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.
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.