Foreign companies to which this Division applies
365. This Division applies to a foreign company which —(a) establishes a place of business or carries on business in Singapore; or (b) intends to establish a place of business or carry on business in Singapore.[36/2014]
Interpretation of this Division
366.—(1) In this Division, unless the contrary intention appears —“authorised representative”, in relation to a foreign company, means —(a) in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and (b) in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e); “carrying on business” —(a) includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and (b) does not exclude activities carried on without a view to any profit.[36/2014] (2) Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —(a) is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute; (b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; (c) maintains any bank account; (d) effects any sale through an independent contractor; (e) solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore; (f) creates evidence of any debt or creates a charge on movable or immovable property; (g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts; (h) conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time; (i) invests any of its funds or holds any property; (j) establishes a share transfer or share registration office in Singapore; (k) effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or (l) carries on such other activity as the Minister may prescribe.[36/2014] —(1) In this Division, unless the contrary intention appears —“authorised representative”, in relation to a foreign company, means —(a) in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and (b) in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e); “carrying on business” —(a) includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and (b) does not exclude activities carried on without a view to any profit.[36/2014] (2) Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —(a) is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute; (b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; (c) maintains any bank account; (d) effects any sale through an independent contractor; (e) solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore; (f) creates evidence of any debt or creates a charge on movable or immovable property; (g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts; (h) conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time; (i) invests any of its funds or holds any property; (j) establishes a share transfer or share registration office in Singapore; (k) effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or (l) carries on such other activity as the Minister may prescribe.[36/2014]
Power of foreign companies to hold immovable property
367. Subject to and in accordance with any written law, a foreign company registered under this Division has power to hold immovable property in Singapore.[36/2014]
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) the identification number or registration number of the foreign company on the corporate entity register (if applicable) of the jurisdiction where the foreign company is formed or incorporated or any other similar evidence of identity acceptable to the Registrar;[Act 24 of 2025 wef 06/05/2026] (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) the identification number or registration number of the foreign company on the corporate entity register (if applicable) of the jurisdiction where the foreign company is formed or incorporated or any other similar evidence of identity acceptable to the Registrar;[Act 24 of 2025 wef 06/05/2026] (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]
Duty of directors and authorised representatives to provide information to foreign company
368A.—(1) A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing.[36/2014] (2) An authorised representative must give the foreign company —(a) any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing; and (b) any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after any change in his or her particulars.[36/2014] (3) Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)(d) or (e) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.[36/2014] (4) The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.[36/2014] (5) A director or an authorised representative who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014] —(1) A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing.[36/2014] (2) An authorised representative must give the foreign company —(a) any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing; and (b) any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after any change in his or her particulars.[36/2014] (3) Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)(d) or (e) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.[36/2014] (4) The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.[36/2014] (5) A director or an authorised representative who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014]
Saving and transitional provisions for existing particulars of directors and authorised representatives before 3 January 2016
368B.—(1) If a foreign company, whether incorporated before, on or after 3 January 2016 —(a) has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)(c) in force immediately prior to that date, the name and particulars of the director or directors (as the case may be) are to be treated as the name and particulars of the company’s director or directors (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca); or (b) has lodged the name and particulars of one or more agents with the Registrar as an agent or agents (as the case may be) of the foreign company under section 368(1)(e) in force immediately prior to that date, the name and particulars of the agent or agents (as the case may be) are to be treated as the name and particulars of the company’s authorised representative or representatives (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca).[36/2014] (2) For the purposes of subsection (1) —(a) the address lodged with the Registrar in respect of a director under section 368(1)(c) in force immediately before 3 January 2016 is to be treated as the director’s residential address; and (b) the address lodged with the Registrar in respect of an agent under section 368(1)(e) in force immediately before 3 January 2016 is to be treated as the agent’s residential address in the agent’s capacity as an authorised representative of the foreign company.[36/2014] [Act 21 of 2024 wef 09/12/2024] —(1) If a foreign company, whether incorporated before, on or after 3 January 2016 —(a) has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)(c) in force immediately prior to that date, the name and particulars of the director or directors (as the case may be) are to be treated as the name and particulars of the company’s director or directors (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca); or (b) has lodged the name and particulars of one or more agents with the Registrar as an agent or agents (as the case may be) of the foreign company under section 368(1)(e) in force immediately prior to that date, the name and particulars of the agent or agents (as the case may be) are to be treated as the name and particulars of the company’s authorised representative or representatives (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca).[36/2014] (2) For the purposes of subsection (1) —(a) the address lodged with the Registrar in respect of a director under section 368(1)(c) in force immediately before 3 January 2016 is to be treated as the director’s residential address; and (b) the address lodged with the Registrar in respect of an agent under section 368(1)(e) in force immediately before 3 January 2016 is to be treated as the agent’s residential address in the agent’s capacity as an authorised representative of the foreign company.[36/2014] [Act 21 of 2024 wef 09/12/2024]
