Clause 42

A foreign corporate entity which intends to be registered as a company limited by shares under this Act must apply to reserve the name of the intended company.(2) Section 27 applies to and in respect of an application under subsection (1) as if it were an application to reserve the name of an intended company under that section.(3) A foreign corporate entity must not be registered under section 359(1) unless the name which it is proposed to be registered has been reserved under section 27, as applied by subsection (2).Application for registration 358.—

A foreign corporate entity may apply to the Registrar to be registered as a company limited by shares under this Act.(2) An application under subsection (1) —

must be made in such form and manner, and contain such particulars, as may be prescribed;

must be accompanied by —

a certified copy of the charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution (if any), in its place of incorporation;

the constitution by which the foreign corporate entity proposes to be registered; (iii)such other documents as may be prescribed; and (iv)the prescribed fee.(3) The Registrar may require an applicant to furnish to the Registrar such further information or documents as the Registrar may require.Registration359.—

Subject to section 360, upon compliance by the foreign corporate entity with section 358, the Registrar may, if he thinks fit, register the foreign corporate entity as a company limited by shares by registering its constitution.(2) The registration of the foreign corporate entity is subject to such conditions that the Registrar may impose.(3) Upon registration of the foreign corporate entity, the Registrar must issue a notice of transfer of registration in the prescribed form stating that the company is, on and from the date specified in the notice —

registered by way of transfer of registration under this Act;

a company limited by shares; and

where applicable, a private company.(4) A certificate of confirmation of registration must be issued by the Registrar upon the application of the company.(5) A notice of transfer of registration issued under subsection (3), and a certificate of confirmation of registration issued under subsection (4), is each conclusive evidence —

that the foreign corporate entity is registered under this section; and

of the date of the company’s registration.(6) A foreign corporate entity registered under this section must, within 60 days after the issue of the notice of transfer of registration under subsection (3), or such further period as may be extended under subsection (7), submit to the Registrar a document evidencing that the foreign corporate entity has been de‑registered in its place of incorporation.(7) The Registrar may, on the application of the foreign corporate entity registered under this section, extend the 60‑day period mentioned in subsection (6) subject to such conditions as the Registrar considers fit.(8) The Registrar may, at any time in the Registrar’s discretion, waive or modify any condition imposed by the Registrar under subsection (2).(9) Any person aggrieved by —

the refusal of the Registrar to register a foreign corporate entity under subsection (1);

any condition of registration imposed by the Registrar under subsection (2); or (c)the modification of any condition by the Registrar under subsection (8),may within 30 days after the date of the refusal to register, or the imposition or modification of the condition, as the case may be, appeal to the Minister whose decision is final.When registration must be refused360.—

The Registrar must refuse to register a foreign corporate entity if he is not satisfied that the minimum requirements prescribed for registration have been met and that all other requirements for registration have been complied with.(2) The Registrar must refuse to register a foreign corporate entity if he is satisfied that —

the intended company 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 national security or interest for the intended company to be registered.(3) Any person aggrieved by the decision of the Registrar under subsection (1) or (2) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.Effect of registration361.—

Starting on the date of registration specified in the notice of transfer of registration —

the foreign corporate entity is deemed to be a company as defined in section 4(1) and all provisions of this Act pertaining to companies apply with such adaptations, exceptions and modifications as may be specified in regulations; and

if the foreign corporate entity was registered as a foreign company under Division 2 of Part XI immediately before that date, ceases to be so registered under Division 2 of that Part.(2) To avoid doubt, the registration of a foreign corporate entity does not —

create a new legal entity;

prejudice or affect the identity of the body corporate constituted by the foreign corporate entity or its continuity as a body corporate;

affect the property, or the rights or obligations, of the foreign corporate entity; or

render defective any legal proceedings by or against the foreign corporate entity,and any legal proceedings that could have been continued or commenced by or against the foreign corporate entity before its registration may be continued or commenced by or against the company after the registration.Revocation of registration362.—

