Certification or verification of documents required for registration of foreign companies
21.—(1) For the purposes of section 368(1)(b) of the Act, a certified copy of a certificate referred to in that section is a copy that has, within the period of 4 months immediately preceding the day on which it is lodged with the Registrar or within such longer period as the Registrar permits, been certified to be a true copy by an official holding or purporting to hold an office corresponding to that of the Registrar in the place in which the foreign company concerned is formed or incorporated.
[S 832/2015 wef 03/01/2016]
(2) Where the certificate referred to in section 368(1)(b) of the Act is an electronic document, the Registrar may accept a certified copy of a print-out of that certificate from an electronic database of an office corresponding to that of the Registry of Companies in the place in which the foreign company is formed or incorporated.
[S 832/2015 wef 03/01/2016]
(3) For the purposes of section 368(1)(c) of the Act, a certified copy referred to in that section, of a charter, statute, constitution or memorandum and articles or other instrument constituting or defining a foreign company’s constitution, is a copy that has, within the period of 4 months immediately preceding the day on which it is lodged with the Registrar or within such longer period as the Registrar permits, been certified to be a true copy —
(a)
by an official holding or purporting to hold an office corresponding to that of the Registrar in the place in which the foreign company concerned is formed or incorporated;
(b)
by a notary public;
[S 832/2015 wef 03/01/2016]
(c)
by a director, manager or secretary of the foreign company by affidavit or, in the case of a foreign company formed or incorporated within the Commonwealth, by statutory declaration made by a director, manager or secretary of the foreign company; or
[S 832/2015 wef 03/01/2016]
(d)
by the registered qualified individual —
(i)
who lodges the items referred to section 368(1) of the Act for the purpose of registering the foreign company; and
(ii)
who has verified and confirmed the authenticity of the charter, statute, constitution or memorandum and articles or other instrument constituting or defining the foreign company’s constitution.
[S 832/2015 wef 03/01/2016]
[S 832/2015 wef 03/01/2016]
(4) In paragraph (2), “electronic document” means a document that is filed, served, delivered or otherwise conveyed by electronic transmission.
22. [Deleted by S 832/2015 wef 03/01/2016]
Manner of verification by statutory declaration
23. For the purposes of section 368(3)(b) of the Act, a statutory declaration of a copy of the deed or document referred to in that section shall be made by a director, manager or secretary, or by the authorised representative, of the foreign company declaring that he has compared the copy with the original deed or document and that it is a true copy of the deed or document of which it purports to be a copy.
[S 832/2015 wef 03/01/2016]
Notice of registration of foreign company
24. For the purposes of section 371 of the Act, the Registrar shall issue a notice of registration of a foreign company via electronic mail, as set out in Part III of the Schedule, to the applicant upon the successful registration of the foreign company.
Documents to be lodged where change or alteration is made
25. For the purposes of section 372(1) of the Act, the documents that a foreign company is required to lodge with the Registrar are as follows:
(a)
where any change or alteration is made in the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument constituting or defining its constitution —
(i)
a copy of the instrument effecting that change or alteration; or
(ii)
a copy of the charter, statutes, constitution, memorandum, articles or other instrument as changed or altered,
[S 832/2015 wef 03/01/2016]
in either case being a copy certified to be a true copy in the same manner as a copy is certified under regulation 21(3) to be a true copy;
[S 832/2015 wef 03/01/2016]
(b)
where any change or alteration is made in the name of the foreign company —
(i)
a copy of the certificate of its incorporation or registration in its place of incorporation or origin or a document of similar effect (being a certificate or document evidencing that change or alteration); or
(ii)
where there is no such certificate or document, a copy of the instrument effecting that change or alteration,
in either case being a copy certified to be a true copy in the same manner as a copy is certified under regulation 21(3) to be a true copy; and
(c)
where any change or alteration is made in the powers of any director resident in Singapore who is a member of the local board of directors of the foreign company, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors as changed or altered.
