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Inward Re-domiciliation Regime in Singapore

The Singapore Companies (Amendment) Act 2017 (“CAA 2017”) was passed on 10 March 2017 and came into operation on 31 March 2017. One of the major amendment of the CAA 2017 is the introduction of an inward re-domiciliation regime in Singapore.

Re-domiciliation is a process whereby a corporation transfers its registration from its home jurisdiction to another jurisdiction. A corporation may choose to re-domicile for regulatory, strategic or organisational reasons, while retaining its identity and history in the various regulatory jurisdictions it has presence in, and minimising operational disruptions. Other jurisdictions that currently have re-domiciliation regimes include Australia, Canada and New Zealand.

The inward re-domiciliation regime allows foreign corporate entities to transfer their registration from its original jurisdiction to Singapore, besides the current options of setting up a subsidiary or branch in Singapore.

An inbound foreign corporate entity that is re-domiciled to Singapore will become a Singapore company and be required to comply with the Companies Act like any other Singapore company. For the avoidance of doubt, re-domiciliation does not:

1.       create a new legal entity;

2.       prejudice or affect the identity of the body corporate constituted by the foreign entity or its continuity as a body corporate;

3.       affect the property, or the rights or obligations, of the foreign corporate entity; and

4.       render defective any legal proceedings by or against the foreign corporate entity.

For a foreign entity to be entitled to apply for transfer of registration, it must be a body corporate that can adapt its legal structure to the company limited by shares structure under the Companies Act. In addition, it must, within 60 days after the issue of the notice of transfer of registration by ACRA, submit to ACRA a document evidencing that the foreign corporate entity has been de-registered in its place of incorporation.

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:

Tel: +852 2341 1444

Mobile: +852 5616 4140, +86 152 1943 4614

WhatsApp/ Line/ Wechat: +852 5616 4140

Skype: kaizencpa

Email: info@kaizencpa.com