§ 368 — Documents, etc., to be lodged by foreign companies having place of business in Singapore

368.—(1) Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —(a)

the name of the foreign company and the address of the registered office of the company in its place of incorporation or formation;

(b)

a certified copy of the certificate of its incorporation or registration in its place of incorporation or formation or a document of similar effect;

(c)

a certified copy of its charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution but only if such document is required to be registered or lodged under the law relating to the incorporation, formation or registration of the foreign company in its place of incorporation, formation or original registration;

(d)

a list of its directors containing similar particulars with respect to its directors as are by this Act required to be contained in the register of directors of a company incorporated under this Act and, in respect of each director, his or her residential address and contact address;[Act 21 of 2024 wef 09/12/2024]

(e)

a notice stating the names, nationalities and other identification particulars of one or more natural persons resident in Singapore who are appointed as the company’s authorised representatives and authorised as such to accept on its behalf service of process and any notice required to be served on the company, and in respect of each authorised representative, his or her residential address and contact address;[Act 21 of 2024 wef 09/12/2024]

(f)

a statement by or on behalf of the foreign company in the prescribed form confirming that each of its authorised representatives referred to in the notice lodged under paragraph (e) has consented to act as such (called in this section and section 370 the consent statement);

(g)

notice of the situation of its registered office in Singapore and, unless the office is open and accessible to the public during ordinary business hours on each business day, the days and hours during which it is open and accessible to the public;

(h)

a notice in the prescribed form containing the following particulars:(i)

in the case —(A)

where a certificate of the foreign company’s incorporation or registration or a document of similar effect is issued in its place of incorporation or formation — the registration number indicated on the certificate of the foreign company’s incorporation or registration or a document of similar effect; or

(B)

where the document referred to in sub‑paragraph (A) is not available — the number issued to the foreign company upon its incorporation by or registration with an authority which is responsible for incorporating or registering companies;

(ii)

a description of the business carried on by the foreign company; and

(iii)

the type of legal form or legal entity of the foreign company; and

(i)

where the law for the time being applicable to the foreign company in the place of its incorporation or formation requires audited financial statements of its head office to be prepared, a copy of the latest audited financial statements of its head office,

and on payment of the appropriate fees and subject to this Act, the Registrar must register the foreign company under this Division by registration of the documents.

[36/2014]

(2) Any document required to be served under this Act on a director or an authorised representative of a foreign company is sufficiently served if addressed to the director or authorised representative and left at or sent by post to his or her residential address or contact address.[36/2014]

[Act 21 of 2024 wef 09/12/2024]

(3) The following must be made available for inspection at the registered office of the foreign company during the hours in which the registered office of the company is accessible to the public:(a)

a copy of the memorandum of appointment or power of attorney appointing each authorised representative of the company in such manner as to be binding on the company;

(b)

where the memorandum of appointment or power of attorney mentioned in paragraph (a) is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner.[36/2014]

(4) Subsection (1) applies to a foreign company which was not registered under the repealed written laws but which, immediately before 29 December 1967, had a place of business or was carrying on business in Singapore and, on that date, had a place of business or was carrying on business in Singapore, as if it established that place of business or commenced to carry on that business on that date.[36/2014]

—(1) Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —(a)

the name of the foreign company and the address of the registered office of the company in its place of incorporation or formation;

(b)

a certified copy of the certificate of its incorporation or registration in its place of incorporation or formation or a document of similar effect;

(c)

a certified copy of its charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution but only if such document is required to be registered or lodged under the law relating to the incorporation, formation or registration of the foreign company in its place of incorporation, formation or original registration;

(d)

a list of its directors containing similar particulars with respect to its directors as are by this Act required to be contained in the register of directors of a company incorporated under this Act and, in respect of each director, his or her residential address and contact address;[Act 21 of 2024 wef 09/12/2024]

(e)

a notice stating the names, nationalities and other identification particulars of one or more natural persons resident in Singapore who are appointed as the company’s authorised representatives and authorised as such to accept on its behalf service of process and any notice required to be served on the company, and in respect of each authorised representative, his or her residential address and contact address;[Act 21 of 2024 wef 09/12/2024]

(f)

a statement by or on behalf of the foreign company in the prescribed form confirming that each of its authorised representatives referred to in the notice lodged under paragraph (e) has consented to act as such (called in this section and section 370 the consent statement);

(g)

notice of the situation of its registered office in Singapore and, unless the office is open and accessible to the public during ordinary business hours on each business day, the days and hours during which it is open and accessible to the public;

(h)

a notice in the prescribed form containing the following particulars:(i)

in the case —(A)

where a certificate of the foreign company’s incorporation or registration or a document of similar effect is issued in its place of incorporation or formation — the registration number indicated on the certificate of the foreign company’s incorporation or registration or a document of similar effect; or

(B)

where the document referred to in sub‑paragraph (A) is not available — the number issued to the foreign company upon its incorporation by or registration with an authority which is responsible for incorporating or registering companies;

(ii)

a description of the business carried on by the foreign company; and

(iii)

the type of legal form or legal entity of the foreign company; and

(i)

where the law for the time being applicable to the foreign company in the place of its incorporation or formation requires audited financial statements of its head office to be prepared, a copy of the latest audited financial statements of its head office,

and on payment of the appropriate fees and subject to this Act, the Registrar must register the foreign company under this Division by registration of the documents.

[36/2014]

(2) Any document required to be served under this Act on a director or an authorised representative of a foreign company is sufficiently served if addressed to the director or authorised representative and left at or sent by post to his or her residential address or contact address.[36/2014]

[Act 21 of 2024 wef 09/12/2024]

(3) The following must be made available for inspection at the registered office of the foreign company during the hours in which the registered office of the company is accessible to the public:(a)

a copy of the memorandum of appointment or power of attorney appointing each authorised representative of the company in such manner as to be binding on the company;

(b)

where the memorandum of appointment or power of attorney mentioned in paragraph (a) is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner.[36/2014]

(4) Subsection (1) applies to a foreign company which was not registered under the repealed written laws but which, immediately before 29 December 1967, had a place of business or was carrying on business in Singapore and, on that date, had a place of business or was carrying on business in Singapore, as if it established that place of business or commenced to carry on that business on that date.[36/2014]