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[ESTABLISHING A BUSINESS ENTITY IN SINGAPORE]
(1)
at least 18 years old and of full legal capacity; a Singapore citizen, permanent resident or foreigner who is a holder of EntrePass or Employment Pass with the appropriate letter of consent from the Ministry of Manpower;
Post-registration requirements Upon approval of the application, the entity will be registered as a company limited by shares in Singapore. Once the foreign corporate entity is registered as a company in Singapore, a document evidencing deregistration of the foreign corporate entity in its place of incorporation must be submitted within 60 days after the date of registration. If the company requires more time to provide the document, subject to ACRA’s approval, the company may apply for an extension of time for a fee. The Registrar may revoke the registration of the company if the document is not submitted within 60 days after the date of registration, or within such longer period as the Registrar has approved. Companies should deliver new share/debenture certificates to their holders within 60 days after the date of registration. Companies should also register their pre- existing charges with ACRA within 30 days after the date of registration. Share warrants issued before the date of registration are void. If the foreign corporate entity was registered as a foreign company under the Companies Act 1967 before re-domiciliation, the foreign company registration will cease. Licences and Approvals Certain business activities may be regulated or require licences or approvals from other government agencies. A business entity which deals in such business activities may not commence business operations even after it is registered with ACRA, unless and until it has met with all other requirements and has obtained the necessary licences and approvals from the relevant authorities. For example, for fund management activities, there will be other requirements and
(2)
(3)
is ordinarily resident in Singapore; and
(4)
is not disqualified from acting as a director of the VCC (for example, is not an undischarged bankrupt).
In addition, at least one director must be either a qualified representative (as defined under the Variable Capital Companies Act 2018) or a director of its fund manager. Company secretary and auditor Requirements applicable to a company similarly apply to the VCC. Anti-Money Laundering and Countering the Financing of Terrorism The anti-money laundering and countering the financing of terrorism obligations of VCCs come under the purview of the Monetary Authority of Singapore (MAS). Inward Re-domiciliation of Foreign Corporate Entities Apart from applying to register a new business entity in Singapore, whether as a subsidiary or branch or otherwise, foreign corporate entities have the additional option of applying to transfer their registration to Singapore (inward re-domiciliation). A foreign corporate entity which re-domiciles to Singapore will become a Singapore company and will be required to comply with the Companies Act 1967. Re-domiciliation will not affect the obligations, liabilities, properties or rights of the foreign corporate entity.
ILN Corporate Group – Establishing a Business Entity Series
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