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25 JUN 2018

Singapore Company Formation : Company Structure Guide

TOPIC : Incorporation

Which business structure should I select? This is the big question running through the mind of all aspiring entrepreneurs, who are on the way to register their company in Singapore.

The configuration of the business structure governs the taxes attached to it, its account and finance provisions, specifics of business expansion and individual accountability of directors.

A lot of research leading to a decision on the ideal structure of your business is followed by getting your Singapore business registered with the Accounting and Corporate Regulatory Authority (ACRA).

Singapore offers several business entities – in particular, sole-proprietorships, partnerships, limited partnerships (LP), limited liability partnerships (LLP), and companies. Here we discuss the most popular company structures from an entrepreneur’s point of view.

Private Limited Company

A PLC (Private Limited Company)is the most widely preferred type of business entity in Singapore. Most companies find this business structure most feasible because, in addition to being an individual legal identity, it also adds a professional and formal flavor to a business. A PLC has a different take in terms of its shares, i.e., its shareholders do not share the liability of its debts and liabilities beyond their own share capital.

It is Corporate and Beneficial

A PLC incorporated in accordance with the Companies Act (Cap. 50) has a separate legal existence from its owners/shareholders. This separate legal character has its own set of repercussions. In legal terminology, these are collectively known as a corporate veil.

The corporate veil pays off in the following ways:

· A company can sue and be sued on its own behalf

· Can buy property under its own name

· In general, the owners of the company cannot be held accountable for the debts and liabilities of the company.

· The company continues to exist even after the shareholders’ death or transfer of shareholders/ownership.

Basic Provisions of PLC

· A minimum of one shareholder, who can be a person or a corporate entity. Foreigners can hold 100% shares of the PLC.

· A minimum of one director who is a proper Singapore resident. The same person can be the director as well as the shareholder, or it can be two different people.

· There must be a minimum of one company secretary, who should be a natural person and an ordinary Singapore resident.

· A minimal initial paid-up share capital of at least S$1.

· A physical Singapore address that will serve as a registered address.

· If not exempted, an auditor has to be designated not later than three months after the company has been incorporated. Companies having not more than 20 shareholders fall under the exemption category, such that not a single shareholder is a corporate and the yearly turnover does not exceed S$5 million

Singapore Branch Office

Different from a subsidiary, a branch office is an extension of the foreign firm. The branch office necessitates registration with ACRA. However, it is not a separate legal entity. The foreign company has to bear the entire responsibility of the liabilities of the branch office.

The functional name of the branch office must be identical to that of the foreign company’s head office. Another requisite is to get the name approved before registering it in Singapore. The branch office is able to conduct all business operations that are within the scope of the foreign head office.

To operate and manage its business operations in Singapore, the branch office simply needs authorization. This does not make it a resident company, as a result of which it loses out on the local tax reliefs or allowances (the bright spot is that it might still be eligible for partial tax exemption).

The branch office can, however, send its profits to the home country. The part of its revenue that has been sourced from its Singapore operations alone falls within the ambit of Singapore corporate tax. Income, the source of which is outside Singapore is not eligible to be taxed. It is mandatory for the branch office to file its own accounts and also the accounts of its parent company, every year.

It is for the head office to appoint one agent, who is a common resident in Singapore, to ensure that the branch office complies with the appropriate rules and regulations and deals with all notices directed to the branch office. A Singapore branch must have a registered office address of Singapore. All its business documents should display the name and place of incorporation.

Irrespective of the simplicity of compliance, foreign companies do not prefer this corporate structure. The reasons for this are that without the corporate veil, the liabilities are directed at the parent company and coveted local tax benefits and concessions are unavailable. Generally, foreign companies opt for the subsidiary company format.

Singapore Subsidiary Company

A company that owns more than half of the shares of another company is known as the parent company and the company, the shares of which are being held, is regarded as a subsidiary. Majority of the foreign companies being established in Singapore prefer this type of pattern.

Foreign companies may own the entire Singapore company, i.e., 100% of its shares. The subsidiary has separate legal existence and the parent company is only accountable for the subscribed share capital. The corporate veil serves as a safety mechanism for the assets and interests of the parent company, safeguarding it from the liabilities and debts of the subsidiary.

The taxes applied to a subsidiary are the same as those applied to a local company. This type of tax regime benefits the foreign company with Singapore’s business-friendly tax rates and other applicable waivers and support.

Apart from what is essentially needed for a PLC, it is also necessary to appoint an auditor for the subsidiary, not later than three months after it has been incorporated. Audited accounts have to be submitted to the IRAS every year.

