A guide to re-domiciling to Singapore

Looking to incorporate in Singapore? 

As stated in the Companies (Amendment) Act, it is possible to transfer the registration of your foreign company from your original jurisdiction, to Singapore, through the inward re-domiciliation regime. This means that with a few simple steps, your foreign company can become a Singapore-registered company. 

One clear advantage of this is that foreign companies can now plug into Singapore’s thriving financial center, which as an efficient gateway into the Asian market. 
The following presents an overview of the considerations for re-domiciliation, its benefits, and requirements. 

1. Benefits

Pro-business environment

When your company re-domiciles to Singapore, take advantage of the city-state's political stability, stable legal structure and highly skilled workforce. Known for its pro-business legislation and robust regulatory regime, Singapore is a global business hub that attracts both businesses and investors alike.

Minimize disruption

The traditional way would be to set up a new subsidiary here, and establish a presence locally. The new inward re-domiciliation regime gives you more options – instead of having to do shareholding, directorship and paid up capital, you could have the possibility of enjoying minimised operational disruption as your company makes its switch.

Greater flexibility

Whatever your reasons for transferring your foreign entity to Singapore, enjoy greater flexibility as you take the opportunity to re-organise your corporate groups while preserving your rich corporate heritage and identity – this creates a seamless transition for the transfer.

2. Requirements

To qualify for re-domiciliation, your foreign corporate entity must meet any twoof the following criteria:

1. the value of the foreign corporate entity’s total assets exceeds S$10 million; 
2. the annual revenue of the foreign corporate entity exceeds S$10 million; 
3. the foreign corporate entity has more than 50 employees;

In addition, like any other Singapore-incorporated company, you will also be required to comply with the Companies Act, which may include the filing of annual returns and other auditing requirements. The foreign company should be unable to pay its debts, and the application to transfer should not be intended to defraud existing creditors.

3. Considerations

Before jumping at the opportunity, however, there are several factors that you may like to consider before re-domiciling:

1. Tax treatments

   There may be tax implications for your transfer – for instance, companies will need to be aware if the transfer will be treated in terms of tax and stamp duties. Companies may also like to seek tax and legal advice on the impact of re-domiciliation in both its new host country, as well as its original country of incorporation.

2. Inward & Outward Re-domiciliation

   Companies will also have to consider if a foreign entity’s original jurisdiction allows for outward re-domiciliation to another country. You may also like to check if the new host country allows outward re-domiciliation. This is because not all countries would allow a reversal of such a decision.

 4. Steps 

To become a Singapore-incorporated company, foreign companies must submit certified copies of documents defining its constitution in its place of incorporation. Companies must also prescribe documents defining the constitution by which the company proposes to be registered under. All applications for re-domiciliation will be subject to the Registrar’s approval. 
Following the transfer of registration, your re-domiciled foreign company must de-register in its place of incorporation and update its registration details in all its business correspondence within three months.