Power to refuse registration of a foreign company in certain circumstances
369.—(1) Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or it would be contrary to the national security or interest for the foreign company to be registered.[36/2014] (2) A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final. —(1) Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or it would be contrary to the national security or interest for the foreign company to be registered.[36/2014] (2) A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
As to registered office and authorised representatives of foreign companies
370.—(1) A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.[36/2014] (2) An authorised representative, until he or she ceases to be such in accordance with subsection (5) —(a) continues to be the authorised representative of the company; (b) is answerable for the doing of all such acts, matters and things, as are required to be done by the company under this Act; and (c) shall be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he or she satisfies the court hearing the matter that he or she should be not so liable.[36/2014] (3) A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a date specified in the notice. (4) On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)(e) and a consent statement in respect of the new authorised representative with the Registrar.[36/2014] (5) Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of lodgment of the notice or on the date on which the consent statement in respect of another authorised representative is lodged with the Registrar under section 368(1)(f), whichever is the earlier, but if the notice states a date on which the firstmentioned authorised representative is to so cease and the date is later than the expiration of that period, on that date.[36/2014] (6) Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company —(a) the foreign company must appoint another authorised representative; and (b) the authorised representative ceases to be an authorised representative of the foreign company on the date on which the consent statement in respect of another authorised representative is lodged under subsection (4).[36/2014] (7) Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative.[36/2014] —(1) A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.[36/2014] (2) An authorised representative, until he or she ceases to be such in accordance with subsection (5) —(a) continues to be the authorised representative of the company; (b) is answerable for the doing of all such acts, matters and things, as are required to be done by the company under this Act; and (c) shall be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he or she satisfies the court hearing the matter that he or she should be not so liable.[36/2014] (3) A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a date specified in the notice. (4) On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)(e) and a consent statement in respect of the new authorised representative with the Registrar.[36/2014] (5) Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of lodgment of the notice or on the date on which the consent statement in respect of another authorised representative is lodged with the Registrar under section 368(1)(f), whichever is the earlier, but if the notice states a date on which the firstmentioned authorised representative is to so cease and the date is later than the expiration of that period, on that date.[36/2014] (6) Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company —(a) the foreign company must appoint another authorised representative; and (b) the authorised representative ceases to be an authorised representative of the foreign company on the date on which the consent statement in respect of another authorised representative is lodged under subsection (4).[36/2014] (7) Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative.[36/2014]
Transitional provision for contact address of director or authorised representative of foreign company
370A.—(1) Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(2) Where a director or authorised representative of a foreign company (who is an individual) did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date. (3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 372(1)(ca), to be a particular lodged with the Registrar under section 368(1). (4) Subsection (5) applies to a notice or information required to be lodged or given under section 368(1)(d) or (e), 368A(1), (2)(a), (3) or (4) or 370(4) (as the case may be), relating to a director or authorised representative of a foreign company appointed before the commencement date. (5) Where the notice or information mentioned in subsection (4) is lodged or given on or after the commencement date, the notice or information must provide the information required under section 368 as in force when the notice or information is lodged or given, despite the director or authorised representative having been appointed before the commencement date. (6) In this section, “commencement date” means the date of commencement of section 47 of the ACRA (Registry and Regulatory Enhancements) Act 2024.[Act 21 of 2024 wef 09/12/2024] —(1) Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date. (2) Where a director or authorised representative of a foreign company (who is an individual) did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date. (3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 372(1)(ca), to be a particular lodged with the Registrar under section 368(1). (4) Subsection (5) applies to a notice or information required to be lodged or given under section 368(1)(d) or (e), 368A(1), (2)(a), (3) or (4) or 370(4) (as the case may be), relating to a director or authorised representative of a foreign company appointed before the commencement date. (5) Where the notice or information mentioned in subsection (4) is lodged or given on or after the commencement date, the notice or information must provide the information required under section 368 as in force when the notice or information is lodged or given, despite the director or authorised representative having been appointed before the commencement date. (6) In this section, “commencement date” means the date of commencement of section 47 of the ACRA (Registry and Regulatory Enhancements) Act 2024.[Act 21 of 2024 wef 09/12/2024]
Transitory provisions
371.—(1) On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice.(2) Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the notice, and the certificate is prima facie evidence in all courts of those particulars. —(1) On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice. (2) Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the notice, and the certificate is prima facie evidence in all courts of those particulars.
