The inward redomiciliation procedure for foreign companies wishing to transfer their registration to the Singapore registry of companies came into force on 11 October 2017. Companies from the Cayman Islands, Isle of Man, Dubai, Ireland, Cyprus, Malta and the British Virgin Islands may now include Singapore among the jurisdictions to which they may choose to be redomiciled.
Under this procedure, a foreign company incorporated in a jurisdiction that allows for outward redomiciliation may, by lodging the necessary forms with the Accounting and Corporate Regulatory Authority (ACRA), transfer its registration to the Singapore Register of Companies while also deregistering itself from its jurisdiction of incorporation. No transfer of assets is involved, and the company continues its existence as a Singapore company without interruption. This new regime is part of the changes introduced by the Companies (Amendment) Act 2017. The Companies (Transfer of Registration) Regulations 2017 (Regulations) were issued to implement and operationalize the regime. The Regulations stipulate the following criteria, among others, for a transfer of registration:
- The company must be solvent. However, this criterion may be waived by the registrar if the company shows that it intends to apply for restructuring under the Companies Act.
- The company must meet any two of the following three minimum size requirements:
- Its total assets exceed $10 million.
- Its annual revenue exceeds $10 million.
- It has more than 50 employees.
If the company is a parent or subsidiary company, it may redomicile into Singapore even if it does not satisfy any of the size criteria if instead its group satisfies any two out of the three criteria on a group basis.