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.
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.
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:
(a) Size criteria
The foreign corporate entity must meet any two (2) of the below:-
(b) Solvency criteria
(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 —
(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.