its debts in full within the period of 12 months after the date of winding up (if it intends to wind up within 12 months after applying for transfer of registration);
  • the value of the foreign corporate entity’s assets is not less than the value of its liabilities (including contingent liabilities.

(c) The foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation;

(d) The foreign corporate entity has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation;

(e) The application for transfer of registration is —

  • not intended to defraud existing creditors of the foreign corporate entity; and
  • made in good faith; and

(f)  There are other minimum requirements such as the foreign corporate entity is not under judicial management, not in liquidation or being wound up etc.

The application for transfer of registration is not intended to defraud existing creditors of the foreign corporate entity; and must be made in good faith.