Moving Overseas? What Happens to Your Singapore Company

Picture a founder who has run a Singapore company for five years and is about to move to the UK. The new tax year is close, the company's books have slipped, and soon another country will want to know exactly what they earn. Can it be fixed before then?

Yes, and the earlier the better. Moving overseas doesn't close your Singapore company or take it with you. It does change who signs for the company, where it is tax resident, and how the money you take out is taxed. This guide covers the Singapore side of all three, and what to fix before you go. For your new country's rules you'll need an adviser there; we list the questions to ask them at the end.

First decision: keep trading, go dormant, or close

Start with what the company is for after you leave.

A dormant company still has officers and still files with ACRA; our guide to whether a dormant company must file its tax return covers the IRAS side.

Your company still needs a local director

Under the Companies Act, every Singapore company must have at least one director who is ordinarily resident in Singapore. ACRA's eligibility rules say the director must be ordinarily resident, at least 18, and a Singapore citizen, permanent resident, or someone who meets local residency rules. If you were that director, someone has to replace you before you go.

You also need a company secretary whose main home is in Singapore. The post cannot stay empty for more than six months, and a sole director cannot also be the secretary. Any change of officers has to be filed through Bizfile within 14 days; our corporate secretarial services handle these filings and the annual return while you're away.

Here are the usual options for the resident director:

1. A co-founder, partner or senior employee who lives in Singapore. Best when they take part in decisions.
2. Someone you trust in Singapore, provided they accept that a director carries real legal duties.
3. A nominee director arranged through a registered corporate service provider. Since 9 June 2025, the Corporate Service Providers Act requires anyone acting as a nominee director by way of business to be arranged by a registered CSP, which must assess them as fit and proper. Since 16 June 2025, a director's nominee status also appears publicly as "ND" on the company's business profile, though the nominator's identity stays private.

A nominee is a full director with legal duties, not a name on a form, and appointing one does not by itself keep the company Singapore tax resident. We refer clients to nominee director providers when they need one. Whichever route you choose, put the arrangement in writing: what the director can sign, how they get information, what they're paid, and how the arrangement ends.

Where your company is tax resident

Many founders underestimate this part, partly because it is separate from your own residence: you can become non-resident while the company stays resident, or the other way round. IRAS treats a company as tax resident where its control and management is exercised, usually where the board meets to make strategic decisions. Where the company was incorporated is not decisive, and residence can change from one year to the next.

IRAS looks at:

• whether board meetings are held in Singapore
• whether strategic decisions are actually made at those meetings
• whether the directors are based in or outside Singapore
• whether the local director makes strategic decisions
• whether key employees are based in Singapore

If you are the sole decision-maker and you make every important call from London or Sydney, the company can stop being Singapore tax resident even with a local director on the register. For board meetings held by video, IRAS generally treats decisions as made in Singapore only if at least half of the directors with authority to make strategic decisions, or the chairman, are physically in Singapore during the meeting.

Losing Singapore residence has a cost. IRAS ties several benefits to it, including the start-up tax exemption, foreign tax credits and access to Singapore's tax treaties. Your new country may also have its own test that could treat the company as resident there. Raise that with your overseas adviser before you move.

How to prove residence: the certificate of residence

A certificate of residence (COR) is a letter from IRAS confirming the company is Singapore tax resident for a calendar year. Foreign tax authorities ask for it before they apply treaty rates.

1. Log in to myTax Portal as a Corppass Approver for "Corporate Tax (Filing and Applications)".
2. Select Apply for Certificate of Residence (COR) and choose the calendar year and the foreign jurisdiction.
3. Confirm the company's control and management was exercised in Singapore for the whole calendar year.
4. IRAS processes the application within 7 working days and posts the COR to your myTax Portal notices.

You can apply for the current year, up to four years back, and from October for the following year. IRAS issues a COR only if control and management was in Singapore for the whole calendar year, so the board minutes you keep now are your evidence later.

Paying yourself after you leave

Once you are in Singapore for fewer than 183 days in a calendar year, IRAS treats you as a non-resident director. The company must then withhold 24% of everything it pays you as a director, including fees, salary, bonuses and benefits, and pay it to IRAS by the 15th of the second month after the date of payment. For director's fees, the date of payment is the date the fees are approved at the AGM.

