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    Deregistering a Company Through BizFile

    To deregister a foreign company in Singapore, including a branch or representative office of a foreign company, the company must notify the Singapore Accounting and Corporate Regulatory Authority (ACRA) within seven days of ceasing business operations. The procedures for closing a foreign company in Singapore can be done online through ACRA’s official business filing portal, BizFile. A Singapore personal access password (Singpass) is required to log in to the portal.

    Below is a breakdown of the different procedures for deregistration of a branch company through BizFile. These procedures are free of charge.

    Closing a Foreign Company Through BizFile

    Procedure

    Duration

    Required information/documents

    Note

    Notification of cessation of business

    Application: One - two minutes

    Processing: Immediate upon successful lodging

    Company unique entity number (UEN)

     

    Date of cessation

    This procedure must be completed within seven days of the cessation of business. A penalty may be imposed for late filing.

    Application for striking off

    Application: 20 minutes

    Processing: Five working days

    Company UEN

     

    Date of correspondence with the foreign company, if any

     

    Supporting documents to show proof of correspondence with the foreign company, if any

    This application can be filed by an authorized representative of a foreign company or a corporate service provider (CSP).

    Notice by authorized foreign company representative of liquidation or dissolution of company

    Application: Five minutes

    Processing: Immediate upon successful lodging

    Company UEN

     

    Date of commencement of liquidation/ dissolution

    None

    Source: BizFile, Business Filing Portal of ACRA website, “Close a Foreign Company”, accessed August 2, 2021

    Detailed step-by-step guides for completing each of these procedures can be found on the BizFile website.

    Note that a company can only apply to be “stricken off” from the registry of companies when:

    • The authorized representative is unable to resign from the company because the company has failed to appoint a replacement.
    • The authorized representative has received no response in 12 months to a request inquiring into the foreign company’s intent to continue operations in Singapore
    • There is no authorized representative.

    The eServices on BizFile also allows investors to reverse or stop the above procedures through the following mechanisms:

    • Withdrawal of striking off application
    • Lodgement/clearance of objection against striking off
    • Lodgement of court order for restoration of struck off company

    If the parent company of a subsidiary or representative office in Singapore is liquidated or dissolved, the Singapore-based company is obligated to cease operations and lodge a  “Notice by Authorised Representative of Foreign Company of Liquidation or Dissolution of Company” through BizFile.

    Settling outstanding tax matters and liabilities

    A company must settle all outstanding tax matters before ACRA will accept to strike it off the registration. Company bank accounts must not be closed before all tax and liabilities have been settled, as the IRAS can not pay over tax credits to a third party once the bank accounts are closed.

    All books and papers of a dissolved company must also be kept for at least five years from the data of the dissolution by a prior director, secretary or person employed in an executive capacity at the company.

    Once a company has been dissolved, the branch must notify the Inland Revenue Authority of Singapore (IRAS) of the business closure in writing on the same day as lodging a notification of cessation with ACRA.

    According to the IRAS website, the written notification must include the following:

    • Subject heading “Cessation of Business in Singapore”;
    • Date of cessation of business in Singapore;
    • Name and contact details of a person whom IRAS can liaise with on tax matters; and
    • All outstanding Income Tax Returns (Form C), financial statements and tax computations made up to the last day of business.

    The Form C tax return eService can be found on the myTax portal. A Singpass digital ID is required to sign into the portal. Processing of the deregistration with the IRAS is normally completed within one month, but may take up to six months in some cases.

    Cancelling registration for goods and service tax

    A company must register for goods and services tax (GST) with the Inland Revenue Authority of Singapore (IRAS) if it has more than S$ 1 million (US$739,278) at the end of a calendar year retrospectively, or is expected to have more than S$ 1 million in the next 12 months.

    A GST-registered company is obligated to cancel registration with the IRAS in the following scenarios:

    • The company is no longer making taxable supplies and will not make taxable supplies in the future.
    • It has ceased its business operations.
    • It has been transferred to another person.
    • The form of the business entity has changed.

