All principal qualifying conditions
The foreign company’s control and management must not be exercised in Singapore, and it must have no head office or headquarters here. It must be subject to regulatory disclosure and adequate beneficial-owner transparency through exchange rules, law or other enforceable means. Its shares must be quoted on a securities exchange outside Singapore. Overseas listing alone is therefore insufficient.
Shares without title instruments
Where some share titles are not evidenced by instruments, those titles must be evidenced by records in a securities settlement system. The defined system is computer-based, enabling share title evidence and transfer without a written instrument, and may support incidental functions. This branch must not be conflated with paper instruments deposited in a depository.
Shares evidenced by instruments
Where title instruments exist, they may be deposited in a foreign central securities depository in the depositor’s name. Deposited titles must be transferable by book entry; governing law must deem the depositor holder of the shares recorded against that name, and the company must enter the depositor’s name and particulars in its register of members. A foreign depository performs a function corresponding to the SFA section 81SH Central Depository System.
Public-agency requests: fourteen calendar days
A public agency administering or enforcing written law may notify ACRA and send a written request. The company must respond within 14 calendar days after the request date, or a later date specified in the request. Calendar days include Saturdays, Sundays and public holidays. The exemption remains subject to this condition.
Seven years of membership information
Provide names and addresses of persons who were members within the seven years before the request, dates they became members, and dates of cessation for those who ceased in that period. Public agency means a government ministry or department, or a statutory corporation performing a public function, but excludes a Town Council under Town Councils Act section 4. The seven-year lookback is not replaced by a list of current members alone.
Dates and exemption scope
S 385/2023 was made on 17 June 2023, published on 21 June at 5 pm and effective on 28 June 2023, under section 411 read with section 384(b). It exempts section 379 only subject to the conditions, not all foreign-company filings or every ownership-transparency obligation.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