Foreign entrepreneurs and companies, setting up companies in Singapore, must hire the services of a corporate service agency. It is not possible for them to incorporate a company on their own. An experienced corporate services provider in Singapore can provide the best of services, beginning with incorporation till getting the company in running state.

Conclusion

This article cites the Singapore company structures, available to an entrepreneur.

It aligns how entities differ from each other, their ups and downs and all factors to consider while deciding on the most suitable business for you.

For advice, information and support on the type of business structure to opt for, contact us for more details.

Detailed analysis on all that is required to register a company, estimate your business needs and finalizing the best company structure for you spells a successful start for your business in the island estate.

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Ship registration procedure and shipping industry in Singapore

The Singapore Registry of Ships makes it easy and fast for you to register your ship in Singapore. Once all relevant documents have been submitted, ship registration will be completed within two hours, and there will be various benefits if registered as a Singapore ship. Relevant Act ∙ Regulation - Merchant Shipping Act - Merchant Shipping (Registration of Ships) 1996 Procedure for ship registration Step 1. Check eligibility for ship registration in Singapore Step 2. Prepare application form - Approval for vessel's name - Apply for vessel’s official number and call sign / signal letters Step 3. Submit the relevant documents for provisional or permanent registration Step 4. Pay the initial registration fee and annual tonnage tax Step 5. Vessel Registered Prerequisites for registration Owner Only the following persons may be registered as owners of Singapore vessels: 1. Citizens / Permanent Residents (PRs) of Singapore 2. Companies incorporated in Singapore A vessel may be registered under the ownership of a foreign, or a locally owned, Singapore incorporated company 1) A foreign owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by non-citizens of Singapore 2) A local owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by citizens of Singapore, or by another local owned company Vessel Generally, ships less than 17 years would be considered for registration Provisional registration The Provisional Certificate is valid for a maximum period of one year with no possibility of extension. The vessel must be transferred to the permanent register before the end of this period. Documents to be submitted for Provisional Registration: - Application Form - Business Profile reported to Accounting and Corporate Regulatory Authority (ACRA) Appointment of A Manager Owners must appoint a manager whose residence is in Singapore. All communications relating to the vessel will be directed to the manager. The manager will be responsible for the operations of the vessel for all matters related to the crew, safety and prevention of pollution. ∙ An individual owner may appoint himself as the manager. ∙ A corporate owner may appoint a person in the company to be the vessel’s manager. ∙ If a company is appointed as the vessel’s manager instead, the name of the person in the company with the ultimate responsibility for the vessel and his status in the company must be clearly indicated. If there is any change in the manager, the owner must complete a new appointment of manager form and submit it to the Registrar within 7 days of the change. Evidence of Ownership - (New vessel) A copy of the Builder’s Certificate - (Existing vessel) A copy of the Bill of Sale or the transcript of its former registry, or any other similar