Foreign Company Re-domiciliation to Singapore
Re-domiciliation to Singapore
Re-domiciliation to Singapore is a process whereby a foreign corporate entity transfers its registration from its original jurisdiction to the jurisdiction of Singapore.
The key advantage of re-domiciliation is that the entity can conserve its corporate history and branding after it morphs into a Singapore entity.
Do note that a foreign corporate entity that re-domiciles to Singapore is required to comply with the Companies Act, just like any other Singapore-incorporated company.
Also, re-domiciliation to Singapore does not create a new legal entity. It does not affect the obligations, liabilities, properties or rights of the foreign corporate entity. Legal proceedings by or against the foreign corporate entity are not affected as well.
Rikvin is Singapore’s leading specialist in Singapore company registration. You can engage Rikvin to assist you with the re-domiciliation of your foreign corporate entity to Singapore.
Eligibility for Re-domiciliation to Singapore
- To be eligible for transfer of registration, foreign entities must be able to adapt their legal structure to the ‘companies limited by shares structure’, according to the provisions of the Singapore Companies Act.
- Transfer of registration is only allowed if the foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation. Moreover, it’s important that the entity has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation.
- The application for transfer of registration must not be intended to defraud existing creditors of the foreign corporate entity; and must be made in good faith.
- There are other minimum requirements such as the foreign corporate entity is not under judicial management, not in liquidation or being wound up etc.
- There is detailed size and solvency criteria to be met for transfer of registration:
Size Criteria for Re-Domiciliation to Singapore
The foreign corporate entity must meet any two 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.
Notably, when the applicant is a parent company, the size criteria will be assessed on a consolidated basis (even if the subsidiaries are not applying to transfer their registration to Singapore).
Whereas, if the applicant is a subsidiary, the size criteria applies on a single entity basis. Alternatively, a subsidiary meets the size criteria if the parent (Singapore-incorporated or registered in Singapore through a transfer of registration) meets the size criteria.
Parent and subsidiary may apply for transfer of registration at the same time. The subsidiary’s application will be assessed after the parent’s application is assessed.
Solvency Criteria for Re-Domiciliation to Singapore
- 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).
Singapore Company Registration Requirements for Singapore Companies
- At least 1 shareholder (100% Foreign shareholding is permitted and the shareholder can be either an individual or a corporate entity)
- At least one local resident director (This can be a Singapore Citizen, Singapore Permanent Resident or Employment Pass holder. Nominee directors are permitted for this purpose)
- At least 1 local resident company secretary
- Minimum initial paid-up share capital of S$1.00
- A local registered address
Rikvin can help you
- Transfer the registration of your foreign corporate entity to Singapore and provision of a Singapore resident company secretary
- With the provision of a Singapore resident director: Via the Nominee Director Service, we can provide you with a local resident director on a temporary basis until you have secured an Employment Pass and can fulfil that role. We will transfer the local directorship to you once you secure your Employment Pass.
- Apply for the Employment Pass for you or your employees.
Transfer of registration and Employment Pass application can be processed without you having to be in Singapore.
- name of foreign corporate entity in its place of incorporation and the date of registration in its place of incorporation
- place of incorporation of 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
- details of shareholders
Required Transfer of Registration Documents
The following documents/information are/is required for the transfer of registration of a foreign corporate entity to Singapore:
- 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;
- the constitution by which the foreign corporate entity proposes to be registered in Singapore;
- a certified copy of the certificate of incorporation of the foreign corporate entity in its place of incorporation; or a document of similar effect to the certificate of incorporation of the foreign corporate entity in its place of incorporation
- declaration in writing signed by all the directors or equivalent persons of the foreign corporate entity that the foreign corporate entity is a body corporate and meets the minimum requirements mentioned in regulation 7(1)(a) and (e) to (l) of the Companies (Transfer of Registration) Regulations 2017
- another declaration in writing signed by all the directors or equivalent persons of the foreign corporate entity that they have formed the opinion that the foreign corporate entity meets the minimum requirements mentioned in the Companies (Transfer of Registration) Regulations 2017; or that the foreign corporate entity satisfies regulation 7(5) in that it intends to make, upon registration as a company under the Companies Act
All documents must be in English and any non-English documents must be translated into English.
Step 1 – Submit Your Request and Provide Foreign Company Entity’s Place of Incorporation Details
Upon receipt of your company details, we will:
- Conduct compliance review of the shareholders and directors
- Check your proposed company’s name availability.
- Follow up with you to clarify queries (if any) and advise accordingly.
- Send you an invoice for our services.
Step 2 – Make Payment for Singapore Company Incorporation
We will commence with the preparation of incorporation documents upon receiving the payment for services as reflected in the invoice. We accept payment via cash, cheque, telegraphic transfer and credit card (Admin surcharges apply).
You will then have to sign the incorporation documents either in Singapore before us or before Notary Public if you are overseas.
Step 3 – Incorporate Company and Introduction to Banks
Upon the signing of the incorporation documents, we will proceed with the registration of your company with Accounting and Corporate Regulatory Authority of Singapore (ACRA).
Once the company has been incorporated, we will introduce you to banks for the opening of your corporate account. Please note that the bank account opening is subject to bank KYC .
Re-domiciliation to Singapore
Our service for transfer of registration to Singapore includes:
- Name check and reservation
- Preparation of memorandum & articles of the company
- Preparation of registration forms
- Professional & Filing Fees
- E-Certificate of incorporation
- Preparation of compliance corporate kit, including corporate seal, share certificates, register and minutes book
- Minutes of first board meeting
- Resolution to open a bank account
Singapore Companies Act requires all Singapore Companies to appoint a Company Secretary to handle on-going Statutory Compliance Matters.
We will act as your company secretary and this service includes:
- ACRA Compliance Alert & Reminders
- Named Company Secretary registered with ACRA for 12 months
- Maintaining the statutory books, preparation of all relevant minutes for Directors’ and Shareholders’ meetings.
Provision of Nominee Director for 2 months
- Temporary Local Nominee Director Service is required until your Employment Pass is approved.
- Note: To provide this service, we also require an additional S$2,000 refundable security deposit which will be returned to you upon approval of your employment pass.
Registered Office Address
The Companies Act requires all Singapore incorporated entities to have a Singapore-based registered address.
- All Singapore Companies require a local registered address for official communication.
- Rikvin can provide a prestigious address if you don’t have one.
- If this option is terminated prematurely, any unused amount is refunded on a pro-rated basis.
Employment Pass Filing
The Employment Pass is for the professional or business man who has the relevant skill or experience and a recognised diploma/degree from a reputable university.
Our service includes the following:
- Application of Employment Pass onLine (EPOL) with the Ministry of Manpower (MOM). Online submissions are approved 50% faster compared to manual filing.
- Development, compilation and submission of required documents.
- Status tracking with Ministry of Manpower.
- Follow-up with authorities for all required clarifications.
* All our employment pass filing is done online and not manual filing. This will cut the approval process time by half.
Dependant Pass Application
- Dependant Pass (DP) Application Processing
- Online filing for faster results
- Status tracking with Ministry of Manpower
- Follow Up Liaising with authorities in case of any clarifications required
Ready to re-domicile to Singapore?
We make your re-domiciliation process simple. Foreign companies rely on us to re-domicile and transfer registration of their foreign entities to Singapore entities. You should too.