Here's an example. A company approves S$60,000 of director's fees for its overseas-based founder at the AGM on 20 June. It withholds S$14,400 (24%) and must file and pay by 15 August. The full fee is caught even if the founder did every hour of work overseas.

Dividends work differently. Singapore's one-tier system means the company pays tax on its profits and the dividend reaches you free of further Singapore tax, with no withholding; our dividend tax guide explains the mechanics. Your new country may still tax the dividend, which is why the split between fees and dividends should be agreed with both advisers. If the company also pays you, or anyone else overseas, interest, royalties or service fees, separate withholding rules apply; our withholding tax guide covers them and the filing itself.

Get the books in order before you go

This is the part we can fix fastest.

1. Catch up the bookkeeping. Reconcile every bank account and card to the last day before you leave, so the opening position under your new tax residence is clean.
2. Clear up the director's current account. List every withdrawal and label it: salary, director's fee, dividend, expense reimbursement, or loan. An overdrawn account is a loan to you. Section 162 of the Companies Act restricts loans to directors, but it does not apply to exempt private companies, which many owner-run companies are. Either way, record it and agree how it will be repaid.
3. Confirm retained earnings before you pay dividends. Dividends can only come out of profits, so you need accounts that show what is available.
4. Start minuting where decisions are made. Record who attended each board meeting, where they were physically, and what was decided.
5. Keep the registered office and registers current, including the register of registrable controllers and, if you appoint a nominee, the register of nominee directors.
6. Hand over access, and a second contact: Corppass roles, bank signatories and tokens, Xero, registered office mail, and someone in Singapore who can act if you're unreachable. Access lets people file and pay; it doesn't move the legal duties, which stay with the directors.
7. Put every deadline in one calendar: ECI within three months of your financial year-end (unless you qualify for the waiver), the annual return within seven months, Form C-S by 30 November, withholding tax on director's fees, GST returns if you're registered, and your new country's filing dates.

Clean records help the overseas side too: if your new country taxes your worldwide income from a set date, your adviser there will want to see what you took out before and after it.

Questions to take to your overseas adviser

Take these to an adviser in your new country:

• From what date am I tax resident there, and when does that country's tax year start? (The UK's starts on 6 April, for example.)
• How will my Singapore director's fees and dividends be taxed, and can I claim credit for the 24% Singapore withholding?
• Could the Singapore company be treated as resident in my new country because I manage it from there?
• Does the double tax agreement with Singapore change any of this?

Frequently asked questions

Can I run my Singapore company from overseas?

Yes, as long as the company keeps at least one director who is ordinarily resident in Singapore and a resident company secretary. The bigger risk is tax residence: if all strategic decisions move overseas with you, the company may no longer be Singapore tax resident.

Do I need a nominee director if I move abroad?

Only if no one ordinarily resident in Singapore can serve as director. A nominee director must be arranged through an ACRA-registered corporate service provider, and their nominee status appears on the company's business profile. They carry full legal duties as a director.

How do I get a certificate of residence for my company?

Apply on myTax Portal through the "Apply for Certificate of Residence (COR)" service, signed in as a Corppass Approver for corporate tax. IRAS processes applications within 7 working days, and issues a COR only if the company's control and management was in Singapore for the whole calendar year.

How are my director's fees taxed once I live overseas?

If you are in Singapore for fewer than 183 days in the calendar year, the company withholds 24% of your director's fees and pays it to IRAS by the 15th of the second month after the AGM that approved them. The full fee is taxed even if you did the work overseas.

Should I close my Singapore company instead?

If the business has stopped for good, striking off is simpler than keeping a director, secretary and annual filings going. If you might trade again, keep it running or dormant.

Leave with clean books

We help owners who are relocating get the Singapore side in order: catch-up bookkeeping, a reconciled director's account, board minutes, and the filings that keep running while you're away. See how our bookkeeping service works, or let our corporate tax service handle your year-end accounts, tax and withholding filings. Book a free consultation, no obligation, and we'll tell you what needs fixing before you fly.