Return to be filed where documents, etc., altered
372.—(1) Where any change or alteration is made in —(a) the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar; (b) the directors of the foreign company; (c) the authorised representative or authorised representatives of the foreign company; (ca) the particulars of any director or authorised representative of the foreign company which are lodged with the Registrar under section 368(1), other than the director’s or authorised representative’s residential address; (d) the situation or address or designation of situation or address of the registered office of the foreign company in Singapore or the days or hours during which it is open and accessible to the public; (e) the address of the registered office of the foreign company in its place of incorporation or origin; (f) the name of the foreign company; (g) the description of the business carried on by the foreign company; or (h) the type of legal form or legal entity of the foreign company, the foreign company must, within 30 days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations require. [36/2014] (1A) A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change.[36/2014] (1B) Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the director or authorised representative is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1A).[36/2014] (1C) If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014] (2) [Deleted by Act 36 of 2014] (3) [Deleted by Act 36 of 2014] (4) If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018, the company must, within 30 days or within such further period as the Registrar in special circumstances allows after the order was made, lodge with the Registrar a copy of that order.[36/2014; 15/2017; 40/2018] —(1) Where any change or alteration is made in —(a) the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar; (b) the directors of the foreign company; (c) the authorised representative or authorised representatives of the foreign company; (ca) the particulars of any director or authorised representative of the foreign company which are lodged with the Registrar under section 368(1), other than the director’s or authorised representative’s residential address; (d) the situation or address or designation of situation or address of the registered office of the foreign company in Singapore or the days or hours during which it is open and accessible to the public; (e) the address of the registered office of the foreign company in its place of incorporation or origin; (f) the name of the foreign company; (g) the description of the business carried on by the foreign company; or (h) the type of legal form or legal entity of the foreign company, the foreign company must, within 30 days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations require. [36/2014] (1A) A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change.[36/2014] (1B) Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the director or authorised representative is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1A).[36/2014] (1C) If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.[36/2014] (2) [Deleted by Act 36 of 2014] (3) [Deleted by Act 36 of 2014] (4) If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018, the company must, within 30 days or within such further period as the Registrar in special circumstances allows after the order was made, lodge with the Registrar a copy of that order.[36/2014; 15/2017; 40/2018]
Financial statements
373.—(1) Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.[36/2014] (2) In subsection (1), “financial statements” means —(a) in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside Singapore and the foreign company is required by the rules of the approved exchange or securities exchange (as the case may be) to prepare financial statements — those financial statements; and (b) in any other case —(i) where the foreign company prepares financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards — those financial statements; (ii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) but prepares financial statements in accordance with the applicable accounting standards as required by the law for the time being in force in the place of the foreign company’s incorporation which are audited or not (as the case may be) in accordance with that law — those financial statements; or (iii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) or (ii) — the unaudited summary financial statements of the foreign company.[Act 21 of 2024 wef 09/12/2024] (3) The financial statements mentioned in subsection (1) must be lodged —(a) in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to table the financial statements at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or (b) in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore.[Act 21 of 2024 wef 09/12/2024] (4) The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (1) do not sufficiently disclose the foreign company’s financial position, require the company —(a) to lodge financial statements within such period, in such form and containing such particulars; and (b) to annex thereto such documents, as the Registrar may by written notice to the company require. [36/2014] [Act 21 of 2024 wef 09/12/2024] (5) Subsection (4) does not authorise the Registrar to require —(a) financial statements to contain any particulars; or (b) the company to annex, attach or to send any documents, that would not be required to be furnished if the company were a public company incorporated under this Act. [36/2014] (6) The foreign company must comply with the requirements set out in the notice under subsection (4).[36/2014] (7) In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the following:(a) a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance sheet was made up; (b) a duly audited profit and loss account for the last preceding financial year of the company;[Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (c) a statement of the name of the auditor who audited the documents referred to in paragraph (a) or (b), or both paragraphs (a) and (b), as the case may be.[36/2014] [Act 17 of 2023 wef 01/07/2023] (7A) A foreign company which lodges with the Registrar a duly audited profit and loss account under subsection (7)(b) must ensure that, insofar as is practicable, the profit and loss account complies with the requirements of the Accounting Standards and gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company.[Act 24 of 2025 wef 06/05/2026] (8) For the purpose of subsection (7A), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Singapore.[36/2014] [Act 24 of 2025 wef 06/05/2026] (9) A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar —(a) an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore; and (b) an unaudited profit and loss account with respect to the company’s operations in Singapore.[36/2014] (10) The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the requirements of subsections (3)(b) and (7).[36/2014; 15/2017] (11) A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company’s operations in Singapore which complies, insofar as is practicable, with section 207.[36/2014] (12) The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)(a), (b) and (c) if the Registrar is satisfied that —(a) it is impractical for the foreign company to comply having regard to the nature of the foreign company’s operations in Singapore; (b) it would be of no real value having regard to the amount involved; (c) it would involve expense unduly out of proportion to its value; or (d) it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 6 to be related to the foreign company.