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Current version as at 18 Jun 2024
Interpretation of this Part
In this Part, unless the context otherwise requires —
date of registration , in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means the date of registration of the foreign corporate entity specified in the notice of transfer of registration;
foreign corporate entity means a body corporate that is incorporated outside Singapore;
notice of transfer of registration means the notice of transfer of registration issued under section 359(3);
place of incorporation means, in the case of a foreign corporate entity that had transferred its domicile after its incorporation, the jurisdiction where the foreign corporate entity is domiciled at the time it applies for registration;
registration , in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and register and registered are to be construed accordingly.
15/2017
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Current version as at 18 Jun 2024
Names of companies to be registered under this Part
A foreign corporate entity which intends to be registered as a company limited by shares under this Act must apply to reserve the name of the intended company.
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Section 27 applies to and in respect of an application under subsection (1) as if it were an application to reserve the name of an intended company under that section.
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A foreign corporate entity must not be registered under section 359(1) unless the name which it is proposed to be registered has been reserved under section 27, as applied by subsection (2).
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Current version as at 18 Jun 2024
Application for registration
A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under this Act.
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An application under subsection (1) —
must be made in such form and manner, and contain such particulars, as may be prescribed; and
must be accompanied by —
a certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation;
the constitution by which the foreign corporate entity proposes to be registered;
such other documents as may be prescribed; and
the prescribed fee.
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The Registrar may require an applicant to furnish to the Registrar such further information or documents as the Registrar may require.
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Current version as at 18 Jun 2024
Upon registration of the foreign corporate entity, the Registrar must issue a notice of transfer of registration in the prescribed form stating that the company is, on and from the date specified in the notice —
registered by way of transfer of
certificate of confirmation of registration must be issued by the Registrar upon the application of the company.
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A notice of transfer of registration issued under subsection (3), and a certificate of confirmation of
A foreign corporate entity registered under this section must, within 60 days after the issue of the notice of transfer of registration under subsection (3), or such further period as may be extended under subsection (7), submit to the Registrar a document evidencing that the foreign corporate entity has been deregistered in its place of incorporation.
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The Registrar may, on the application of the foreign corporate entity registered under this section, extend the 60-day period mentioned in subsection (6) subject to such conditions as the Registrar considers fit.
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The Registrar may, at any time in the Registrar's discretion, waive or modify any
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Current version as at 18 Jun 2024
When registration must be refused
The Registrar must refuse to register a foreign corporate entity if the Registrar is not satisfied that the minimum requirements prescribed for registration have been met and that all other requirements for registration have been complied with.
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The Registrar must refuse to register a foreign corporate entity if the Registrar is satisfied that —
the intended company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
it would be contrary to national security or interest for the intended company to be registered.
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Any person aggrieved by the decision of the Registrar under subsection (1) or (2) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.
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Current version as at 18 Jun 2024
Effect of registration
Starting on the date of registration specified in the notice of transfer of registration —
the foreign corporate entity is deemed to be a company as defined in section 4(1) and all provisions of this Act pertaining to companies apply with such adaptations, exceptions and modifications as may be specified in regulations; and
if the foreign corporate entity was registered as a foreign company under Division 2 of Part 11 immediately before that date, ceases to be so registered under Division 2 of that Part.
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To avoid doubt, the registration of a foreign corporate entity does not —
create a new legal entity;
prejudice or affect the identity of the body corporate constituted by the foreign corporate entity or its continuity as a body corporate;
affect the property, or the rights or obligations, of the foreign corporate entity; or
render defective any legal proceedings by or against the foreign corporate entity,
and any legal proceedings that could have been continued or commenced by or against the foreign corporate entity before
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Current version as at 18 Jun 2024
Despite the order of revocation in respect of a company under subsection (3), the liability (if any) of every officer and member of the company continues.
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Nothing in this section prejudices
The Registrar must, before making an order of revocation —
give the company written notice of the Registrar's intention to revoke the registration;
specify in the notice a period of at least 30 days within which the company may make written representations to the Registrar; and
consider the company's written representations (if any) that are received by the Registrar within the time specified in the notice.
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At the expiration of the time mentioned in the notice mentioned in subsection (2), the Registrar may, unless cause to the contrary is previously shown, order that the registration of the company be revoked.
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The Registrar must —
cause a notice of the order of revocation to be published in the Gazette ; and
serve a copy of the notice of the order of revocation on the company which registration
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Current version as at 18 Jun 2024
Duty of company to register pre-existing charges
If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part 4 if the foreign corporate entity had been incorporated as a company under this Act, there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the date of registration of the company, a statement containing the prescribed particulars of the charge.
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Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the company concerned or by any person interested in the documents.
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Where registration under subsection (1) is effected by some person other than the company concerned, that person is entitled to recover from the company the amount of any fees properly paid by the person
the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis-statement be rectified.
