Foreign corporate entities may now apply to transfer their registration to Singapore (inward re-domiciliation). A foreign corporate entity that re-domiciles to Singapore will become a Singapore company and is required to comply with the Companies Act, just like any other Singapore-incorporated company. Re-domiciliation will not affect the obligations, liabilities, properties or rights of the foreign corporate entity.
For more information on the inward re-domiciliation regime in Singapore, please click here.
How to apply?
You may wish to first conduct a search via BizFile+ to find out if the proposed company name is available prior to submitting your application. Prior to the Transfer of Registration application being approved for submission, the company should reserve the proposed name indicated in the application form, to ensure the availability of this name for the Transfer of Registration application.
For more information on the selection of company name, please click here.
To apply for transfer of registration, a foreign corporate entity must complete the hard copy “Application for Transfer of Registration under Section 358(1)” form and attach the completed application form i.e. in PDF format and make payment via www.bizfile.gov.sg> eServices> General Lodgement and select under Category- 'Business Entity Related' followed by Type of Document- 'Transfer of Registration'.
The application form can be found here (PDF, 278KB).
You will require the following information to fill up the form:
- 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
- Proposed company’s intended date of first financial year end after transfer of registration
- Proposed company’s Financial Year Period
- Foreign corporate entity’s registered office address in Singapore
- Particulars of proposed company officers/ directors/ shareholders
- Share capital details
- Details of shareholders
You will need to submit in PDF format the following supporting documents together with your application:
- 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, and it should not include details of subscribers and the number of shares taken by subscribers [section 22 of the Companies Act read with Regulation 8 of the Companies (Transfer of Registration) Regulations 2017];
- 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
- If application is filed by a corporate service provider, a declaration titled “Declaration (Corporate Service Provider))” (in the application form) by the corporate service provider
- If application is filed by proposed director/secretary, a declaration titled “Declaration (Secretary)” (in the application form) by each proposed secretary of the company (if applicable)
- If application is filed by proposed director/secretary, a declaration titled “Declaration (Director)” (in the application form) by each proposed director of the company
- Declaration titled “Declaration (Lodger)” (in the application form) by the lodger
- Declaration in writing signed by all the directors or equivalent persons of the foreign corporate entity (contents of declaration must follow the wordings below):
- 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.
- that they have formed the opinion that the foreign corporate entity meets the minimum requirements mentioned in regulation 7(1)(b), (c) and (d) of 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, an application to court under section 210(1), 211B(1), 211C(1), 211I(1) or 227B of the Companies Act.
A fee of $1000 (non-refundable) for application for Transfer of Registration.
A fee of $200 (non-refundable) for each application for Extension of Time under section 359(7), Part XA of the Companies Act. The payment details and instructions are indicated in the PDF application forms.
It may take up to 2 months from the date of submission of all required documentation, to process the transfer of registration application. This includes the time required for referral to another government agency for approval or review. For example, if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
Please click here for more information on Referral Authorities.
The applicant will receive an email from ACRA on the outcome of the application. Upon approval of the application, the entity will be registered as a company limited by shares in Singapore.
Once the foreign corporate entity is registered as a company in Singapore, a document evidencing deregistration of the foreign corporate entity in its place of incorporation must be submitted within 60 days after the date of registration.
Application for Extension of Time to submit document
If the application to transfer registration is successful, a document to prove the deregistration in the place of incorporation must be submitted within 60 days after the date of registration in Singapore.
If the company requires more time to provide the document, the company may apply for an extension of time by submitting the "Application for Extension of Time under Section 359(7)". Please download the form from 'Downloads' section below.
Each application costs $200 (non-refundable) and is valid for 60 days. All applications are subjected to approval.
The Registrar may revoke the registration of the company if the document is not submitted within 60 days after the date of registration, or within such longer period as the Registrar has approved.
Things to note:
Companies should also register their pre-existing charges with ACRA within 30 days after the date of registration. Companies should deliver new share/debenture certificates to their holders within 60 days after the date of registration.
Share warrants issued before the date of registration are void. Additionally, if the foreign corporate entity was registered as a foreign company under the Companies Act before re-domiciliation, the foreign company registration will cease.