[36/2014] (13) The Registrar may, upon the application of a foreign company, make an order —(a) relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii), including any aspect relating to the audit of those documents; or (b) allowing the foreign company to lodge under subsection (1) any other document instead of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii).[Act 21 of 2024 wef 09/12/2024] (13A) The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7) or (7A).[Act 21 of 2024 wef 09/12/2024] [Act 24 of 2025 wef 06/05/2026] (14) The Registrar may make the order mentioned in subsection (13) or (13A) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.[36/2014] [Act 21 of 2024 wef 09/12/2024] (15) The Registrar must not make an order under subsection (13) or (13A) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the company.[36/2014] [Act 21 of 2024 wef 09/12/2024] (16) The Registrar may make an order under subsection (13) or (13A) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.[36/2014] [Act 21 of 2024 wef 09/12/2024] (17) Without affecting subsections (12), (13), (13A) and (14), the Minister may, by order in the Gazette, in respect of foreign companies of a specified class or description —(a) substitute other accounting standards for the Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or (b) exempt foreign companies of a specified class or description from any or all of the requirements of subsection (7) or (7A).[36/2014] [Act 21 of 2024 wef 09/12/2024] [Act 24 of 2025 wef 06/05/2026] (18) If default is made by a foreign company in complying with this section, other than subsection (7A) —(a) the company; and (b) every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000. [36/2014] [Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (18A) If default is made by a foreign company in complying with subsection (7A) —(a) the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and (b) every director or equivalent person, and every authorised representative, of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction —(i) to a fine not exceeding $250,000; or (ii) if the offence was committed with intent to defraud the creditors of the company or creditors of any other person, or for a fraudulent purpose, to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both.[Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (19) For the purposes of this section —(a) a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant on the occurrence of such a transaction; and (b) an “accounting transaction” means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (7) to be prepared.[36/2014] —(1) Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.[36/2014] (2) In subsection (1), “financial statements” means —(a) in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside Singapore and the foreign company is required by the rules of the approved exchange or securities exchange (as the case may be) to prepare financial statements — those financial statements; and (b) in any other case —(i) where the foreign company prepares financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards — those financial statements; (ii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) but prepares financial statements in accordance with the applicable accounting standards as required by the law for the time being in force in the place of the foreign company’s incorporation which are audited or not (as the case may be) in accordance with that law — those financial statements; or (iii) where the foreign company does not prepare the financial statements mentioned in sub-paragraph (i) or (ii) — the unaudited summary financial statements of the foreign company.[Act 21 of 2024 wef 09/12/2024] (3) The financial statements mentioned in subsection (1) must be lodged —(a) in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to table the financial statements at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or (b) in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore.[Act 21 of 2024 wef 09/12/2024] (4) The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (1) do not sufficiently disclose the foreign company’s financial position, require the company —(a) to lodge financial statements within such period, in such form and containing such particulars; and (b) to annex thereto such documents, as the Registrar may by written notice to the company require. [36/2014] [Act 21 of 2024 wef 09/12/2024] (5) Subsection (4) does not authorise the Registrar to require —(a) financial statements to contain any particulars; or (b) the company to annex, attach or to send any documents, that would not be required to be furnished if the company were a public company incorporated under this Act. [36/2014] (6) The foreign company must comply with the requirements set out in the notice under subsection (4).[36/2014] (7) In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the following:(a) a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance sheet was made up; (b) a duly audited profit and loss account for the last preceding financial year of the company;[Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (c) a statement of the name of the auditor who audited the documents referred to in paragraph (a) or (b), or both paragraphs (a) and (b), as the case may be.[36/2014] [Act 17 of 2023 wef 01/07/2023] (7A) A foreign company which lodges with the Registrar a duly audited profit and loss account under subsection (7)(b) must ensure that, insofar as is practicable, the profit and loss account complies with the requirements of the Accounting Standards and gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company.[Act 24 of 2025 wef 06/05/2026] (8) For the purpose of subsection (7A), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Singapore.[36/2014] [Act 24 of 2025 wef 06/05/2026] (9) A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar —(a) an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore; and (b) an unaudited profit and loss account with respect to the company’s operations in Singapore.[36/2014] (10) The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the requirements of subsections (3)(b) and (7).[36/2014; 15/2017] (11) A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company’s operations in Singapore which complies, insofar as is practicable, with section 207.[36/2014] (12) The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)(a), (b) and (c) if the Registrar is satisfied that —(a) it is impractical for the foreign company to comply having regard to the nature of the foreign company’s operations in Singapore; (b) it would be of no real value having regard to the amount involved; (c) it would involve expense unduly out of proportion to its value; or (d) it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 6 to be related to the foreign company.[36/2014] (13) The Registrar may, upon the application of a foreign company, make an order —(a) relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii), including any aspect relating to the audit of those documents; or (b) allowing the foreign company to lodge under subsection (1) any other document instead of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii).[Act 21 of 2024 wef 09/12/2024] (13A) The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7) or (7A).[Act 21 of 2024 wef 09/12/2024] [Act 24 of 2025 wef 06/05/2026] (14) The Registrar may make the order mentioned in subsection (13) or (13A) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.[36/2014] [Act 21 of 2024 wef 09/12/2024] (15) The Registrar must not make an order under subsection (13) or (13A) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the company.[36/2014] [Act 21 of 2024 wef 09/12/2024] (16) The Registrar may make an order under subsection (13) or (13A) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.