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In respect of any charge that is required to
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Current version as at 18 Jun 2024
If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to the person, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application are to be borne by the
Duties of company with respect to issue of certificates
Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentures (as the case may be) as at the date of registration.
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Upon the delivery of the certificates to the holders of existing shares or debentures under subsection (1), all prior certificates in respect of such shares or debentures cease to be operative and cease to have any validity for the purposes of this Act.
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Any share warrant, stating that the bearer of the
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Current version as at 18 Jun 2024
Regulations
The Minister may make regulations under section 411 in respect of applications for registration, and registration of a foreign corporate entity, under this Part, including —
prescribing the minimum and other requirements that a foreign corporate entity must meet before it may be registered under section 359(1);
waiving any requirement of this Part in respect of any foreign corporate entity, or class of foreign corporate entities; and
adapting, modifying or excluding the provisions of this Act in their application to any foreign corporate entity or class of foreign corporate entities registered under this Part.
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Current version as at 18 Jun 2024
Foreign companies to which this Division applies
This Division applies to a foreign company which —
establishes a place of business or carries on business in Singapore; or
intends to establish a place of business or carry on business in Singapore.
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Current version as at 18 Jun 2024
Interpretation of this Division
In this Division, unless the contrary intention appears —
authorised representative , in relation to a foreign company, means —
in the case of a foreign company registered before — the agent of the foreign company as defined by this section in force immediately before that date; and
in the case of a foreign company registered on or after — the person named in a notice lodged under section 368(1)( e );
carrying on business —
includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by
company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —
is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim
through an independent contractor;
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
creates evidence of any debt or creates a charge on movable or immovable
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Current version as at 18 Jun 2024
Power of foreign companies to hold immovable property
Subject to and in accordance with any written law, a foreign company registered under this Division has power to hold immovable property in Singapore.
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Current version as at 18 Jun 2024
identification particulars of one or more natural persons resident in Singapore who are appointed as the company's authorised representatives and authorised as such to accept on its behalf service of process and any notice required to be served on the company, and in respect of each authorised
of attorney appointing each authorised representative of the company in such manner as to be binding on the company;
where the memorandum of appointment or power of attorney mentioned in paragraph ( a ) is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner.
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Subsection
Documents, etc., to be lodged by foreign companies having place of business in Singapore
Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —
the name of the foreign company and the address of the registered office of the company in its place of incorporation or formation;
a certified copy of the certificate of its incorporation or
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Current version as at 18 Jun 2024
but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing.
36/2014
An authorised representative must give the foreign company —
any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing; and
any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after any change in his or her particulars.
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Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)( d ) or ( e ) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.
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The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign
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Current version as at 18 Jun 2024
Saving and transitional provisions for existing particulars of directors and authorised representatives
If a foreign company, whether incorporated before, on or after —
has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)( c ) in force immediately prior to that date, the name and particulars of the director or directors (as the case may be) are to be treated as the name
Registrar as an agent or agents (as the case may be) of the foreign company under section 368(1)( e ) in force immediately prior to that date, the name and particulars of the agent or agents (as the case may be) are to be treated as the name and particulars of the company's authorised representative
) —
the address lodged with the Registrar in respect of a director under section 368(1)( c ) in force immediately before is to be treated as the director's residential address; and
the address lodged with the Registrar in respect of an agent under section 368(1)( e ) in force immediately before is to be treated as the agent's residential address in the agent's capacity as an authorised representative of the foreign company.
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Current version as at 18 Jun 2024
Power to refuse registration of a foreign company in certain circumstances
Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or it would be contrary to the national security or interest for the foreign company to be registered.
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A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
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Current version as at 18 Jun 2024
.
36/2014
Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of
and the date is later than the expiration of that period, on that date.
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Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised
As to registered office and authorised representatives of foreign companies
A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.
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An authorised representative, until he or she ceases to be such in accordance with subsection (5
A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a date
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Current version as at 18 Jun 2024
) applies from the time at which the Registrar accepts an application to maintain an alternate address mentioned in subsection (3)( a ).
36/2014
A director or an authorised representative who maintains an alternate
The requirements mentioned in subsection (1) are that the director or authorised representative referred to in that subsection maintains with the Registrar an alternate address that complies with the following conditions:
it is an address at which the director
located in the same jurisdiction as the director's or authorised representative's residential address.
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For the purposes of subsection (2) —
an individual who wishes to
appears to the Registrar that service at that address may be ineffective to bring it to his or her notice, in which case it may be sent to any other last known address of the director or authorised representative.
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representative is not, for a period of 3 years after the date on which the residential address is disclosed and made available for public inspection, allowed to maintain an alternate address under subsection (2).
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Current version as at 18 Jun 2024
Transitory provisions
On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice.
Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the notice, and the certificate is prima facie evidence in all courts of those particulars.
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