From 11 October 2017, Singapore has an inward re-domiciliation regime which allows for companies incorporated outside of Singapore to re-domicile into Singapore. This means a foreign corporate company can move its seat of incorporation into Singapore and continue business as usual without a need to close the company in the previous jurisdiction and incorporate a new company in Singapore (i.e., A foreign corporate company can relocate their corporate headquarter to Singapore and still retain their corporate history and branding).
However, to carry out an inward re-domiciliation, the foreign corporate company must first be from a jurisdiction that allows for outward re-domiciliation (e.g., Cayman Islands, British Virgin Islands, Marshall Islands, Bermuda etc.), furthermore, the foreign corporate company must also meet the solvency and minimum size requirements before the Accounting and Corporate Regulatory Authority (“ACRA”) of Singapore would allow the inward re-domiciliation.
Solvency criteria
The foreign corporate company must be solvent (i.e. the total assets is not less than liabilities, including contingent liabilities) and is able to pay all its liabilities/ debts as they fall due. The directors of the foreign corporate company must sign a solvency statement to declare the solvency of the company.
Minimum size criteria
The foreign corporate company must meet two out of the three criteria below:
- the value of the foreign corporate company’s total assets exceeds S$10 million;
- the annual revenue of the foreign corporate company exceeds S$10 million;
- the foreign corporate company has more than 50 employees;
Timeline
Generally, an inward re-domiciliation exercise takes between 4 – 6 months (inclusive of the estimated 2 months of ACRA review), depending on the complexity and the time taken to prepare the documents for the application.
Who is this for?
The inward re-domiciliation regime allows for companies or individuals who are currently using certain jurisdictions to hold their investments and businesses an easy way to restructure their holding entity to Singapore. The following are some types of companies that the regime may attract:
- Companies that are restructuring due to the push towards greater transparency and disclosure under the base erosion and profit shifting (“BEPS”) developments.
- Companies that require a fair tax and regulatory environment while retaining their corporate history and branding.
- Companies that operate in Asia and wishes to align the corporate domicile with their operational or shareholder base.
How NovoPlus can help?
We have ample of experience and proven track record in assisting many clients with re-domiciling their companies into Singapore. Our service covers the restructuring analysis including the pre and post re-domiciliation tax implications, determine if the foreign company meets the re-domiciliation criteria and lastly apply for the inward re-domiciliation application with ACRA. We will guide you through every step of the way.
Please feel free to contact us at finance@novopluscorp.com or reach out to us on Whatsapp using the button on the right of the website to chat.
Last Updated on 26/05/2024 by Dennis Chew