document that can demonstrate its ownership Value of the Vessel The owner must declare the value of the vessel in Singapore dollars under the company’s letterhead if this is not already reflected in the other documents submitted (i.e. Bill of Sale). Tonnage Certificate All vessels must have their tonnages determined in accordance with the provisions of the Merchant Shipping (Tonnage) Regulations (which gives effect to the International Convention on Tonnage Measurement of Ships, 1969 (TM 69)). A tonnage certificate may be issued by the MPA’s Shipping Division or any of the classification societies authorized by the MPA (Maritime and Port Authority of Singapore) to do so. Class Certificate Class certificate may be accepted as evidence of seaworthiness. - (New vessel) Interim class certificate or Statement of entry - (Existing vessel) Statement of class maintained Tax benefits of SRS (Singapore Registry of Ships) To encourage companies to develop businesses in Singapore, ship registry offers benefits to Singapore-registered vessels. Withholding Tax (WHT) Exemption To further promote the growth of the maritime sector, qualifying shipping enterprises will enjoy automatic WHT exemption on interest and related payments made in respect of arrangements obtained to finance the purchase or construction of vessels, or the purchase of containers and intermodal equipment. Tax exemption Profits derived from the operation of a Singapore vessel are exempt from Singapore income tax. Singapore shipping industry Singapore registry of ships Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 3,843 43,702 2009 3,950 45,632 2010 3,978 48,783 2011 4,111 57,360 2012 4,232 65,018 2013 4,379 73,615 2014 4,595 82,249 2015 4,739 86,300 2016 4,717 88,023 2017 4,578 88,808 2018 4,456 90,944 2019 Jan 4,468 92,133 Feb 4,469 92,486 Mar 4,472 93,075 Apr 4,471 93,926 May 4,465 95,411 Jun 4,460 95,808 Jul 4,461 96,234 Aug 4,447 96,116 Sep 4,446 96,885 Oct 4,463 97,736 Vessel Arrivals Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 131,695 1,621,065 2009 130,575 1,784,669 2010 127,299 1,919,408 2011 127,998 2,120,282 2012 130,422 2,254,353 2013 139,417 2,326,121 2014 134,883 2,371,107 2015 132,922 2,504,155 2016 138,998 2,662,695 2017 145,147 2,799,585 2018 140,768 2,791,966 2019 Jan 11,678 248,250 Feb 10,275 214,560 Mar 11,509 229,405 Apr 11,243 226,032 May 11,697 235,454 Jun 11,138 227,457 Jul 11,554 238,851 Aug 11,739 236,774 Sep 11,547 244,462 Oct 12,026 250,282 ▶ The largest container ports worldwide in 2018, based on throughput (in million TEUs) Largest container ports worldwide - by volume of cargo handled 2018 The port of Shanghai was the largest container port in 2018, handling containers with a capacity of 42 million Twenty-foot Equivalent Units (TEU). In 2018, nine out of the ten busiest container ports were located in Asia. The world's largest container ports The busiest container ports in Asia include Shanghai, Singapore, and Hong Kong. In the United States, the neighboring ports of Los Angeles and Long Beach form the largest container hub in the country. The cities of Rotterdam, Hamburg, and Antwerp are home to the largest ports in Europe. The world's largest container terminals Singapore’s PSA International is ranked among the world’s leading marine terminal operators, followed by Hutchison Port Holdings, which is headquartered in the British Virgin Islands. PSA International operates several ports around the world, generating about four billion Singapore dollars in revenue in 2018. If you have any questions about Singapore company incorporation and investment, please contact us via Contact Us page. We will provide you with a variety of solutions for efficient business operations as well as practical advice on legal requirements.

