Clause 156

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

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

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

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;

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 residential address;

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 residential address;

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 (referred to in this section and section 370 as the consent statement);

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;

a notice in the prescribed form containing the following particulars:

in the case —

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

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

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

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

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 shall register the foreign company under this Division by registration of the documents.(2) Any document required to be served under this Act on a director or an authorised representative of a foreign company shall be sufficiently served if addressed to the director or authorised representative and left at or sent by post to his residential address or, if the director or authorised representative has provided an alternate address under section 370A, his alternate address.(3) The following shall 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 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;

where the memorandum of appointment or power of attorney referred to 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.(4) Subsection (1) shall apply 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.Duty of directors and authorised representatives to provide information to foreign company368A.—

A director shall 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 initial appointment, unless he has previously given the information to the company in writing.(2) An authorised representative shall give the foreign company —

any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his initial appointment, unless he has previously given the information to the company in writing; and

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 particulars.(3) Notwithstanding subsection (1) or (2), a director or an authorised representative shall, 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.(4) The director or authorised representative referred to in subsection (3) shall 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.(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.Savings and transitional provisions for existing particulars of directors and authorised representatives 368B.—

If a foreign company, whether incorporated before, on or after the date of commencement of section 156 of the Companies (Amendment) Act 2014 —

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, shall 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

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, shall 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).(2) For the purposes of subsection (1) —

the address lodged with the Registrar in respect of a director under section 368(1)(c) in force immediately before the date of commencement of section 156 of the Companies (Amendment) Act 2014 shall be treated as his residential address; and

the address lodged with the Registrar in respect of an agent under section 368(1)(e) in force immediately before the date of commencement of section 156 of the Companies (Amendment) Act 2014 shall be treated as his residential address in his capacity as an authorised representative of the foreign company.”.