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Amendment to Companies Act 2017

Background

To ensure Singapore's corporate regulatory regime continues to stay robust and supports Singapore’s growth as a global hub for businesses and investors, the Ministry of Finance (MOF) and ACRA conducted a review of the Companies Act in 2016. This review culminated in the Companies (Amendment) Bill 2017 and Limited Liability Partnerships (Amendment) Bill which were passed in Parliament on 10 Mar 2017.

Among the key amendments was the introduction of an inward re-domiciliation regime in Singapore with effect from 11 October 2017. This regime allows foreign corporate entities to transfer their registration to Singapore.

What is re-domiciliation?

The Companies (Amendment) Act 2017 has introduced an inward re-domiciliation regime in Singapore, to allow foreign corporate entities to transfer their registration to Singapore (e.g. foreign corporate entities that may want to 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 will not affect the obligations, liabilities, properties or rights of the foreign corporate entities.

Requirements

The minimum requirements for transfer of registration are:

(a) Size criteria – The foreign corporate entity must meet any 2 of the below:

(i) the value of the foreign corporate entity’s total assets exceeds S$10 million;

(ii) the annual revenue of the foreign corporate entity exceeds S$10 million;

(iii) the foreign corporate entity has more than 50 employees;

(b) Solvency criteria:

(i) there is no ground on which the foreign corporate entity could be found to be unable to pay its debts;

(ii) 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;

(iii) 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);

(iv) 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 —

(i) not intended to defraud existing creditors of the foreign corporate entity; and

(ii) 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.

Name:

Salutation:

Sir Madam

Regions: