tag:blogger.com,1999:blog-30288334228851199182024-02-08T06:03:38.093-08:00Singapore Company IncorporationSingapore Company Incorporation - Business Formation, Business RegistrationUnknownnoreply@blogger.comBlogger8125tag:blogger.com,1999:blog-3028833422885119918.post-36104289274151468402008-10-05T07:05:00.000-07:002008-10-05T07:13:26.797-07:00Singapore EntrePass - Entrepreneur Pass - Business Work Visa for EntrepreneursForeign entrepreneurs who wish to establish their company and reside in Singapore have two options to choose from: Entrepass and Employment pass. Each one has its own advantages in terms of ease of approval, processing period and mandatory requirements.<br /><br />1. EntrePass<br />2. <a href="http://www.singaporebusinessformation.com/singapore-employment-pass-visa-employment-entrepass.shtml">Employment Pass</a><br /><br />The Entrepass, designed to facilitate the entry and stay of entrepreneurs who are ready to start a new business and who will be actively involved in the operation of the company in Singapore, the EntrePass, with an initial validity period of up to 2 years will be issued upon the submission of a sound business proposal. The EntrePass also allows your immediate family to live in Singapore while you start and grow your business here. With the EntrePass you may leave and re-enter Singapore frequently with ease. It is renewable for as long as the business remains viable.<br /><br />EntrePass applicants will be assessed on the credibility of their proposed Business Plan, which should include the objective or nature of the business, products or services to be offered; marketing strategies, development plans and milestones, projected sales turnover, intended amount of investment and staffing plan.<br /><br />Most Entrepreneurs will have no problem getting an EntrePass visa approved, although the approval is dependant on the type of business you intend to set up, how you prepare and present your Business Plan, your current citizenship, the amount of capital investment, local job creation, your past work experience and possibly your education level.<br /><br />Preparing a good Business Plan for your application is one of the most crucial aspects of acquiring an EntrePass Visa. A well thought-out Business Plan markedly improves your chances of getting a Singapore EntrePass.<br /><br /><strong>EntrePass Processing Time</strong><br /><br />The process of assessing an EntrePass application should be around 25 days from the date of receipt. It is important that all information and supporting documents requested are submitted correctly to ensure fast approval. An incomplete application will lengthen processing time and may result in rejection.<br /><br /><strong>Validity of EntrePass</strong><br /><br />If your application is successful, you will normally be issued an EntrePass that is valid for two years. You do not need to incorporate your business in Singapore until the successful outcome of your EntrePass application.<br /><br />Your EntrePass and dependants passes allow you to bring your immediate family members to Singapore to live with you.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-49861267856249193012008-10-04T09:03:00.000-07:002008-10-05T07:14:18.126-07:00SocietyA society is defined in the Societies Act as a club, company, partnership or association of 10 or more persons, whatever its nature or object, and not already registered under any other law.<br /><br />A society should hold its Annual General Meeting in accordance with the provision in the society's constitution. It is required to submit its Annual Return and audited accounts within a month of the holding its Annual General Meeting.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-20260798691139404532008-10-04T08:55:00.000-07:002008-10-05T07:14:41.353-07:00Limited Liability Partnership (LLP)The limited liability partnership is a relative newcomer to the Singapore business world and sits between partnerships and private limited companies. LLPs were introduced to provide a business vehicle which has the flexibility of a partnership, with the benefit of limited liability.<br /><br />LLPs do not have directors, shareholders or partners. Instead they just have members, who own and run the business. LLPs are taxed in a similar manner as partnerships. This means that members of LLPs are treated as if they are carrying on business personally and taxed as self-employed. The members of LLPs are also treated for taxation purposes as owning the assets of the business personally.<br /><br />However this comes with safeguards in law to minimize abuse and provide protection to parties who deal with the LLP. The LLP is a body corporate and has legal personality separate from its partners. The LLP has perpetual succession. Any change in the partners of a LLP does not affect its existence, rights or liabilities.<br /><br />An LLP is capable of:<br /><ul><li>Suing and being sued in its name; </li><li>Acquiring and holding property in its name; </li><li>Having a common seal and </li><li>Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer. </li></ul>Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-5314932152956334412008-10-04T08:53:00.001-07:002008-10-05T07:14:41.354-07:00Companies Limited by GuaranteeThe liability of members is limited to such amount as they undertake to contribute to the assets on winding-up. That amount is specified in its memorandum of association, which forms part of a company's constitution. If the company is wound-up, each person who is a member at that time or has been a member within one year of winding up may be required to contribute up to the amount of his guarantee towards payment of the debts incurred while he was a member. Past members are liable only if the present members default. Such companies are invariably non-profit-making concerns. They include professional bodies, trade societies, clubs etc.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-44680927278179489772008-10-04T08:34:00.000-07:002008-10-05T07:14:41.354-07:00Singapore Private Limited CompanyA company is a business entity registered under the Singapore Companies Act, Chapter 50. Unlike a business firm such as a sole proprietorship or partnership, it has a legal personality i.e. it has rights to own properties, can sue or be sued. It usually has the words 'Pte Ltd' or 'Ltd' as part of its name. In many European or the USA, it is commonly known as a Corporation.<br /><br />A private limited company has its own legal identity, separate from its shareholders (who own the company) and its directors (who manage the company). Companies pay corporation tax on their profits, Shareholders receive dividends which are tax free under the Singapore new one tier tax system and directors pay income tax as employees officers on any remuneration paid.<br /><br />One of the major advantages of a limited company is that the shareholders are not liable for the company's debts beyond the amount of share capital they have subscribed, provided there has been no deceit, fraud or malpractice.<br /><br />Another advantage of such a company is that it is easy to transfer the ownership, either wholly or partially, through the selling of all or part of its total shares, or through the issue of new shares to additional investors. There is no need to wind up the company in the event of deaths, or changes amongst the shareholders or directors.<br /><br />In Singapore, a company can be incorporated in one of the following ways:<br /><br />There are two types of Private Companies Limited by Shares<br /><br /><strong>Private Company</strong><br /><br />This is a locally incorporated company where the number of shareholders is limited to 50.<br /><br /><strong>Exempt Private Company</strong><br /><br />An exempt private company is a private limited company, of which all shares are not held directly or indirectly by any corporation (i.e. another limited company), and which has not more than 20 members. An exempt private company need not file its annual accounts with the ACRA for the information of the public as long as the company files a Certificate of an Exempt Private Company, that the company is able to meet its liabilities as and when they fall due.<br /><br /><strong>Advantages</strong><br /><strong></strong><ul><li>Limited liability for shareholders. This means that if the company fails, the shareholders may lose the entire value of their shares but no more, unless they have given guarantees.</li><li>A company has its own legal identity. This means that, it can enter into legal agreements, it can own property, it can sue and be sued all in its own name. It will continue to exist, even if its shareholders or directors die, resign or go bankrupt. </li><li>It is easier to transfer the ownership of a company than an interest in a partnership, as all that is required is a transfer of shares, subject to the company's constitution. </li><li>Clear structures are laid out in the Companies Act governing the organisation and procedures to be followed by companies. </li><li>The minimum number of shareholders and directors is one. </li><li>Companies may find it easier than partnerships to borrow, as they are able to create floating charges over their assets. </li><li>Incorporation is sometimes seen as supporting an image of status and credibility. </li><li>Exempt Private Limited companies owned by individual shareholders need not audit its accounts if the company's annual turnover falls below S$5 million. </li></ul><strong>Disadvantages</strong><br /><ul><li>Companies are governed by tighter rules and regulations than partnerships. For example, they must follow the detailed rules and procedures set out in the Companies Act. Company accounts must show more information than the accounts of a partnership and companies must have at least one director and one company secretary. </li><li>Companies face greater disclosure and administration requirements than partnerships. Therefore, the running costs for a company are generally higher than for a partnership. For example, they must file annual audited accounts or FRS or Directors' Report if they are exempted from audit and returns with ACRA (Registrar of Companies), with penalties if they are late. These can be publicly available </li><li>Directors must not make any secret profit out of their position and they must exercise their powers for the benefit of the company. </li><li>Directors must disclose to the company certain information about their interests in the company's shares, contracts and debentures. </li><li>There are restrictions on the freedom of the company to enter into contracts or arrangements with its directors. </li><li>A director is always subject to removal by an ordinary resolution passed by the shareholders. </li><li>Directors can have personal liability in some circumstances, for example if they breach their duties to the company, or if they commit wrongful or fraudulent trading. </li><li>Limited liability may mean very little in practice, if the directors or shareholders have to give personal guarantees to banks or landlords. </li><li>Ceasing to trade can be more difficult and costly than in the case of partnerships, as the business belongs to the company, and that company will need to be correctly wound up. </li><li>Companies can be more expensive to set up than partnerships. </li></ul>Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-31183795916100048272008-10-04T08:25:00.000-07:002008-10-05T07:14:41.354-07:00Partnership in SingaporeA partnership is made up of more than one person or company. Generally, all partners have equal rights in the management of the partnership. To avoid possible disputes, it is preferable that a partnership agreement is drawn up. Partnerships may have between two and twenty partners. Once there are more than twenty partners, the business entity must be registered as a company.<br /><br />A partnership is not a legal entity such that the partnership has to sue or be sued in the names of the partners. The liability of each partner is unlimited. A partnership consisting of foreign individuals or persons will not be registered by the Registrar unless there is a Singapore local resident manager.