Singapore legislation
Regulation 7
Regulation 7
Minimum requirements
Subregulation 1
For the purposes of section 360(1) of the Act, the minimum requirements prescribed for registration are —
the foreign corporate entity satisfies the size criteria set out in paragraph (2), (3) or (4);
subject to paragraph (5), as at the date of the application by the foreign corporate entity for registration under section 358(1) of the Act, there is no ground on which the foreign corporate entity could be found to be unable to pay its debts;
subject to paragraph (5), as at the date of the application by the foreign corporate entity for registration under section 358(1) of the Act, the value of the foreign corporate entity’s assets is not less than the value of its liabilities (including contingent liabilities);
subject to paragraph (5), the foreign corporate entity will —
if it is intended to commence winding up of the foreign corporate entity within 12 months immediately after the date of the application by the foreign corporate entity for registration under section 358(1) of the Act, be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or
if it is not intended to commence winding up of the foreign corporate entity within 12 months immediately after the date of the application by the foreign corporate entity for registration under section 358(1) of the Act, be able to pay its debts as they fall due during the period of 12 months immediately after the date of the application by the foreign corporate entity for registration under section 358(1) of the Act;
the foreign corporate entity is authorised to transfer its incorporation under the law of its place of incorporation;
the foreign corporate entity has complied with the requirements of the law of its place of incorporation in relation to the transfer of its incorporation;
(fa)as at the date of the application by the foreign corporate entity for registration under section 358(1) of the Act, the foreign corporate entity’s first financial year end at its place of incorporation has passed;
the application by the foreign corporate entity for registration under section 358(1) of the Act is —
not intended to defraud existing creditors of the foreign corporate entity; and
made in good faith;
no receiver, or receiver and manager, is in possession of, or has control over, any property of the foreign corporate entity and no proceeding to appoint a receiver, or receiver and manager, in respect of any property of the foreign corporate entity is ongoing or pending;
the foreign corporate entity is not under judicial management and no proceeding to place the foreign corporate entity under judicial management is ongoing or pending;
no compromise or arrangement made between the foreign corporate entity and another person or other persons is being administered and no proceeding to place the foreign corporate entity under any compromise or arrangement is ongoing or pending;
the foreign corporate entity is not in liquidation or being wound up and no proceeding for liquidation or winding up against the foreign corporate entity is ongoing or pending; and
no other judicial or administrative proceeding under a law relating to insolvency or adjustment of debt, in which the property or affairs of the foreign corporate entity are or would be subject to control or supervision by a judicial or administrative authority for the purpose of reorganisation or liquidation, is ongoing or pending.
Subregulation 2
Except where the foreign corporate entity is a parent or a subsidiary, a foreign corporate entity satisfies the size criteria mentioned in paragraph (1)(a) if any 2 of the following criteria are met:
the value of the foreign corporate entity’s total assets exceeds $10 million;
the annual revenue of the foreign corporate entity exceeds $10 million; (c)the foreign corporate entity has more than 50 employees.
Subregulation 3
Where the foreign corporate entity is a parent, the foreign corporate entity satisfies the size criteria mentioned in paragraph (1)(a) if any 2 of the following criteria are met:
the value of the consolidated total assets of the foreign corporate entity’s group, determined in accordance with the accounting standards applicable to the group, exceeds $10 million;
the consolidated revenue of the foreign corporate entity’s group, determined in accordance with the accounting standards applicable to the group, exceeds $10 million;
the foreign corporate entity’s group has more than 50 employees.
Subregulation 4
Where the foreign corporate entity is a subsidiary, the foreign corporate entity satisfies the size criteria mentioned in paragraph (1)(a) if —
the foreign corporate entity is a subsidiary of a parent that —
is a foreign corporate entity registered under Part 10A of the Act that satisfies the size criteria mentioned in paragraph (3); or
is a company that would, if it were a foreign corporate entity, satisfy the size criteria mentioned in paragraph (3); or
the foreign corporate entity —
is not itself a parent; and
meets any 2 of the following criteria:
the value of the foreign corporate entity’s total assets exceeds $10 million;
the annual revenue of the foreign corporate entity exceeds $10 million;
the foreign corporate entity has more than 50 employees.
Subregulation 5
A foreign corporate entity need not satisfy the minimum requirements mentioned in paragraph (1)(b), (c) and (d) if the Registrar is satisfied that the foreign corporate entity intends, upon registration of the foreign corporate entity as a company limited by shares under the Act —
to make an application to the Court under section 210(1) of the Act or section 64(1), 65(1), 71(1) or 91 of the Insolvency, Restructuring and Dissolution Act 2018; or
to obtain under section 94(11) of the Insolvency, Restructuring and Dissolution Act 2018 a resolution of the creditors of the company for the company to be placed under the judicial management of a judicial manager.
Subregulation 6
For the purposes of paragraph (1)(b) and (d), all liabilities of the foreign corporate entity (including contingent liabilities) must be taken into account.
Subregulation 7
For the purposes of paragraph (1)(c), the following must be taken into account:
the most recent financial statements of the foreign corporate entity;
all other circumstances that the directors of the foreign corporate entity know or ought to know affect, or may affect, the value of the foreign corporate entity’s assets and the value of its liabilities (including contingent liabilities).
Subregulation 8
For the purposes of paragraph (1)(c), valuations of the foreign corporate entity’s assets or estimates of the foreign corporate entity’s liabilities that are reasonable in the circumstances may be relied on.
Subregulation 9
In determining, for the purposes of paragraph (7)(b), the value of a contingent liability, the following may be taken into account:
the likelihood of the contingency occurring;
any claim the foreign corporate entity is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability.
Subregulation 10
In this regulation —
Definition
“group”, “parent” and “subsidiary” have the meanings given by the Accounting Standards;
Definition
“judicial manager” has the meaning given by section 88(1) of the Insolvency, Restructuring and Dissolution Act 2018.