Companies Act 1967 · 2020 Revised Edition · Part 11 · Various Types of Companies, Etc.
370. As to registered office and authorised representatives of foreign companies
Last amended by an amending law of 2014.
Official textFrom Singapore Statutes Online, unchanged
A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.
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;
An authorised representative, until he or she ceases to be such in accordance with subsection (5) —
authorised representative
“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);
continues to be the authorised representative of the company;
is answerable for the doing of all such acts, matters and things, as are required to be done by the company under this Act; and
shall be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he or she satisfies the court hearing the matter that he or she should be not so liable.
A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a 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;
On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)(e) and a consent statement in respect of the new authorised representative with the Registrar.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of lodgment of the notice or on the date on which the consent statement in respect of another authorised representative is lodged with the Registrar under section 368(1)(f), whichever is the earlier, but if the notice states a date on which the firstmentioned authorised representative is to so cease and the date is later than the expiration of that period, on that date.
lodged
“lodged” means lodged under this Act or any corresponding previous written law;
Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company —
the foreign company must appoint another authorised representative; and
the authorised representative ceases to be an authorised representative of the foreign company on the date on which the consent statement in respect of another authorised representative is lodged under subsection (4).
Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative.
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;
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
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;
lodged
Defined · s 4“lodged” means lodged under this Act or any corresponding previous written law;
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;
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12