<br /><br />The advantage of operating a sole-proprietorship or partnership is that disclosures of financial statements to the general public are not required. Losses incurred by such businesses can be set off against other personal income such as interest, rental and dividend as well as employment income (if any).<br /><br /><strong>Advantages</strong><br /><strong></strong><ul><li>Partnerships face fewer statutory controls than companies. </li><li>There is no requirement to audit or publish accounts or to register the Partnership Agreement.</li><li>No returns are required to be made by partnerships, except for income tax. </li><li>The internal structure of partnerships is very flexible. Most of the rules for the structure of partnerships can be overridden if the partners agree otherwise. </li><li>Partnerships can be simple and cheap to set up. There is no requirement to have any written documentation, although a Partnership Agreement is advisable (see above). </li><li>Partners owe a duty of good faith to each other. Partners must also account to the partnership for any secret profits that they make from the partnership without the consent of the other partners, including any profits gained from any competing business. </li></ul><strong>Disadvantages</strong><br /><strong></strong><ul><li>Partners face unlimited liability for all the debts of the partnership. This means that the personal assets of each partner are at risk. </li><li>Partners are jointly liable for partnership debts. This means that if one partner fails to pay his share of the partnership debt, the other partners must make up the shortfall. </li><li>Any individual partner can be sued for all the debts of the partnership. </li><li>The partnership does not have its own separate legal identity from the partners. </li><li>Therefore, unless otherwise agreed, the partnership will come to an end each time a partner leaves. </li><li>The avenues available for access to further capital for expansion are restricted by the amount of security that can be given personally by the individual partners. </li></ul>Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-44070320206456521502008-10-04T08:10:00.000-07:002008-10-05T07:14:41.354-07:00Sole-Proprietorshipor also commonly known as Sole-Trader<br /><p>Any individual carrying on a business on his/her own behalf will be a sole trader. Sole-traders are self-employed and pay income tax on the profits made by the business.<br /><br /><strong>Advantages</strong></p><ul><li>It is easy and quick to start trading as a sole trader as there are no formalities to comply with other than notifying the Tax Authorities. </li><li>The business itself is flexible. Any decisions and changes can be made easily as there is only one person to make the relevant choices. </li><li>All the profits generated by the business will belong to the sole-trader. </li><li>Sole-traders own their business and so are able to sell or transfer it as they wish. </li></ul><p><br /><strong>Disadvantages</strong></p><ul><li>A sole-trader has unlimited liability. This means that if the business should collapse, the sole-trader could loose not only the cash and other assets invested in the business but all his/her personal assets as well, to meet the debts of the business.</li><li>As there is only one person with overall responsibility for the success of the business this may increase the pressure on that individual. </li></ul>A sole-proprietorship is a business firm owned by one person or one locally incorporated company. There are no partners. The sole-proprietor has absolute say in the running of the business firm. Management rests on that one person and his liability is unlimited.<br /><br />It is an easy procedure to register a sole-proprietorship. There is no requirement for a sole-trader to maintain accounts for auditing purposes. For tax purposes, a balance sheet or statement of affairs as at the end of the year and a detailed profit and loss account must be submitted to the tax authorities.<br /><br />If such a business fails or is declared bankrupt, the creditors can sue the proprietor for all debts incurred. A legal claim can be made against the personal assets of the proprietor. One of the advantages of this form of business is that there are fewer formalities in terms of its formation and registration.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-3028833422885119918.post-89416505984459259112008-10-04T08:06:00.000-07:002008-10-05T07:14:41.354-07:00Various types of Business Entity in SingaporeWhen setting up a business, one of the first decisions that has to be made is which vehicle is most appropriate. Often, this decision will be determined by tax considerations, the rules or regulations that apply to particular types of business, the views of your investors, banks and lenders, the market in which you plan to operate, and who you plan to be in business with.<br /><p><strong>What are the different types of Business Entity in Singapore?</strong></p><p><a href="http://www.singaporebusinessformation.com/sole-proprietorship-in-singapore.shtml">Sole-Proprietorship</a><br /><a href="http://www.singaporebusinessformation.com/partnership-in-singapore.shtml">Partnership</a><br /><a href="http://www.singaporebusinessformation.com/singapore-private-limited-company.shtml">Singapore Private Limited Company</a><br /><a href="http://www.singaporebusinessformation.com/companies-limited-by-guarantee.shtml">Companies Limited by Guarantee</a><br /><a href="http://www.singaporebusinessformation.com/limited-liability-partnership-llp.shtml">Limited Liability Partnership (LLP)</a><br /><a href="http://www.singaporebusinessformation.com/society.shtml">Society</a><br /><a href="http://www.singaporebusinessformation.com/singapore-charities.shtml">Charities</a><br /><a href="http://www.singaporebusinessformation.com/singapore-public-company.shtml">Public Company</a><br /><br /><strong>Establishing a Foreign Branch Office in Singapore</strong></p><br />Foreign companies may set up branches in Singapore, but for tax reasons most prefer to set up a subsidiary. The Companies Act governs the procedures for acquiring or establishing a company, branch or subsidiary.Unknownnoreply@blogger.com