《Carrying on Business in Singapore》.pdf

Carrying on Business In Singapore 1. Registration Requirements 1.1 Obligation to register: A foreign company without any legal presence in Singapore cannot carry on business unless the foreign company registers such business in Singapore under the Business Registration Act in Singapore or a company under the Companies Act. 1.2 What is Carrying on Business: The term carrying on business is defined in Section 366 of the Companies Act to include “administering, managing or otherwise dealing with property situated in Singapore as an agent, legal personal, representative, or trustee, whether by employees or agents or otherwise”. 1.2.1 The above definition is not exhaustive, and there is no comprehensive set of factors that will conclusively determine whether or not a company is carrying on business. 1.3 What is NOT Carrying on Business: The Companies Act sets out a list of activities, the doing only of which will not cause a foreign company to be regarded as carrying on business in Singapore. These are, if the foreign company: (a) is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute; (b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; (c) maintains any bank account; (d) effects any sale through an independent contractor; (e) solicits or procures any order which becomes a binding contract only if