In a public consultation exercise which ran from 26 October to
16 November this year, the Ministry of Finance
("MOF") and the Accounting and Corporate
Regulatory Authority ("ACRA") sought
feedback from the public in relation to proposed amendments to the
Companies Act of Singapore (Cap.50) ("
CA") to introduce an inward re-domiciliation
regime ("Proposed Regime"). The Proposed
Regime will allow a corporation incorporated in another
jurisdiction to transfer its registration to Singapore while
retaining its identity and history.
The purpose is to encourage and facilitate the relocation by
foreign corporation s of their global or regional headquarters to
Singapore. Currently, jurisdictions such as Australia, Canada, New
Zealand and Ireland already have re-domiciliation regimes. A
popular reason why a company would want to seek re-domiciliation
from its original jurisdiction is that the new host jurisdiction
offers a more favourable regulatory environment. Other reasons
would include financial or fiscal incentives and improved access to
international financial and capital markets. The present proposal
by MOF and ACRA is therefore aimed at enhancing Singapore's
competitive position as an international business and financial
This update summarises the key proposals.
The Key Proposals
Opportunities for businesses
Entities which may apply for transfer of
Besides a body corporate that is incorporated outside Singapore,
it has been proposed, amongst other things, that the
Proposed Regime be available to other types of foreign entities
that meet the following criteria:
A minimum size based on the criteria for a small company and
small group as currently set out in the Thirteenth Schedule of the
The laws of the original jurisdiction must permit
The relevant laws of the original jurisdiction must be complied
A solvency statement must be provided by the foreign
A foreign entity which is able to fulfil the requirements under
the Proposed Regime may then apply for registration with ACRA.
Streamlined process of transfer of registration
Under the Proposed Regime, the first step to transfer a
registration will be an application to ACRA by the foreign entity.
The foreign entity will have to furnish ACRA with information and
documents such as particulars of its registered office, its name in
its original jurisdiction and a certified copy of its certificate
of incorporation in its original jurisdiction. If all is in order,
a notice of transfer of registration will be issued. Upon payment
of a prescribed fee and the application of the foreign entity, a
certificate of transfer of registration will subsequently be
issued. Lastly, the foreign entity must submit to ACRA a document
evidencing de-registration in is original jurisdiction in order to
complete the process.
One obvious benefit to foreign entities that avail themselves of
this re-domiciliation regime is that the transfer of registration
does not create a new legal entity, and as such would not affect
its continuity as a body corporate or any of its existing property,
rights or obligations.
Application of the CA to the re-domiciled entity
Under the Proposed Regime, upon successful registration of the
foreign entity with ACRA, the foreign entity will be deemed a
"company" as defined under Section 4(1) of the CA, and be
subject to all the provisions which apply to companies under the CA
(save for Section 144 of the CA, for which a 3-month grace period
The consultation period has now closed, and it is expected that
MOF and ACRA will in due course publish their responses to the
feedback received and announce a more definitive timeline within
which these important statutory changes will take effect.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The Ministry of Corporate Affairs ("MCA") vide Notification1 dated December 7, 2016 had notified various provisions of the Companies Act, 2013 (hereinafter referred as "CA 2013") which have come into force with effect from December 15, 2016.
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