    The GST registration will be automatically cancelled by the IRAS if a company is amalgamated, a sole proprietorship is converted to a partnership, or a partnership is converted to a sole proprietorship. In these scenarios, reregistration for GST may be required. Application for the cancellation of GST registration can be submitted online through the myTax portal.

    Making Changes to a Company

    Changing and updating company information

    A foreign company can make changes to its information, including its name, registered address and opening hours, and appointment of company offices, through the BizFile portal.

    A branch or subsidiary of a foreign company can only change its name if the name of the parent company or head office has also changed. Before settling on a new company name, investors should check that another entity hasn’t already registered the name by looking it up in the BizFile database.

    The application process for changing a company name is very similar to the naming process when registering a new entity, and can be submitted through BizFile for a fee of S$15. When the name application has been approved, foreign companies must lodge a Notice of Change of Company Name through BizFile.

    In some cases, the name application may have to undergo an in-principle approval by the relevant referral authorities, which can take between 14 and 60 days. Once the application has been approved, the company must lodge a Notice of Resolution on BizFile.

    Other changes to a company’s information, such as the authorised representatives or directors, branch location, office address and office hours, company activity, and legal form in place of incorporation, must be logged through BizFile within 14 days of the change occurring. Making these changes is free of charge.

    Changing company structure

    Singapore currently doesn’t offer any means of directly changing the structure of a foreign company. Therefore, switching from a sole proprietorship or partnership to a limited liability partnership, for example, can be a lengthy and complicated process involving deregistration of the existing entity and reregistration of the new entity.

    To change the structure of a foreign company, investors must:

    • Deregister the existing company through the BizFile portal.
    • Register a new entity on the BizFile portal, including registering the company name, appointing company officers, and registering company address. Investors must ensure that their business meets the criteria for the structure they are registering their company as.
    • Transfer all assets and contracts from the old company to the new company.

    Inward redomiciliation

    Singapore now permits companies incorporated overseas to re-register as a domestic company. This procedure also requires the existing overseas incorporated company to be deregistered before it can be redomiciled in Singapore.

    To redomicile a company, investors should first ensure that the company is eligible by meeting the below criteria.

    Criteria for overseas incorporated company to redomicile in Singapore

    Size (must meet two of the three criteria)

    1. Total assets exceeding S$10 million.
    2. Annual revenue exceeding S$10 million.
    3. More than 50 employees.

    Solvency

    1. Able to pay debts.
    2. Able to pay debts in the 12 months after the date of the application for redomiciliation.
    3. Able to pay debts in full within 12 months of the date of winding up (if intent is to wind up within 12 months of applying for redomiciliation).
    4. Assets no less than the value of liabilities (including contingent liabilities).

    Legality

    1. Authorization to redomicile under the law of its place of incorporation.
    2. Compliance with the requirements of the law of its place of incorporation in relation to the redomiciliation.
    3. The application to redomicile is not intended to defraud existing creditors of the foreign corporate entity and made in good faith.

    Fiscal

    1. First financial year in its place of incorporation has passed as of the date of the application.
    2. Currently not under judicial management, in liquidation or being wound up, and other minimum requirements.

    Source: Accounting and Corporate Regulatory Authority (ACRA) website, “Inward Re-domiciliation Regime in Singapore”, accessed August 2, 2021

    To apply, investors must fill out the Application for Transfer of Registration under Section 358(1) and submit it via the BizFile portal and pay an application fee of S$1,000 (US$739.7). It can take up to two months to process the application. A list of supporting documents required for the application can be found on the ACRA website.

    After receiving confirmation of the successful registration, investors must submit proof of the deregistration of the overseas incorporated company to ACRA within 60 days. If the investor cannot submit this evidence within the time limit, they can apply for a 60-day extension by filling out the Application for Extension of Time under Section 359(7) form and submitting it through BizFIle. Each extension will incur a fee of S$200 (US$147.94).

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