[36/2014] [Act 21 of 2024 wef 09/12/2024] (17) Without affecting subsections (12), (13), (13A) and (14), the Minister may, by order in the Gazette, in respect of foreign companies of a specified class or description —(a) substitute other accounting standards for the Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or (b) exempt foreign companies of a specified class or description from any or all of the requirements of subsection (7) or (7A).[36/2014] [Act 21 of 2024 wef 09/12/2024] [Act 24 of 2025 wef 06/05/2026] (18) If default is made by a foreign company in complying with this section, other than subsection (7A) —(a) the company; and (b) every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $10,000. [36/2014] [Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (18A) If default is made by a foreign company in complying with subsection (7A) —(a) the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and (b) every director or equivalent person, and every authorised representative, of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction —(i) to a fine not exceeding $250,000; or (ii) if the offence was committed with intent to defraud the creditors of the company or creditors of any other person, or for a fraudulent purpose, to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both.[Act 17 of 2023 wef 01/07/2023] [Act 24 of 2025 wef 06/05/2026] (19) For the purposes of this section —(a) a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant on the occurrence of such a transaction; and (b) an “accounting transaction” means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (7) to be prepared.[36/2014]
Return to be filed on keeping of registers of foreign company
374. A foreign company must, at the time when making a lodgment of —(a) its financial statements in accordance with section 373(1); or (b) where the Registrar allows under section 373(13)(b) the foreign company to lodge under section 373(1) any other document instead of its financial statements — that other document, also lodge with the Registrar a return containing prescribed information relating to the keeping of the following registers: (c) the register of controllers kept by the foreign company under section 386AF; (d) the register of nominee directors kept by the foreign company under section 386AKA; (e) the register of nominee shareholders kept by the foreign company under section 386ALA.[Act 23 of 2024 wef 16/06/2025]
Obligation to state name of foreign company, whether limited, and country where incorporated
375.—(1) A foreign company must —(a) [Deleted by Act 36 of 2014] (b) cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its notices, prospectuses and other official publications; and (c) if the liability of its members is limited (unless the last word of its name is the word “Limited” or “Berhad” or the abbreviation “Ltd.” or “Bhd.”), cause notice of that fact —(i) to be stated in legible characters in every prospectus issued by it and in all its bill‑heads, letter paper, notices, and other official publications in Singapore; and (ii) except in the case of a banking corporation, to be exhibited outside its registered office and every place of business established by it in Singapore.[36/2014] (2) Where the name of a foreign company is indicated on any of the documents referred to in subsection (1) in characters or in any other way than by the use of romanised letters, this section relating to the statement of its name is deemed not to have been complied with unless the name of the company is stated on such document in romanised letters not smaller than any of the characters so exhibited or stated on the relevant document.[36/2014] (3) The unique entity number of a foreign company, issued by the Registrar, must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.[36/2014] (4) Despite subsection (3), a foreign company incorporated before 3 January 2016 need only comply with subsection (3) after the expiration of 12 months after that date.[36/2014] —(1) A foreign company must —(a) [Deleted by Act 36 of 2014] (b) cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its notices, prospectuses and other official publications; and (c) if the liability of its members is limited (unless the last word of its name is the word “Limited” or “Berhad” or the abbreviation “Ltd.” or “Bhd.”), cause notice of that fact —(i) to be stated in legible characters in every prospectus issued by it and in all its bill‑heads, letter paper, notices, and other official publications in Singapore; and (ii) except in the case of a banking corporation, to be exhibited outside its registered office and every place of business established by it in Singapore.[36/2014] (2) Where the name of a foreign company is indicated on any of the documents referred to in subsection (1) in characters or in any other way than by the use of romanised letters, this section relating to the statement of its name is deemed not to have been complied with unless the name of the company is stated on such document in romanised letters not smaller than any of the characters so exhibited or stated on the relevant document.[36/2014] (3) The unique entity number of a foreign company, issued by the Registrar, must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.[36/2014] (4) Despite subsection (3), a foreign company incorporated before 3 January 2016 need only comply with subsection (3) after the expiration of 12 months after that date.[36/2014]
Service of document
376. Any document required to be served on a foreign company is sufficiently served —(a) if addressed to the foreign company and left at or sent by post to its registered office in Singapore; (b) if addressed to an authorised representative of the company and left at or sent by post to his or her residential address or contact address; or[Act 21 of 2024 wef 09/12/2024] (c) in the case of a foreign company which has ceased to maintain a place of business in Singapore, if addressed to the foreign company and left at or sent by post to its registered office in the place of its incorporation.[36/2014]
Cesser of business in Singapore
377.—(1) If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact.[36/2014] (1A) Starting on the day on which the foreign company lodged the notice mentioned in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar ceases.[36/2014] (1B) The Registrar must as soon as practicable after the lodgment of the notice mentioned in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be.[36/2014] (2) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative must —(a) within 14 days after the commencement of the liquidation or the dissolution; or (b) within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment. [40/2018] (3) [Deleted by Act 40 of 2018] (4) [Deleted by Act 40 of 2018] (4A) [Deleted by Act 40 of 2018] (5) On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar must record in the register that the foreign company has been dissolved.[36/2014] (6) [Deleted by Act 36 of 2014] (7) [Deleted by Act 40 of 2018] (8) The Registrar must strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest.[36/2014] (9) The Registrar may strike the name of a foreign company off the register if —(a) the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or (b) the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative.[36/2014] (10) The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —(a) the sole authorised representative has given written notice to the foreign company that he or she desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or (b) the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent.[36/2014] (11) Without limiting subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed.[36/2014] (12) For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company extend and apply with such adaptations as are necessary.[36/2014] (13) Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.[36/2014] —(1) If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact.[36/2014] (1A) Starting on the day on which the foreign company lodged the notice mentioned in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar ceases.[36/2014] (1B) The Registrar must as soon as practicable after the lodgment of the notice mentioned in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be.[36/2014] (2) If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative must —(a) within 14 days after the commencement of the liquidation or the dissolution; or (b) within such further time as the Registrar in special circumstances allows, lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment. [40/2018] (3) [Deleted by Act 40 of 2018] (4) [Deleted by Act 40 of 2018] (4A) [Deleted by Act 40 of 2018] (5) On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar must record in the register that the foreign company has been dissolved.[36/2014] (6) [Deleted by Act 36 of 2014] (7) [Deleted by Act 40 of 2018] (8) The Registrar must strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest.[36/2014] (9) The Registrar may strike the name of a foreign company off the register if —(a) the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or (b) the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative.[36/2014] (10) The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —(a) the sole authorised representative has given written notice to the foreign company that he or she desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or (b) the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent.[36/2014] (11) Without limiting subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed.[36/2014] (12) For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company extend and apply with such adaptations as are necessary.[36/2014] (13) Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.[36/2014]
Application for administrative restoration of foreign company to register
377A.—(1) Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the company to the register.[36/2014] (2) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the name of the foreign company is struck off the register.[36/2014] —(1) Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the company to the register.[36/2014] (2) An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the name of the foreign company is struck off the register.[36/2014]
Registrar’s decision on application for administrative restoration of foreign company
377B.—(1) The Registrar must give notice to the applicant of the decision on an application under section 377A.[36/2014] (2) If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on which notice is sent (called in this section the restoration date).[36/2014] (3) The Registrar must —(a) enter in the register a note of the restoration date; and (b) cause notice of the restoration to be published in the Gazette and on the Authority’s website.[36/2014] (4) The notice under subsection (3)(b) must state —(a) the name of the foreign company or, if the company is restored to the register under a different name, that name and its former name; (b) the unique entity number of the foreign company issued by the Registrar; and (c) the restoration date.[36/2014] (5) If the Registrar’s decision is that the name of the foreign company should not be restored to the register, the person who made the application under section 377A or any other person aggrieved by the decision of the Registrar, may appeal to the Court.[36/2014] (6) On an appeal made under subsection (5), the Court may —(a) confirm the Registrar’s decision; or (b) restore the name of the foreign company to the register and give such directions and make such orders as the Court is empowered to give and make under section 377D(3).[36/2014] —(1) The Registrar must give notice to the applicant of the decision on an application under section 377A.[36/2014] (2) If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on which notice is sent (called in this section the restoration date).[36/2014] (3) The Registrar must —(a) enter in the register a note of the restoration date; and (b) cause notice of the restoration to be published in the Gazette and on the Authority’s website.[36/2014] (4) The notice under subsection (3)(b) must state —(a) the name of the foreign company or, if the company is restored to the register under a different name, that name and its former name; (b) the unique entity number of the foreign company issued by the Registrar; and (c) the restoration date.[36/2014] (5) If the Registrar’s decision is that the name of the foreign company should not be restored to the register, the person who made the application under section 377A or any other person aggrieved by the decision of the Registrar, may appeal to the Court.[36/2014] (6) On an appeal made under subsection (5), the Court may —(a) confirm the Registrar’s decision; or (b) restore the name of the foreign company to the register and give such directions and make such orders as the Court is empowered to give and make under section 377D(3).[36/2014]
Registrar may restore foreign company deregistered by mistake
377C.—(1) The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or (10) as a result of a mistake of the Registrar.[36/2014] (2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by an applicant in connection with an application for striking the name of the foreign company off the register under section 377(10).[36/2014] (3) The Registrar may restore the name of a foreign company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.[36/2014] —(1) The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or (10) as a result of a mistake of the Registrar.[36/2014] (2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by an applicant in connection with an application for striking the name of the foreign company off the register under section 377(10).[36/2014] (3) The Registrar may restore the name of a foreign company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.[36/2014]
Effect of restoration of foreign company
377D.—(1) If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this Act as if the name of the company had not been struck off the register.[36/2014] (2) The foreign company, its directors or equivalent persons, and authorised representatives are not liable to a penalty under section 373(18) for a financial year in relation to which the period for filing its balance sheet, cash flow statement, profit and loss statement and other related documents ended —(a) after the date on which the name of the company was struck off the register; and (b) before the restoration of the name of the company to the register.[36/2014] (3) On the application by any person, the Court may give directions and make orders, as seem just for placing the foreign company and all other persons in the same position (as nearly as may be) as if the name of the company had not been struck off the register.[36/2014] (4) An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the foreign company to the register.[36/2014] —(1) If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this Act as if the name of the company had not been struck off the register.[36/2014] (2) The foreign company, its directors or equivalent persons, and authorised representatives are not liable to a penalty under section 373(18) for a financial year in relation to which the period for filing its balance sheet, cash flow statement, profit and loss statement and other related documents ended —(a) after the date on which the name of the company was struck off the register; and (b) before the restoration of the name of the company to the register.[36/2014] (3) On the application by any person, the Court may give directions and make orders, as seem just for placing the foreign company and all other persons in the same position (as nearly as may be) as if the name of the company had not been struck off the register.[36/2014] (4) An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the foreign company to the register.[36/2014]
