Company Law Cross-Border Debt Restructuring Legislative Amendment News Commentary Singapore

Re-Domicile to Restructure – “Good Forum Shopping” ?

As of 11 October 2017, foreign companies meeting the relevant criteria may “re-domicile” in Singapore, effectively becoming Singapore companies. This is in line with the amendments to the Companies Act made earlier in March this year.

Apart from the consequences of re-domiciliation highlighted in the Business Times article available here, it is also likely that this procedure will be used hand in hand with foreign companies seeking to make use of Singapore’s recently amended restructuring laws.

This is because a Singapore-incorporated company may avail itself of the restructuring regime as of right, whereas foreign companies must meet the legal test of “liable to be wound up” before the Singapore Court has jurisdiction to apply the Singapore restructuring regime to that foreign company.

As the English experience has shown, European companies frequently transfer their COMI to England for such purpose, i.e., to utilise English restructuring law to their benefit.

There is no reason to doubt that the Singapore experience will be any different.

Given the Government’s overt intentions to make Singapore an international centre for debt-restructuring, it is likely the legislative intention that these processes may be used in tandem.

13 October 2017

*The contents of this article represent the views and observations of the author alone from a Singapore law perspective and are subject to copyright protection under the laws of the Republic of Singapore (as may from time to time be amended). No part of this article may be reproduced, licensed, sold, published, transmitted, modified, adapted, publicly displayed and/or broadcast (including storage in any medium by electronic means whether or not transiently for any purpose save as permitted herein) without the prior written permission of the author.

Please note that whilst the information in this article is correct to the best of the author’s knowledge and belief at the time of writing, it is for academic reference, does not constitute legal advice and is only intended to provide a general guide to the subject matter. It should therefore not be treated as a substitute for specific professional advice for and/or in respect of any particular course of action as such information may not suit your specific business, operational and/or commercial requirements. You are therefore urged to seek legal advice for your specific situation. All the author’s rights are expressly reserved and nothing herein shall be construed as a waiver thereof.

#restructuring #singapore #COMI #redomiciliation #forum #shopping

 

 

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