All About Employment Pass in Singapore 2020

The Employment Pass (EP) is a work permit scheme aimed at skilled overseas employees with professional expertise, managers, and company directors who want to work and live in Singapore. This article spreads out specific information on the EP, including the overall perspective, criteria to apply for employment pass and registering a company and applying for an employment pass. Employment Pass – The Overall Perspective The Employment Pass (EP) is meant for expats who work as officers, managers and qualified experts in Singapore. First-ever applicants may get an EP for the first two years, following which it can get a renewal for a maximum of three years at one go. The EP is assigned to persons having employment offers, inclusive of a monthly salary of at least SG$3,600 (US$2.629). Aspirants with higher experience are offered more salaries so that they are eligible for this work visa. Nominees that have been offered a salary of SG$6,000 (US$4,383) or more per month, qualify to apply for a dependent’s pass for their legitimate spouse and unmarried children below the age of 21 years to be with them in Singapore. Applicants keen on bringing their parents, common-law spouse, or stepchildren should file an application for the Long Term Visit Pass (LTVP).The requirements are similar to those for dependent’s pass, nevertheless, only those with a minimum fixed monthly salary of S$12,000 (US$8,768) are eligible to get their parents into the country. No foreign employee tax or quota is allowed for this particular work permit. Additionally, it takes a maximum of 5 weeks to process EP applications. This process takes three weeks if done online. Conditions to Apply for Employment Pass Employment Pass in Singapore - Eligible or Not You qualify to file an application for an Employment Pass for Singapore, provided you fulfil all the conditions given below: You will work as a manager, an executive or a professional. You will fulfil the least Employment Pass salary conditions: If your work experience is less or you are a fresh graduate, your salary must be at least S$3,600. If you are older and more experienced, the EP lowest monthly salary benchmark will be higher. It is compulsory to be sufficiently qualified, such as having a university diploma, special competencies, or specialized skills. The Ministry of Manpower takes a call on whether an applicant fulfils the conditions of a Singapore Employment Pass. There are no approved institutes where you can take up work. Rather, the MOM considers other standards to determine your eligibility to get the EP, for instance, your employer’s ratings and labor standards, or your own requisite skills. If you are considering applying for the EP, you may undertake an assessment test the Self-Assessment Tool (SAT) on MOM’s website for determining whether you qualify or not. Fill in your details, your employment track record, education, and your prospective salary. The tool will let you know if you fulfil the requirements for the Employment Pass or any other pass. Documents Required for the Employment Pass While applying for a Singapore Employment Pass, the following supporting documents are a must: Filled Application Form for Employment Pass that can be downloaded from the MOM’s website. It must have yours (the foreign employee) and your employer’s (or an authorized person from the company) signatures. It must have the hiring company’s stamp. Photocopy of your passport’s personal information page and the issue/expiry date. Your academic certifications, like diplomas and degree qualifications. Corroboration for your academic certifications and paperwork, available at Dataflow or other worldwide verification authorities. At times, a notary certificate is not sufficient. If you are a Chinese citizen, a verification from China Higher Education Student Information and Career Center or China Academic Degrees & Graduate Education Information will suffice. The latest resume. Fresh passport-size photograph, according to the Singapore photo criterion. Copy of your prospective employer’s business profile. A narrative of your job responsibilities/duties. Letter of Support or Registration from a Registration Agency, Professional Body, or Accreditation Agency. On the basis of occupation, these letters of support can be availed from the following professional associations: Singapore Medical Council (Doctors) Singapore Dental Council (Dentists) Allied Health Professions Council (Diagnostic radiographers, Occupational therapists, Physiotherapists, Radiation therapists, Speech therapist) Singapore Nursing Board (Nurses) Singapore Pharmacy Council (Pharmacists) Traditional Chinese Medicine Practitioners Board (TCM Practitioners) Legal Services Regulatory Authority (Lawyers) Sport Singapore (Football player or coach) For the staff members of an eatery setup: A copy of the license from the Singapore Food Agency (SFA). Additional Documents Required In addition to the already mentioned documents, when you apply to get your Employment Pass issued, you will need to present: Your passport details. Details about your Short-Term Visit Pass or immigration pass. Your address of residence in Singapore. Your Embarkation/Disembarkation Card. If required: A medical examination form or a health declaration form. (As mentioned in the IPA letter, you will require a medical checkup. This must be done in Singapore.) Your IPA letter. Remember that those who process your application have the right to ask for further papers after they have the application. Documents in a language other than English are required to be translated into English. A scheme for registering a company and applying for employment pass Company Establishment + Employment Pass Application Service In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Incorporation of a Singapore company 2. Acquiring a Singapore Employment Pass work visa Singapore Company Setup Requirements · A local registered office address · 1 resident director · At least 1 shareholder · 1 company secretary · A paid-up capital of at least S$1 In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Pearson & Partners can help you set up your Singapore company and we can help you hire a resident nominee director as a provisional solution, till you get your Employment Pass 2. Submit your Employment Pass application 3. Transfer the directorship after receiving your Employment Pass 4. Move to Singapore and initiate your business Conclusion So essentially, the Employment Pass (EP) is a primary form of work visa that the Singapore government has for qualified professionals, executives, managers, owners and directors keen on taking up specialty positions in Singapore. We are a registered filing agent who provides custom-build solutions to new businesses in Singapore. If you are employing foreign workers and if you have questions regarding Singapore work visa, contact us for further info. We can help you with all company registration issues, in addition to applying for a work pass without you being physically present in Singapore.

