Guide to Re-domiciliation to Singapore for Foreign Corporate Entities

Singapore's reputation as a global business hub, with its pro-business policies, strategic location, and robust legal framework, has made it an attractive destination for foreign companies. For businesses seeking to relocate or expand their operations, re-domiciliation to Singapore offers an excellent opportunity. This guide provides an overview of the re-domiciliation process, its benefits, and the steps involved for foreign corporate entities.

What is Re-domiciliation?

Re-domiciliation is the process by which a foreign corporate entity transfers its registration from its home jurisdiction to Singapore while retaining its legal identity. By re-domiciling, the entity becomes a Singapore-incorporated company and is governed by Singapore's laws, specifically the Companies Act.

This option is ideal for companies that wish to leverage Singapore's business environment without disrupting their existing operations.

Benefits of Re-domiciling to Singapore

1. Strategic Location

Singapore's position as a gateway to Asia provides access to key markets, making it an ideal base for regional operations.

2. Tax Advantages

• Corporate tax rate capped at 17%.
• Access to over 90 Double Taxation Avoidance Agreements (DTAs).
• Start-up tax exemptions for newly incorporated companies.

3. Business-Friendly Environment

• Ranked among the world's easiest places to do business.
• Transparent regulatory framework and political stability.

4. Retain Legal Identity

Re-domiciliation ensures the continuity of the company's contracts, assets, and liabilities, reducing disruptions during the transition.

5. Enhanced Credibility

Being domiciled in Singapore boosts the company's reputation with investors, financial institutions, and clients.

Eligibility Criteria for Re-domiciliation

To re-domicile to Singapore, foreign corporate entities must meet the following criteria:

1. Type of Entity

• The company must be a foreign corporate entity with legal personality.
• It must be authorized to re-domicile under the laws of its home jurisdiction.

2. Solvency Requirements

• The company must be solvent, meaning it can pay its debts as they fall due.
• Assets must exceed liabilities.

3. Size Requirements (Must meet at least two of the three):

• Annual revenue of at least S$10 million.
• Total assets of at least S$10 million.
• At least 50 employees.

4. Compliance with Singapore Laws

The company must not be involved in activities that are prohibited under Singapore law.

Step-by-Step Guide to Re-domiciliation

1. Prepare Required Documents

The following documents are typically required for re-domiciliation:

• A certified copy of the company's certificate of incorporation.
• Constitution or equivalent governing documents.
• Solvency statement signed by directors.
• Recent financial statements.
• Proof of authorization to re-domicile from the home jurisdiction.

2. Submit the Application to ACRA

Log in to the Accounting and Corporate Regulatory Authority (ACRA) portal and submit your application. The process involves:

• Filing the necessary forms.
• Paying the application fee of S$1,000.

ACRA will review the application and may request additional information.

3. Incorporate as a Singapore Company

Upon approval, the foreign corporate entity will be registered as a Singapore company. ACRA will issue a Certificate of Incorporation, and the company will be governed by Singapore's Companies Act.

4. Notify Stakeholders

Inform stakeholders, including clients, suppliers, and financial institutions, about the re-domiciliation. Update contracts and agreements where necessary.

5. Comply with Post-Incorporation Requirements

Ensure compliance with Singapore's corporate laws, including:

• Filing annual returns with ACRA.
• Maintaining accurate statutory records.
• Submitting annual tax filings to the Inland Revenue Authority of Singapore (IRAS).

Common Challenges in Re-domiciliation

1. Meeting Eligibility Criteria

Ensure your company meets all solvency and size requirements to avoid rejection.

2. Compliance with Local Laws

Understand and adhere to Singapore's legal and regulatory framework, including taxation and corporate governance.

3. Transition Planning

Plan the transfer of contracts, assets, and liabilities carefully to minimize disruptions.

Why Engage Professional Services?

Re-domiciliation is a complex process that requires a deep understanding of both the home jurisdiction's and Singapore's legal frameworks. Engaging a professional corporate advisory firm like Apexia Corporate Advisory ensures:

• Accurate preparation and submission of re-domiciliation applications.
• Compliance with all regulatory requirements.
• Seamless transition of assets, contracts, and operations.

Our experienced team provides end-to-end support, allowing you to focus on growing your business in Singapore.

Conclusion

Re-domiciliation to Singapore offers foreign corporate entities a strategic pathway to access Asia's dynamic markets while benefiting from a world-class business environment. By following the steps outlined in this guide, you can ensure a smooth transition and set your company up for success.

Need assistance with the re-domiciliation process? Apexia Corporate Advisory is here to help. Contact us today for expert guidance and support!