Company Incorporation

A foreign company is a company, corporation, association or any other body incorporated outside Singapore. A foreign company may carry on business in Singapore by incorporating a local company or registering as a foreign branch under the Companies Act. The foreign company is required to have a registered name, at least 1 local authorised representative and a registered office in Singapore.

The first step is to apply for approval of the company name first. Once it is approved by the Registrar, you may proceed to incorporate the company.

The Registrar must be notified whenever there are changes in the company name, registered office address, business activities or if there are changes to the particulars of the officers or authorised representative. The notification of change must be lodged with the Registrar online within 14 days from the date of change. There is no fee payable when filing these changes. However a penalty may be imposed for late filing.

This is to submit charge related application such as registration of new charge, satisfaction of charge, etc. A charge is a form of security interest usually taken by a lender or creditor (“chargee”) to secure repayment of a loan.

All foreign companies, during their annual filing, are required to lodge their financial statements as well as those of their Singapore Branches with the Registrar.

A foreign branch has to cease its operations in Singapore if its Head Office has been dissolved or is in liquidation. The authorised representative of the foreign branch is required to lodge a “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company”.

The foreign company may also apply to ACRA for striking off if it is able to satisfy the following criteria:

1. The sole authorized representative is unable to resign because the company has not appointed a replacement within 12 months after the lodgement of a notice under section 370(3);

2. The authorized representative has received no instructions from the company within 12 months after a the date the written request has been made as to whether the company intends to continue its operations in Singapore.

3. The foreign company has no authorized representative (note: this can be filed only by the registered filing agent).