Who is Exempted From Register Business with ACRA ?

 

If you intend to register Company with your owned name as your NRIC , then you are EXEMPTED  from register with ACRA

Scenario will be different if you include wording as follow :

” Love from  Tan Ah Moi “

OR

” handmade from Tan Ah Moi”

All the above is required company registration with ACRA .

What if Director not able to sign report

SCENARIO

Company A have 2 director but 1 of the director lose contact . How to apply report to be sign by 1 director ?

Companies Act Requirement

Company with 2 appointed director, report must be signed by BOTH director unless is single director company

So , how to comply ?

Application for relief from requirements relating to form and content of financial statements and directors’ statement [Section 202 of the Companies Act]

Company may apply report to be sign by single director with the specific reason and supporting documents ( to prove try to reach to director )

Click here for the application form

When to apply ?

Must apply BEFORE due date of Annual General Meeting (AGM) to avoid late filing penalty

Any Fees ?

Application fees of S$200 payable to ACRA ( non refundable )

What is Important Clause inside Company Constitution

Company constitution or formerly known as Company Memorandum and Article of Association (MA) is the compulsory legal documents for all Singapore registered company .

Company Constitution form binding agreement between Company and shareholder and among the shareholder themselves.

You may draft your own copy or used ACRA model constitution .

The following is the mandatory information for all Company :

  • Company Name
  • Registered address
  • Subscriber shares detail information ( name, residential address ,number of subscribe shares and value )
  • Liability Clause ( for company limited by share, it should stated clearly Shareholder liabilities only limit to the agreed amount invested in the company )

Above information will remain the same although change in company name, registered address , shareholder occur at later time .

Business profile is the only documents for up to date company information .

Aside above information, Company Constitution should consist list of regulation how the company should manage accordingly to the following basic clause :

QUORUM

Quorum is part of decision making structure .

Normally Quorum required 2 attendance and Company can change their quorum from time to time .

COMPANY DIRECTOR

  • Appointment and resignation regulation
  • Duties and scope of power
  • Share qualification : Some of company required director to hold share.

TYPE OF MEETING

  • Annual General meeting (AGM) and Extraordinary General Meeting (EGM)
  • regulation in calling for meeting
  • regulation in holding the meeting

SHARE CAPITAL CLAUSE

  • Procedure in issue shares, transfer shares, calls on shares etc
  • Shareholder right ( voting right , right to attend meeting etc)

Some of the company find that Company constitution is published documents ( anyone can purchase from ACRA ) so Shareholder Agreement is prepared

Related Article : what is Shareholder Agreement

MOM : Change in Dependant Pass Regulation

Announcement of cessation to issue letter consent for Dependant Pass (DP) to work in Singapore workforce with effect from 1 May 2021.

What is the change and what will happen if you are the DP holder who doing business in Singapore ?

WHO IS DEPENDANT PASS (DP) HOLDER

The Dependant’s Pass allows spouses and children of Employment Pass or S Pass holders to join them in Singapore .

WHAT IS THE CHANGES   

BEFORE

Allowed to work with the issue of LETTER CONSENT from MOM

AFTER

Allowed to work with the issue of  WORK PASS from MOM

NEW APPLICATION

Must apply for working visa such as work permit, Employment Pass

EXISTING DP HOLDER 

Can work till expired date of letter consent and apply working visa in due course

WHAT IF DEPENDANT PASS HOLDER IS DOING BUSINESS HERE ?

Allowed to continue ( without application of  working visa) with the following condition :

  • Engaged at least 1 Singaporean or PR
  • With at least S$1,400 monthly salary 
  • With at least 3 months CPF contribution  

Allowed to apply 1 extension until 30 April 2022

TYPE OF BUSINESS VEHICLE

Keen to join Singapore Entrepreneurship ? here is the list of business vehicle option .

OPTION 1 : PTE LTD

According to the ACRA records, Pte Ltd is the top choice for public among others option .

  • carry separate legal entity concept which means that it can stand alone and separate from its director and shareholder
  • It have capacity to enter into contract, acquire asset and sue or been sue under its own name
  • Ease of Ownership transfer via share transfer. You are allowed to transfer your shares without operation disruption ( depend on your agreement with the company )
  • Ease of share transfer help company continue to exist even in the event of death, change in director or shareholder .

OPTION 2 : SOLE PROPRIETOR

Sole proprietor is easy to setup compare with Pte Ltd . As it doesnot required director and shareholder role , less compliance regulation .

