Transferring a foreign entity's registration (re-domiciliation)

Size

You must meet any two of the following:

• Total assets: Be valued over S$10 million

• Annual revenue: Be valued over S$10 million

• Employees: Have more than 50 employees

Financial health

To prove financial stability, your foreign corporate entity must:

• Have no grounds on which it could be found unable to pay its debts

• Be able to pay its debts as they fall due during the 12 months after applying for transfer of registration

• Be able to pay its debts in full within 12 months after the date of winding up (if it intends to wind up within 12 months after applying for transfer of registration)

• Have value of assets not less than value of liabilities (including contingent liabilities)

• Not be under judicial management, in liquidation, being wound up, or subject to any similar proceedings

Legal

The foreign corporate entity:

• Is authorised to transfer its incorporation under the law of its place of incorporation

• Has made the application in good faith and does not intend to defraud existing creditors

• Has passed its first financial year end at its place of incorporation

• Has complied with requirements of the law of its place of incorporation in relation to the transfer of incorporation

Fees (non-refundable)

$985

Processing time

40 working days from complete submission. This may include extra reviews from referral authorities.

Choose a business name

Some names require extra approval by referral authorities. If such approval is required, it may extend the processing time by up to 15 working days.

Reserve a business name for your company

You need to reserve your business name before submitting the transfer of registration.

Under the "Company Type" section in your name application, please select either "Private" or "Public" company limited by shares in order to apply for transfer of registration.

Prepare required information

Gather these details for your application:

• Details of the approved business entity name application

• Name of foreign corporate entity in its place of incorporation 

• 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  

• Proposed company’s registered office address in Singapore  

• Details of directors, officers, and shareholders (eg. Name and identification number)

• Share capital information (eg. Number of shares issued and paid-up share capital)

Certify supporting documents at least four months before you apply (unless you have ACRA approval)

You need to prepare:

• Certificate of incorporation certified as a true copy by an official who holds the original document and has a role equivalent to ACRA in your company's jurisdiction

• Copy of the company constitution from the jurisdiction certified as a true copy by any of these persons:
  

  • Official who holds the original document and has a role equivalent to ACRA in your company's jurisdiction

  • Notary public

  • Director, manager or secretary of your foreign company by affidavit (or by statutory declaration if your company was formed within the Commonwealth)

  • Registered qualified individual who will lodge your registration documents and has verified your constitution's authenticity

Translate and certify non-English documents, if any

You must provide a certified English translation for any document not written in English.

Translations made outside Singapore must be certified by one of these officials:

• Official who holds the original document and has a role equivalent to ACRA in your company's jurisdiction

• Notary public or sworn translator in your company's jurisdiction

• Singapore consular officer in your company's jurisdiction

Translations made within Singapore must be certified by a person approved by ACRA.

Prepare audited financial statements (FS) of the last financial year indicated in your re-domiciliation application form

Depending on your foreign corporate entity type, include the FS.

Standalone company or subsidiary:

• Audited standalone FS of the company

Parent company:

• Audited standalone FS of the company (if not available, provide unaudited standalone management accounts)

• Consolidated audited FS (if not available, provide the audited FS of the larger subsidiary and organisation structure)

Subsidiary (with a Singapore parent entity) or subsidiary re-domiciling with its parent:

• Audited standalone FS of the company (if not available, provide unaudited standalone management accounts)

• Consolidated audited FS of the parent (if not available, provide the consolidated audited FS of the parent’s larger subsidiary and organisation chart)

Prepare supporting documents

Prepare these documents in PDF format for your registration:

• Proposed Singapore constitution for the company

• Declarations by the following persons, where applicable:

  • Corporate service provider

  • Proposed secretary

  • Proposed director

  • Proposed lodger

  • Foreign entity directors

After you apply

Wait for ACRA's email
ACRA will email you the outcome of your application.

After approval:

• Your business will be registered as a company limited by shares in Singapore (Pte Ltd).

• A certificate confirming registration of transfer will be sent to you.

Within 30 days

Register any existing charges (loans, mortgages) with ACRA.

Within 60 days

Complete these tasks:

• Submit proof through Bizfile General Lodgement that your business was deregistered in its jurisdiction.

• Issue new Singapore share and debenture certificates to holders.

If you need more time to submit your proof of deregistration

Follow our step-by-step guide to apply for an extension of time if you are unable to meet the 60-day deregistration deadline.

• Fee: $200 per application (non-refundable)

• Processing time: Immediate

• Extension period: 60 days per extension

• When to apply: Before your current deadline

• What to prepare: Unique entity number (UEN) and reason for extension

Note: ACRA may cancel your Singapore registration if you do not send proof of deregistration on time.

Parent company

Consolidated basis, even if its subsidiaries are not registering

Subsidiary

Standalone basis. A subsidiary can also qualify if its parent (already in Singapore or registering at the same time) meets the criteria.

First financial year (FYE)

• Your first financial year in Singapore starts right after the last financial year end stated in your transfer registration.

• It ends on the first financial year end date you proposed in the same registration.

• You may change this date later, if allowed under the Companies Act 1967.

Annual general meeting (AGM)

• Listed companies must hold their AGM within four months after the FYE.

• All other companies must hold their AGM within six months after FYE.

• At the AGM, companies must present their financial statements for that year.

Extension of time

If you need more time to hold the AGM, apply for an extension under section 175 of the Companies Act 1967.

Note: Prescribed fees apply.