As of 11 October 2017, foreign companies meeting the relevant criteria may “re-domicile” in Singapore, effectively becoming Singapore companies. This is in line with the amendments to the Companies Act made earlier in March this year.

Apart from the consequences of re-domiciliation highlighted in the Business Times article available here, it is also likely that this procedure will be used hand in hand with foreign companies seeking to make use of Singapore’s recently amended restructuring laws.

This is because a Singapore-incorporated company may avail itself of the restructuring regime as of right, whereas foreign companies must meet the legal test of “liable to be wound up” before the Singapore Court has jurisdiction to apply the Singapore restructuring regime to that foreign company.

As the English experience has shown, European companies frequently transfer their COMI to England for such purpose, i.e., to utilise English restructuring law to their benefit.

There is no reason to doubt that the Singapore experience will be any different.

Given the Government’s overt intentions to make Singapore an international centre for debt-restructuring, it is likely the legislative intention that these processes may be used in tandem.

13 October 2017

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