PROPOSED LEGISLATIVE CHANGES TO INTRODUCE INWARD RE-DOMICILIATION REGIME IN SINGAPORE

MOF AND ACRA INVITE PUBLIC FEEDBACK ON PROPOSED LEGISLATIVE CHANGES TO INTRODUCE AN INWARD RE-DOMICILIATION REGIME IN SINGAPORE

1.  The Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) invite the public to provide feedback on proposed amendments to the Companies Act to introduce an inward re-domiciliation regime in Singapore. This public consultation will run from 26 October 2016 to 16 November 2016.

2.  The proposed amendments¹ seek to ensure that Singapore’s corporate regulatory regime is internationally competitive and continues to stay robust. These amendments will form part of a larger Companies (Amendment) Bill. MOF and ACRA will conduct another public consultation on other proposed amendments to the Companies Act later this year. Other than the proposed amendments from MOF and ACRA, the Ministry of Law is concurrently seeking public feedback on proposed amendments to the Companies Act for debt restructuring².

Proposed inward re-domiciliation regime

3.  Re-domiciliation is a process whereby a corporation transfers its registration from its home jurisdiction to another jurisdiction. A corporation may choose to re-domicile for regulatory, strategic or organisational reasons, while retaining its identity and history in the various regulatory jurisdictions it has presence in, and minimising operational disruptions. Other jurisdictions that currently have re-domiciliation regimes include Australia, Canada and New Zealand.

4.  MOF and ACRA intend to amend the Companies Act to introduce an inward re-domiciliation regime in Singapore³. This is to allow foreign corporations to transfer their registration to Singapore. This may facilitate relocation by foreign corporations of their regional or worldwide headquarters to Singapore. Under the proposed regime, an inbound corporation which is re-domiciled to Singapore will become a Singapore company and will accordingly be required to comply with the requirements of the Companies Act like any other Singapore company. Annex 1 sets out the key clauses in the draft Bill and the consultation questions. The draft Bill is at Annex 2.

Public consultation details

5.  The public can access the consultation documents on MOF’s website (www.mof.gov.sg), ACRA’s website (www.acra.gov.sg) and the REACH consultation portal (www.reach.gov.sg). Written comments can be submitted to:

Email: MOF_Public_Consultation@mof.gov.sg (preferred mode)

6.  MOF and ACRA will publish a summary of the comments received and our responses. The summary will not disclose the identity of respondents, and will not separately address or acknowledge every comment received.

^{[1] To expedite the process, this public consultation is being conducted on the draft Bill before it has been reviewed by the Attorney-General’s Chambers (AGC). The draft Bill may be subject to further changes after AGC’s review.}

^{[2] The Ministry of Law’s public consultation document is at https://www.mlaw.gov.sg/content/minlaw/en/news/press-releases/public-consultation-open-for-feedback-on-proposed-changes-to-sin.html.}

^{[3] MOF and ACRA will review whether to introduce an outward re-domiciliation regime in future.}