Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
368. Documents, etc., to be lodged by foreign companies having place of business in Singapore
Last amended by an amending law of 2025. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
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 —
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
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 or her residential address and contact 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 or her residential address and contact 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 (called in this section and section 370 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:
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;
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 must register the foreign company under this Division by registration of the documents.
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.
document
“document” includes summons, order and other legal process, and notice and register;
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:
registered
“registered” means registered under this Act or any corresponding previous enactment;
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 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.
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.
repealed written laws
“repealed written laws” means the written laws repealed by this Act;
Terms defined in this Act
authorised representative
Defined · s 366“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);
business day
Defined · s 4“business day” means any day other than a Saturday, Sunday or public holiday;
certified
Defined · s 4“certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
contact address
Defined · s 4“contact address”, in relation to an individual, means an address that meets all of the following conditions:(a)it is a physical address at which the individual can be physically found or contacted by post;(b)it is not a post office box number;(c)it is located in the same jurisdiction as the individual’s residential address;
director
Defined · s 4“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
document
Defined · s 4“document” includes summons, order and other legal process, and notice and register;
entity
Defined · s 209A“entity” means an entity that is referred to in the Accounting Standards in relation to the preparation of financial statements and the requirements for the preparation of financial statements;
financial statements
Defined · s 209A“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
identification
Defined · s 4“identification” means —(a)in the case of an individual issued with an identity card under the National Registration Act 1965 — the number of the individual’s identity card;(b)in the case of an individual not issued with an identity card under that Act — particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar; and(c)in the case of a person other than an individual —(i)where the person is formed or incorporated in Singapore — the unique entity number of the person issued by a public agency;(ii)where the person is formed or incorporated outside Singapore and is registered under Division 2 of Part 11 — the unique entity number of the person issued by the Registrar; or(iii)where the person is formed or incorporated outside Singapore and is not registered under Division 2 of Part 11 — the identification number or registration number of the person on the corporate entity register (if applicable) of the jurisdiction where the person is formed or incorporated or any other similar evidence of identity acceptable to the Registrar;
legal entity
Defined · s 386AB“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
name
Defined · s 4“full name” or “name” means —(a)in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or(b)in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;
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;
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.
repealed written laws
Defined · s 4“repealed written laws” means the written laws repealed by this Act;
residential address
Defined · s 4“residential address” means —(a)in the case of a person registered under the National Registration Act 1965 — the place of residence of that person as registered under that Act; or(b)in the case of a person not registered under the National Registration Act 1965 — the usual residential address of that person;
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12