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Company redomiciliation from the BVI to Singapore: procedure of jurisdiction change

Redomiciliation 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 UK and Hong Kong do not have such provisions in their laws, thus making it impossible to transfer companies from/to these countries.

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

  1. be in good standing;
  2. be incorporated in a country whose national laws permit companies to continue outside this country;
  3. have at least one Singapore-resident director and a local secretary;
  4. have a registered office in Singapore (it is provided by the registered agent);
  5. meet the solvency test (assets exceed liabilities, the company has financial capacity to pay its debts, there is no risk of bankruptcy);
  6. meet two of the three conditions:
    1. revenue exceeds SGD 10 mln;
    2. assets as at the balance sheet date exceed SGD 10 mln;
    3. 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[1]:

  1. Certificate of Incorporation;
  2. Certificate of Incumbency, not older than 4 months;
  3. Certificate of Good Standing, not older than 4 months;
  4. Memorandum and Articles of Association;
  5. 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.
The documents must be notarized, notarization being not older than 4 months by the time of filing the application for redomiciliation.

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 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 procedure:

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 Register.

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

Fees[2]

 

Services Fees

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 USD 3950 [3]

Redomiciliation to Singapore: incoming part

Supporting the company’s redomiciliation to Singapore, including the government fee, but not including the registered office EUR 6500
Registered office and local secretary for the first year EUR 2090
Local nominee director from EUR 3690 per year
+ from EUR 2200 refundable deposit [4]
Preparing financial statements EUR 100 – 400 per 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 EUR 2090 per year
Compliance fee

Payable in the cases of:
-           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)

USD 250  (standard rate – includes the check of 1 individual)

+ USD 50 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL
+ USD 100 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL

USD  350 (check for High Risk companies, including the check of 1 individual)

Preparing and submitting financial statements EUR 100 – 400 per hour

Additional services:

Opening an account at a payment institution (Merchant Account at Pay Pal, DalPay, Skrill) EUR 8250
Opening a Singapore bank account EUR 11000 [5]
Local shareholder [6]
(for 6 months)
from EUR 3690
Individual telephone number (IP telephony with call forwarding option):

  1. setup
  2. annual subscription fee

EUR 1320
EUR 2750

[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 of the date of sending of this offer for companies administered by GSL Law & Consulting.
[3] The fee is indicative. The final fees for redomiciliation of the company 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] When opening a bank account, a cheque for 1000 in each currency of the account must be provided to the bank; the money can be spent in future transactions without restrictions.
[6] Required for opening a Singapore bank account.
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