Redomiciliation of a BVI company to Singapore. Procedure of jurisdiction change

Redomiciliation (continuation) of a company means changing its country of incorporation, while keeping all existing business relations. For a company to continue in another jurisdiction, redomiciliation must be permitted by the national legislation of the country where the company is incorporated, as well as by its Memorandum and Articles of Association. By no means all countries permit redomiciliation. For example, the United Kingdom does not have such provisions in its law, thus making it impossible to transfer companies from/to this country.

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For an overseas company to redomicile to Singapore, it must comply with the jurisdiction’s local legislation, namely such company must:

be in good standing;
be incorporated in a country whose national laws permit companies to continue outside this country;
have at least one Singapore-resident director and a local secretary;
have a registered office in Singapore (it is provided by the registered agent);
meet the solvency test (assets exceed liabilities, the company has financial capacity to pay its debts, there is no risk of bankruptcy);
meet two of the three conditions:

revenue exceeds SGD 10 000 000;
assets as at the balance sheet date exceed SGD 10 000 000;
number of employees exceeds 50 people.

If the company has subsidiaries, it is the figures of the group (as shown in the consolidated financial statements) that will be taken into account, even if only the parent company is redomiciled.

If it is a subsidiary that redomiciles, then only its figures are taken into account (stand-alone financial statements are provided).

If the application for redomiciliation is submitted by both parent and subsidiary simultaneously, the parent company’s application is assessed first and then that of the subsidiary.

List of documents required to redomicile a company to Singapore[1]

Shareholders Resolution to redomicile the company;
Letter of instruction from the ultimate beneficial owner;
Letters of notification to the creditors and members of the intention to redomicile the company;
Publication in the BVI Gazette (local official newspaper) of notice of intent to redomicile the company;
Notice filed with the BVI Registrar that the publication has been made and all necessary notifications have been sent out;
Certificate of Incorporation;
Memorandum and Articles of Association of the company;
Certificate of Incumbency (not older than 3 months);
Certificate of Good Standing (not older than 3 months);
Special Certificate to notify the BVI Registrar;
Latest Financial Statements – if the company has never prepared financial statements before, we are happy to provide the service of preparing financial statements for a BVI company.

Other supporting documents - to be signed by the company director(s):

Declaration that an overseas company meets the criteria for redomiciliation to Singapore;
Director’s consent to re-register the company in Singapore as a private company (Company Limited by Shares);
Director’s confirmation that he is not disqualified from acting as a director.

The Registrar of Companies in Singapore has the right to request any other documents and information for the purpose of redomiciling the company.

Step-by-step guide to the redomiciliation of a BVI company to Singapore

1. Check the current company name with the Singapore Registrar of Companies for availability

The name cannot coincide with the name of any existing company in Singapore. If there is a match, the current company name must be changed.

2. Prepare in the BVI a set of company documents required for the change of jurisdiction. Prepare financial statements (if there are none ready)

3. Prepare a set of documents in Singapore

4. File the set of documents with the Singapore Registrar of Companies

5. In order to complete the redomiciliation (“discontinuation”), submit to the BVI Registrar of Corporate Affairs copies of documents certified by the registered agent

6. Obtain from the BVI Registrar of Corporate Affairs a Certificate of Discontinuance

which confirms the striking off of the company from the BVI Register, so that the company can continue in another Register. The Registrar also publishes the striking off of the company in the Gazette (local official newspaper) to notify third parties that the company has ceased to exist in the BVI.

The overall time to redomicile a company to Singapore is from 2 months on average. It might take much longer if the company does not have its financial statements ready.

Fees[2]

Services

Fees (USD)

Redomiciliation from the country of incorporation: outgoing part

Supporting the company’s redomiciliation from the BVI, including the preparation of a set of documents to change the jurisdiction to Singapore	3 950[3]
BVI government fees for redomiciliation (including the obtaining of a Certificate of Discontinuance in the BVI)	2 750
Publication in a BVI local newspaper	430
Filing the change of the company’s status with BVI BOSS System	185

Redomiciliation to Singapore: incoming part

Supporting the company’s redomiciliation to Singapore, including the government fee, but not including the registered office	from 7 100
Compliance fee: - for low and medium risk clients - for high risk clients	_ 1 350 1 850
Filing of Register of Beneficial Owners (ACRA forms)	950
Registered office and local secretary for the first year (including fax number, correspondence / mailing address, prepare AGM documents for signatures of directors and shareholders and file annual return with ACRA)	4 700
Local nominee director	from 9 100 / year
Refundable security deposit[4] and Indemnity Insurance for director’s services[5]	10 500
Director’s on-going monitoring of transactions (at least 1 time per quarter)	400 / hour
Preparing financial statements	100 – 400 / hour

Singapore company renewal

Subsequent annual maintenance of the company (starting from the second year), including the registered office and local secretary, but not including Compliance fee	4 950 / year
Compliance fee Payable in the cases of: - incorporation of a company, - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of director/shareholder/beneficial owner, except the change to a nominee director/shareholder), - signing of documents.	1 350 (for low and medium risk clients), 1 850 (for high risk clients), 100 (signing of documents).
Local nominee director	from 9 100 / year
Director’s on-going monitoring of transactions (at least 1 time per quarter)	400 / hour
Preparing and filing the company’s financial statements	100 – 400 / hour (minimum – 2 250 USD)

Additional services

Opening a Singapore bank account	3 500
Services of a local nominee shareholder	8 500 / year

[1] This list of documents is for companies administered by GSL Law & Consulting. For companies administered by other agents, it is necessary to provide Due Diligence documentation.

[2] The fees are valid as at April 2024 for companies administered by GSL Law & Consulting.

[3] The fee is indicative. The final cost of company redomiciliation to Singapore and preparation of the necessary set of documents will depend on the policies and requirements of the registered agent that administers the company in the country of incorporation. The fee does not include legalization of documents or preparation of financial statements of the company (these are charged additionally if necessary).

[4] Payable when appointing a director. The deposit is required to cover possible liability of the company director. The sum of the deposit depends on the risk category of the company (high risk / low risk).

[5] Professional indemnity insurance and Director’s officers insurance to protect the interest and liability of local nominee director against 3rd party's legal action taken.

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