Companies Act 1967 · 2020 Revised Edition · Part 10A · Transfer of Registration
359. Registration
Last amended by an amending law of 2017.
Official textFrom Singapore Statutes Online, unchanged
Subject to section 360, upon compliance by the foreign corporate entity with section 358, the Registrar may, if the Registrar thinks fit, register the foreign corporate entity as a company limited by shares by registering its constitution.
foreign corporate entity
“foreign corporate entity” means a body corporate that is incorporated outside Singapore;
The registration of the foreign corporate entity is subject to such conditions that the Registrar may impose.
registration
“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
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 —
Registrar
“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
registered by way of transfer of registration under this Act;
a company limited by shares; and
where applicable, a private company.
A certificate of confirmation of registration must be issued by the Registrar upon the application of the company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
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 —
notice of transfer of registration
“notice of transfer of registration” means the notice of transfer of registration issued under section 359(3);
that the foreign corporate entity is registered under this section; and
of the date of the company’s registration.
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 deregistered in its place of incorporation.
registered
“registered” means registered under this Act or any corresponding previous enactment;
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.
The Registrar may, at any time in the Registrar’s discretion, waive or modify any condition imposed by the Registrar under subsection (2).
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
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.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
company limited by shares
Defined · s 4“company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount (if any) unpaid on the shares respectively held by them;
constitution
Defined · s 4“constitution”, in relation to a company, means —(a)the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and(b)in the case of a company incorporated before 3 January 2016, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;
document
Defined · s 4“document” includes summons, order and other legal process, and notice and register;
foreign corporate entity
Defined · s 356“foreign corporate entity” means a body corporate that is incorporated outside Singapore;
notice of transfer of registration
Defined · s 356“notice of transfer of registration” means the notice of transfer of registration issued under section 359(3);
place of incorporation
Defined · s 356“place of incorporation” means, in the case of a foreign corporate entity that had transferred its domicile after its incorporation, the jurisdiction where the foreign corporate entity is domiciled at the time it applies for registration;
private company
Defined · s 4“private company” means —(a)any company which immediately prior to 29 December 1967 was a private company under the provisions of the repealed written laws;(b)any company incorporated as a private company by virtue of section 18; or(c)any company converted into a private company pursuant to section 31(1),being a company which has not ceased to be a private company under section 31 or 32;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Registrar
Defined · s 4“Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies;
registration
Defined · s 356“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12