The Registrar may by order revoke the registration of a company if the company fails to comply with section 359(6).(2) The Registrar must, before making an order of revocation —

give the company notice in writing of the Registrar’s intention to revoke the registration;

specify in the notice a period of at least 30 days within which the company may make written representations to the Registrar; and

consider the company’s written representations (if any) that are received by the Registrar within the time specified in the notice.(3) At the expiration of the time mentioned in the notice mentioned in subsection (2), the Registrar may, unless cause to the contrary is previously shown, order that the registration of the company be revoked.(4) The Registrar must —

cause a notice of the order of revocation to be published in the Gazette; and

serve a copy of the notice of the order of revocation on the company which registration is revoked.(5) Upon publication of the notice of the order of revocation in the Gazette, the order of revocation takes effect and the company ceases to be a company as defined in section 4(1) and the provisions of this Act cease to apply to the company. (6) An order of revocation under subsection (3) is final.(7) Despite the order of revocation in respect of a company under subsection (3), the liability, if any, of every officer and member of the company continues.(8) Nothing in this section prejudices —

the enforcement by any person of any right or claim against the company; or

the enforcement by the company of any right or claim against any person.Duty of company to register pre‑existing charges363.—

If, before the registration of a foreign corporate entity, there are any charges, whether created by the foreign corporate entity or otherwise, which would have been required to be registered under Division 8 of Part IV if the foreign corporate entity had been incorporated as a company under this Act, there must be lodged with the Registrar in the prescribed manner for registration, within 30 days after the date of registration of the company, a statement containing the prescribed particulars of the charge.(2) Documents and particulars required to be lodged for registration under subsection (1) may be lodged by the company concerned or by any person interested in the documents.(3) Where registration under subsection (1) is effected by some person other than the company concerned, that person is entitled to recover from the company the amount of any fees properly paid by him for the registration.(4) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.(5) To avoid doubt, a failure to comply with subsection (1) does not affect the continuity of status, operation or effect of any security, right, priority or obligation of the charge.(6) The Court, on being satisfied —

that the omission to register a charge requiring registration under subsection (1), or that the omission or mis‑statement of any particular with respect to such charge, was accidental or due to inadvertence or to some other sufficient cause or is not of a nature to prejudice the position of creditors or shareholders; or

that on other grounds it is just and equitable to grant relief,may on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient (including a term or condition that the rectification is to be without prejudice to any liability already incurred by the company or any of its officers in respect of the default) order that the time for registration be extended or that the omission or mis‑statement be rectified.(7) In respect of any charge that is required to be lodged under subsection (1), sections 134, 135, 136 and 138 apply as if the charge were a charge to which Division 8 of Part IV applied. Duties of company with respect to issue of certificates364.—

Within 60 days after the date of registration of the company, the company must complete and have ready for delivery appropriate certificates in respect of all persons registered as holders of existing shares or debentures, as the case may be, as at the date of registration.(2) Upon the delivery of the certificates to the holders of existing shares or debentures under subsection (1), all prior certificates in respect of such shares or debentures cease to be operative and cease to have any validity for the purposes of this Act.(3) Any share warrant, stating that the bearer of the warrant is entitled to the shares specified in the warrant and enabling the shares to be transferred by delivery of the warrant, that had been issued by the foreign corporate entity before the date of registration of the company is void.(4) If any company on which a notice has been served requiring the company to make good any default in complying with this section fails to make good the default within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as is specified in the order, and the order may provide that all costs of and incidental to the application are to be borne by the company or by any officer of the company in default in such proportions as the Court thinks fit. Regulations364A. The Minister may make regulations under section 411 in respect of applications for registration, and registration of a foreign corporate entity, under this Part, including —

prescribing the minimum and other requirements that a foreign corporate entity must meet before it may be registered under section 359(1);

waiving any requirement of this Part in respect of any foreign corporate entity, or class of foreign corporate entities; and

adapting, modifying or excluding the provisions of this Act in their application to any foreign corporate entity or class of foreign corporate entities registered under this Part.”.