Restriction on use of certain names
378.—(1) Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of the Registrar —(a) is undesirable; (b) is identical to a name of any other foreign company, or any company, limited liability partnership, limited partnership or corporation, or to a registered business name; (c) is identical to a name reserved under subsection (15) and section 27(12B) of this Act, section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, or section 27(12B) as applied by section 21(8) of the VCC Act; or (d) is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration.[36/2014; 44/2018] (2) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the consent of the Minister, refuse to register a foreign company under a name, if —(a) it is identical to the name of a company that was dissolved —(i) unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution; (b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation; (c) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution; (d) it is identical to the name of a limited liability partnership that was dissolved —(i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register kept under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution; (e) it is identical to the name of a limited partnership that was cancelled or dissolved —(i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or (ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or (f) it is identical to the name of a VCC that was dissolved —(i) unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130B of the VCC Act, a period of at least 6 years has passed after the date of dissolution.[36/2014; 40/2018; 44/2018] [Act 28 of 2019 wef 01/04/2026] (3) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under —(a) a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —(i) in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and (ii) the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; and (b) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.[36/2014] (4) No foreign company to which this Division applies may use in Singapore any name other than —(a) the name under which the foreign company is registered under this Division; and (b) if the foreign company is registered under the Business Names Registration Act 2014, a business name in respect of which the foreign company is registered under section 8 of that Act.[36/2014] (5) Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name —(a) which is one that is not permitted to be registered under subsection (1)(a), (b) or (d); (b) which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; or (c) which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection, the Registrar may direct the foreign company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. [36/2014] (6) Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection.[36/2014] (7) If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.[36/2014] (8) In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.[36/2014] (9) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:(a) in the case of the Registrar’s decision under subsection (5) — by the foreign company aggrieved by the decision within 30 days after the decision; (b) in the case of the Registrar’s refusal to give a direction to a foreign company under subsection (5) pursuant to an application under subsection (6) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.[36/2014] (10) The Minister must cause a direction given by the Minister under subsection (1)(d) to be published in the Gazette.[36/2014] (11) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as the name under which a foreign company proposes to be registered, either originally or upon change of name.[36/2014] (12) A foreign company must not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15).[36/2014] (13) The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that —(a) the application is made in good faith; and (b) the name to be reserved is one in respect of which a foreign company may be registered having regard to subsections (1), (2) and (3).[36/2014] (14) The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that —(a) the foreign company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or (b) it would be contrary to the national security or interest for the foreign company to be registered.[36/2014] (15) Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —(a) if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or (b) if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal.[36/2014] (16) A person aggrieved by a decision of the Registrar —(a) refusing to approve an application under subsection (11); or (b) refusing an application under subsection (15)(a) to extend the reservation period, may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. [36/2014] (17) The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name.[36/2014] —(1) Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of the Registrar —(a) is undesirable; (b) is identical to a name of any other foreign company, or any company, limited liability partnership, limited partnership or corporation, or to a registered business name; (c) is identical to a name reserved under subsection (15) and section 27(12B) of this Act, section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, or section 27(12B) as applied by section 21(8) of the VCC Act; or (d) is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration.[36/2014; 44/2018] (2) In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the consent of the Minister, refuse to register a foreign company under a name, if —(a) it is identical to the name of a company that was dissolved —(i) unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution; (b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation; (c) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution; (d) it is identical to the name of a limited liability partnership that was dissolved —(i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register kept under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution; (e) it is identical to the name of a limited partnership that was cancelled or dissolved —(i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or (ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or (f) it is identical to the name of a VCC that was dissolved —(i) unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or (ii) unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130B of the VCC Act, a period of at least 6 years has passed after the date of dissolution.[36/2014; 40/2018; 44/2018] [Act 28 of 2019 wef 01/04/2026] (3) Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under —(a) a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —(i) in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and (ii) the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; and (b) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.[36/2014] (4) No foreign company to which this Division applies may use in Singapore any name other than —(a) the name under which the foreign company is registered under this Division; and (b) if the foreign company is registered under the Business Names Registration Act 2014, a business name in respect of which the foreign company is registered under section 8 of that Act.[36/2014] (5) Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name —(a) which is one that is not permitted to be registered under subsection (1)(a), (b) or (d); (b) which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; or (c) which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection, the Registrar may direct the foreign company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. [36/2014] (6) Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection.[36/2014] (7) If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.