Fintech Guidelines in Singapore: Regulations, Compliance and Sandbox

For fintech companies to get to work in Singapore, it important to be in line with the financial services-based rules, along with Singapore’s corporate laws. This article presents an outline of the regulations, compliance issues and sandbox guidelines, directly related to Fintech companies in Singapore. Fintech Regulations The ecosystem in Singapore provides all the support to businesses. The main controller for the majority of fintech enterprises is the MAS. Fintech businesses may come under the ruling of one or more of the following statutory provisions: · Commodity Trading Act · Moneylenders Act · Trust Companies Act · Insurance Act · Securities and Futures Act · Finance Companies Act · Banking Act; · Financial Advisers Act; · Companies Act; · Business Trusts Act; · Payment Services Act (PSA) substitutes the Payment Systems (Oversight) Act and the Money-Changing and Remittance Businesses Act The new PSA aims to create provisions for a better-suited atmosphere for innovation in financial settlements and also ensure the reduction of risks throughout the payments value chain. Controlled financial settlements comprise cash transfers, issue of digital money and payment tokens. Key Compliance Issues Largely, Fintech entities must think through these key regulatory compliance issues: · Consequences of financing (for instance, venture capital investments transformed into Fintech entities). · Copyright issues (for instance, administration and protection of intellectual property). · Financial regulatory and compliance (for instance, the kind of license required from the concerned agency or licensing reliefs that apply to a Fintech product or service). · Data security (for instance, the conditions enforced on Fintech enterprises, concerning personal client information that they deal with. Additionally, Singapore also has a general data protection scheme, framed by the Personal Data Protection Act 2012). · Consumer/technology agreements (for instance, software licensing contracts or terms of use of the Fintech product or service that cover matters of consumer protection). Also, the Cybersecurity Act 2018, is aimed at governing systems that provide basic services in Singapore. The MAS Fintech Regulatory Sandbox is a distinctive licensing system designed for Fintech entities. For a Fintech product or service to function in the Regulatory Sandbox, the MAS supplies the required regulatory support by reducing specific legal and regulatory necessities for the period of the Regulatory Sandbox. A Fintech company that applies for entry into the Regulatory Sandbox, must know about its lack of compliance with specific statutory and legal provisions while presenting the Regulatory Sandbox application. It must ensure that a plan exists for fulfilling these conditions. By and large, the Regulatory Sandbox will cease operations, if the Fintech company lacks compliance with the concerned statutory and legal standards by the close of the Regulatory Sandbox timeline. Fintech Regulatory Sandbox Guiding Principles To convert Singapore into a smart financial center, the Monetary Authority of Singapore (MAS), lately came out with the Fintech Regulatory Sandbox Guidelines. Earlier, a consultation paper was published by MAS. This paper was to simplify the legal provisions required by Fintech companies while testing innovative financial products and services regulated by the MAS. Based on the public discussion, the MAS has issued the final legal set of rules. These rules ease governing and legal obligations due to Fintech participants wanting to test and enforce innovative financial services in Singapore. The Regulatory Sandbox As explained by Ms Jacqueline Loh, the Deputy Managing Director of MAS, “The regulatory sandbox offers a favorable atmosphere for supervisory requirements to be business-friendly, enabling them to test budding innovations within the legal provisions.” This method is advantageous because FIs and startups are not required to surrender up-and-coming innovations just because they are not aware of its compliance with the statutory and legal criteria. The MAS’s directives list the main steps right from applying for the sandbox till its operation. Easing Regulatory Criteria According to the MAS, it will ease the legal criteria for applicants who succeed to the Sandbox. The directives underline the regulatory requirements that MAS may ease. These comprise: 1. Creditworthiness 2. Fund credibility and capital sufficiency; 3. Cash equilibrium. 4. License Fee; 5. Asset maintenance obligation; 6. Board constitution; Main Stages of the Sandbox 1. Application Stage The applicant presents the sandbox application to the MAS that checks the application and lets the applicant know the decision within 21 days. 2. Evaluation Stage If the applicant is practically right for the sandbox, the MAS will evaluate the application. After assessing it, the MAS will advise in writing to the applicant, to go ahead with the sandbox, or drop the idea. 3. Experimentation Stage After approval of the application, the sandbox is sent for the experiment, where the sandbox entity should apprise its customers about the financial service it operates sandbox and also about the corresponding risks. The entity must get a confirmation from the customers that they are clear about all risks. Evaluation Criteria The evaluation criteria in the guidelines to be filled by the applicant are: 1. The projected financial facilities use innovative technology, a rising technology or any prevailing technology differently; 2. The projected financial service focuses on specific matters or benefits consumers or the domain; 3. Once an applicant leaves sandbox, the intention is to expand the proposed financial service in Singapore; 4. The experiments and intended results of the sandbox tests must be well-defined, and the sandbox entity must update on the developments to the MAS consistently; 5. The corresponding limitations should be precisely stated; 6. The applicant must identify and eliminate the serious threats owing to the projected financial service 7. A satisfactory exit and changeover plan must be clear, in case the projected financial service is to be stopped. Promising Clarity, Flexibility & Transparency As per the MAS statement, the regulatory sandbox instructions will accomplish: 1. Better Transparency – The instructions cover examples and details specifying MAS’ expectations, like the criteria for accessing entry into the sandbox; 2. Increased Flexibility – The instructions cover higher flexibility and making the evaluation criteria easy for businesses keen on entering the sandbox. It also facilitates modifications while experimenting. Conclusion Despite the fact that Singapore lacks fintech-focused regulations, fintech firms are required to comply with the running laws that govern the financial services industry. These comprise ensuring the appropriate licensing, keeping personal data requirements updated, according to the Personal Data Protection Act and complying with AML/CFT notices. It is important to know that fintech is always going through innovations. Singapore lawmakers are always coming up with new ways to secure firms and consumers. Aspirants must always be updated with the latest compliance regulations as this new industry is always on the move. We would love if you get in touch with us to know everything about the Fintech domain in Singapore.

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