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Redomiciliation of a company from Belize to Singapore. Procedure of change of jurisdiction Service offer

The procedure of redomiciliation of a company consists in a change of the country of incorporation while retaining all existing business relations. The national legislation of the country where the company is incorporated as well as its Memorandum and Articles of Association must permit the transfer of the company to another country.

Not nearly all countries allow redomiciliation. For instance, Great Britain does not have such provisions in its legislation, which makes transfer of companies from/to this country impossible.

Contents

  1. Compliance of a foreign company with Singapore law
  2. List of documents necessary to redomicile a company to Singapore[1]
  3. Procedure of redomiciliation of a company from Belize to Singapore
  4. Cost of services[2]

Compliance of a foreign company with Singapore law

In order to redomicile a foreign company to Singapore it must comply with local legislation of this jurisdiction, namely:

  1. it must be in good standing;
  2. legislation of the company’s country of incorporation must permit redomiciliation from its territory;
  3. the company must have at least one director resident in Singapore and a local secretary;
  4. the company must be assigned a registered address in Singapore (provided by the registered agent);
  5. the company must meet solvency criteria (its assets exceed liabilities, the company is financially able to pay its debts, it has no risk of bankruptcy);
  6. the company must meet two of the three conditions:
    1. proceeds exceed SGD 10 000 000 SGD;
    2. assets on the reporting date exceed SGD 10 000 000;
    3. number of employees is over 50.

If the company has subsidiaries, indicators of the group of companies are considered (according to the consolidated financial statements) even if only the parent company is being redomiciled. If the redomiciled company is a subsidiary, only its indicators are considered (financial statements of only one company are provided).

If a redomiciliation application is filed by both parent company and subsidiary simultaneously, the parent company’s application is considered first, then the subsidiary’s application.

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

  1. Certificate of Incorporation;
  2. Certificate of Incumbency (not older than three months);
  3. Certificate of Good Standing (not older than three months);
  4. Memorandum and Articles of Association;
  5. Latest Financial Statements of the company; if the company incorporated in Belize has not prepared statements before, our employees will be glad to provide relevant services.
The documents must be notarized not later than three months before filing the redomiciliation application.

Other supporting documents shall be signed by the company’s director(s):

  • Declaration confirming that the foreign company meets criteria of redomiciliation to Singapore;
  • Director’s consent to reincorporate the company in Singapore as a private Company Limited by Shares;
  • Director’s confirmation that they are not a disqualified director.
The Registrar of Companies in Singapore has the right to request any other documents and information for the purpose of redomiciliation of the company.

Procedure of redomiciliation of a company from Belize to Singapore

1. Check of the company’s current name with the Registrar of Companies in Singapore for uniqueness. The name may not be the same as that of a company in existence in Singapore. If it is the same, the current name of the company will have to be changed.

2. Preparation in Belize of a set of documents of the company required to change jurisdiction. Preparation of financial statements (unless they have been prepared).

3. Preparation of a set of documents in Singapore.

4. Filing the set of documents with the Registrar of Companies in Singapore.

5. Finalization of the procedure of redomiciliation (“discontinuation”) with the Registrar of Companies of Belize.

6. Obtaining from the Registrar of Companies of Belize the Certificate of Discontinuance.

On average, the complete redomiciliation of a company to Singapore takes two months. The period may be significantly extended if the company does not have prepared financial statements.

Cost of services[2]

Service
Cost (USD)

Redomiciliation from the country of incorporation: outward part

Assistance in the procedure of redomiciliation of a company from Belize, including preparation of set of documents for change of jurisdiction to Singapore
3 950[3]

Redomiciliation to Singapore: inward part

Assistance in the procedure of redomiciliation to Singapore, including state duty but excluding provision of a registered address
from 7 100
Compliance fee:
- for low-risk and mid-risk clients
- for high-risk clients

1 350
1 850
Filing the register of beneficiaries (ACRA form)
950
Registered address of the company and services of a local secretary for the first year (including provision of a fax number, correspondence address / mailing address, preparation of documents of the annual general meeting to be signed by directors and shareholders, and filing of an annual report with ACRA)
4 700
Services of a local nominee director
from 9 100 / year
Refundable guarantee deposit[4] and director’s liability insurance in connection with services provided[5]
10 500
Permanent monitoring of transactions by director (at least once a quarter)
400 / hour
Preparation of financial statements
100 – 400 / hour

Renewal of a company in Singapore

Subsequent annual maintenance of the company (starting from the second year), including the company’s registered address and services of a local secretary, provision of a fax number, correspondence address / mailing address, preparation of documents of the annual general meeting to be signed by directors and shareholders, and filing of an annual report with ACRA but excluding compliance fee
4 700 / year
Compliance fee
Paid in case of:
- company’s incorporation,
- company’s renewal,
- company’s liquidation,
- transfer to another agent,
- issue of a power of attorney for a new attorney,
- change of director/shareholder/beneficiary, except for a change to a nominee director/shareholder,
- signing of documents.
1 350
(for low-risk and mid-risk clients)
1 850
(for high-risk clients)
100
(signing of documents)
Services of a local nominee director
from 9 100 / year
Permanent monitoring of transactions by director (at least once a quarter)
400 / hour
Preparation and filing of the company’s financial statements
100 – 400 / hour
(minimum cost is 2 250 USD)

Additional services

Opening an account with a Singaporean bank
4 900
Services of a local nominee shareholder
8 500 / year

[1] The list of documents is for companies served by GSL Law & Consulting. In the case of companies served by other agents, a set of documents needs to be provided to undergo the Due Diligence procedure.

[2] The cost of services is effective as of the July 2024 for companies served by GSL Law & Consulting.

[3] The basic cost of services is stated. The final assessment of the cost of services in the redomiciliation of a company to Singapore and preparation of the necessary set of documents depends on the policy and requirements of the registered agent that serves the company in its country of incorporation.

[4] The refundable USD 10 000 guarantee deposit is necessary to protect the interests and liability of the local resident nominee director in case they are summoned to court / legally prosecuted by the registration (ACRA) or tax (IRAS) authority in connection with possible penalties of up to SGD 100 000 and even imprisonment.

[5] Insurance of professional liability and insurance of officers of director to protect the interests and liability of the local nominee director against lawsuits of third parties.

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from USD 18 050
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