[36/2014] (8) In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.[36/2014] (9) An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:(a) in the case of the Registrar’s decision under subsection (5) — by the foreign company aggrieved by the decision within 30 days after the decision; (b) in the case of the Registrar’s refusal to give a direction to a foreign company under subsection (5) pursuant to an application under subsection (6) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.[36/2014] (10) The Minister must cause a direction given by the Minister under subsection (1)(d) to be published in the Gazette.[36/2014] (11) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as the name under which a foreign company proposes to be registered, either originally or upon change of name.[36/2014] (12) A foreign company must not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15).[36/2014] (13) The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that —(a) the application is made in good faith; and (b) the name to be reserved is one in respect of which a foreign company may be registered having regard to subsections (1), (2) and (3).[36/2014] (14) The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that —(a) the foreign company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or (b) it would be contrary to the national security or interest for the foreign company to be registered.[36/2014] (15) Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —(a) if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or (b) if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal.[36/2014] (16) A person aggrieved by a decision of the Registrar —(a) refusing to approve an application under subsection (11); or (b) refusing an application under subsection (15)(a) to extend the reservation period, may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. [36/2014] (17) The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name.[36/2014]
Register of members of foreign companies
379.—(1) A foreign company registered under this Division on or after 31 March 2017 must, within 30 days after it is registered —(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and (b) lodge a notice with the Registrar specifying the address at which the register of members is kept.[15/2017] (2) A foreign company registered under this Division before 31 March 2017 must, within 60 days after that date —(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and (b) lodge a notice with the Registrar specifying the address at which the register of members is kept.[15/2017] (3) If there is any change in the address at which the register of members mentioned in subsection (1) or (2) is kept, the foreign company must, within 30 days after the change, lodge a notice of the change with the Registrar.[15/2017] —(1) A foreign company registered under this Division on or after 31 March 2017 must, within 30 days after it is registered —(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and (b) lodge a notice with the Registrar specifying the address at which the register of members is kept.[15/2017] (2) A foreign company registered under this Division before 31 March 2017 must, within 60 days after that date —(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and (b) lodge a notice with the Registrar specifying the address at which the register of members is kept.[15/2017] (3) If there is any change in the address at which the register of members mentioned in subsection (1) or (2) is kept, the foreign company must, within 30 days after the change, lodge a notice of the change with the Registrar.[15/2017]
Contents of register and index of members of foreign companies
380.—(1) The register of members of a foreign company required to be kept under section 379 must contain the following particulars:(a) the names and addresses of the members of the foreign company; (b) the date on which the name of each person was entered in the register as a member; (c) the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; (d) in the case of a foreign company having a share capital —(i) a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; and (ii) such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment; (e) such other particulars as may be prescribed.[15/2017] (2) Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —(a) keep an index in convenient form of the names of the members; (b) within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and (c) keep the index at the same place as the register of members.[15/2017] (3) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.[15/2017] (4) If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members to reflect the change.[Act 2 of 2022 wef 30/05/2022] —(1) The register of members of a foreign company required to be kept under section 379 must contain the following particulars:(a) the names and addresses of the members of the foreign company; (b) the date on which the name of each person was entered in the register as a member; (c) the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; (d) in the case of a foreign company having a share capital —(i) a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; and (ii) such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment; (e) such other particulars as may be prescribed.[15/2017] (2) Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —(a) keep an index in convenient form of the names of the members; (b) within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and (c) keep the index at the same place as the register of members.[15/2017] (3) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.[15/2017] (4) If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members to reflect the change.[Act 2 of 2022 wef 30/05/2022]
Register to be prima facie evidence
381. A register of members of a foreign company kept under section 379 is prima facie evidence of any matter which the register is required under this Division to be contained.[15/2017]
Certificate as to shareholding
382. A certificate made under the seal of a foreign company (or in any manner permitted for certificates of such type by the laws of the country or territory in which the foreign company is incorporated or established) specifying any shares held by any member of that company and registered in the register of members of the foreign company kept under section 379 is prima facie evidence of the title of the member to the shares and the registration of the shares in that register.[15/2017]
No civil proceedings to be brought in respect of bearer shares or share warrants
383.—(1) Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.[15/2017] (2) No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.[15/2017] —(1) Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.[15/2017] (2) No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.[15/2017]
Application of provisions of Act
384. Regulations made under section 411 may —(a) provide for —(i) the application of any provision of Division 7 of Part 4 relating to the transfer of shares in a company to the transfer of shares in a foreign company; and (ii) the application of Division 4 of Part 5 relating to the register of members to the register of members of a foreign company, subject to such adaptations, modifications or additions as may be prescribed; and (b) exempt any foreign company or class of foreign companies from all or any provision of this Division.[15/2017]
Penalties
386. If default is made by any foreign company in complying with any provision of this Division, other than a provision in which a penalty or punishment is expressly mentioned, the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.[36/2014]
Provisions on this page are reproduced verbatim from official open data. See the attribution line.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.