Singapore Companies (Amendment) Act 2017: Inward redomiciliation for foreign entities

March 2018

Last year, the Singapore Government passed legislation with effect from 11 October 2017 to allow foreign companies to redomicile to Singapore. The company will under the purview of the Accounting and Corporate Regulatory Authority (ACRA) of Singapore, and will be required to comply with the Companies (Amendment) Act 2017.

Scope of Coverage

The redomiciliation regime is not available to all companies. The foreign company has to be either a public or private company limited by shares and the initial jurisdiction of incorporation must allow for redomiciliation. It must also be solvent and satisfy two of the following requirements:

1. The revenue for the company for each financial year must exceed S$10,000,000
2. The value of the company's total assets at the end of each financial year must exceed S$10,000,000
3. The company has at the end of the financial year more than 50 employees.

What type of companies should consider redomiciliation?

This may be of interest for companies that:

• The use of a simple offshore entity is no longer appropriate;
• Have holding company structures in multiple jurisdictions and would like to consolidate activities within a smaller number/single jurisdiction;
• Would like to take fuller advantage of the network of Double Tax Treaties and Free Trade Agreements that Singapore have;
• Want to relocate operations to Singapore as a foothold for expansion into South East Asia;
• Is looking to raise capital from the financial markets;
• Is looking to take advantage of the range of financial and fiscal incentives offered by Singapore;
• Wish to take advantage of the capital markets environment that exists in Singapore.

A redomiciled company does not need to:

• Create a new legal entity;
• Liquidate an existing balance sheet in another jurisdiction and transfer assets to a new entity (creating unnecessary administrative work and potential tax consequences);
• Re-paper existing legal contracts and other agreements;
• Initiate brand new banking arrangements;
• Vary other obligations, property rights, liabilities or proceedings; and
• Re-engineer any legal proceedings taken by or against the company.

How Vistra can support

Vistra is able to assist with the redomiciliation process. We have in-house expertise that can support clients with redomiciliation and take care of all the applicable compliance requirements in Singapore, including the provision of a resident director, company secretary, registered office, and fulfilling the accounting and tax compliance requirements of the company.
Please do not hesitate to contact us or your account manager or at [email protected] should you need further information. In the meantime, you may refer to Company (Amendment) Act 2017 and Company (Transfer of Registration) Regulation 2017 for your reference.