  • is risk type of option because is not a separate legal company therefor its owner will personal responsible for any debt of the company . Owner Personal asset is NOT protected
  • it will cease operation if owner cease operate of in the event of death
  • Will be tax at personal tax level

OPTION 3 : PARTNERSHIP

Partnership refer to 2 or more people agreed to establish and co own a business .

  • NOT separate legal entity so all partner asset is NOT protected
  • It cease exist in the event of death partner
  • disatisfied among partner will casue dissoluiton of the partnership

There is 3 type of partnership

  1. General Partnership
  2. Limited Partnership
  3. Limited Liabilities Partnership

HOW TO DECIDE ?

Key consideration :

If you are local and intent to start small business then Sole Proprietorship is your preference .

If involved with different people carry different role in company, then you may consider Partnership. But please take note of its Perpetual succession.

Lastly, Pte Ltd still great choice among all with the separate legal entity concept . The only drawback is needed of compliance regulation.

What is SSIC code

WHAT IS SSIC CODE ?

Singapore Standard Industrial Classification ( SSIC) code refer to type of principal activities for the company .

And you are required to key in upto 2 major SSIC code for your company .

WHY SSIC CODE IS IMPORTANT ?

  • As a reference key for all agent to run their role :

MOM – Based on SSIC code to determine number of foreign worker allowed to engaged

IRAS : Based on SSIC code to determine tax level / tax benefit

Government Grant – Based on SSIC code for grant given

  • As a reference key for business license requirement .

You may request to apply for business license from the following agency before start of relevant business activity :

  • Council for Estate Agencies (CEA)
  • Ministry of Education (MOE)
  • Monetary Authority of Singapore (MAS) etc

HOW MANY SSIC CODE CAN COMPANY HAVE ?

At least 1 and maximum 2

CAN I CHANGE SSIC CODE ?

Yes

HOW TO FIND SSIC CODE LIST ?

Click here and type in keyword .

HOW TO CHECK OTHER COMPANY’ S SSIC CODE ?

  • WITH CORPPASS LOGIN

You may check via filing of annual return link

You may purchase business profile

  • WITHOUT CORPPASS LOG IN

visit www.bizfile.gov.sg as follow :

Disqualification of Director

WHAT IS DISQUALIFICATION

  • Refer to person who is prohibited from acting as director and being involvement in the company management regardless directly or indirectly

HOW WILL THE DISQUALIFIED DIRECTOR BEEN NOTIFIED

  • ACRA will send notification letter with displayed of disqualified period ( starting date and ending date )
  • Disqualification by bankruptcy will notified by Official Assignee separately.

REASON OF DISQUALIFICATION

The director may be disqualified due to the following reasons:

  • undischarged BANKRUPTCY
  • Has been convicted for an offence involving FRAUD or DISHONESTLY that carrier an imprisonment term of 3 months or more
  • Has been convicted 3 or more ACRA FILING OFFENCE
  • Has 3 or more companies that were STRUCK OFF BY ACRA within 5 year

PERIOD OF DISQUALIFICATION

WILL THE DISQUALIFICATION SEARCHABLE BY THE PUBLIC

YES, Disqualified Director will shown on Bizfile and personal Profile and is accessible by Public

WILL THE RELEVANT COMPANY NOTIFIED ABOUT ITS DISQUALIFIED DIRECTOR  

NO. Relevant disqualified director should update the Company.

Affected Company should take the necessary compliance action such as remove him as company director .

WILL I BEEN NOTIFIED WHEN THE DISQUALIFIED PERIOD IS END

NO. Disqualified period is stated on ACRA register and ACRA notification letter ( except disqualification by Bankruptcy)

CAN DISQUALIFIED DIRECTOR BECOME SHAREHOLDER

YES he still can hold any company share in normal circumstance. But ,  if affected Company’s  constitution required him to sell the share upon cessation of his directorship, then he must do so

Click here for the Related News.

What is par value of shares ?

WHAT IS PAR VALUE ?

Par value also knows as Nominal Value

APPLICABLE IN SINGAPORE ?

NO, it been abolished since 2006

WHAT HAPPEN TO SINGAPORE REGISTERED COMPANY ?

You are only required to declare 3 important figure as follow :

Example :

Number of issued share shown the ownership level in the Company

Amount of issued share Capital shown the total capital of the Company

Amount of Paid Up share Capital shown the total agreed amount paid

What you should know After Company Registration

UNIQUE ENTITY NUMBER (UEN)

Each Company will be issued with UEN upon successfully incorporation.

Public is allowed to choose their own UEN with certain amount of fees .

Related Article : What is UEN

WHY IMPORTANT :

This UEN number is like birth certificate number , it used to identify Each Company .

DATE OF INCORPORATION (DOI)

DOI is the only date you can decide.

You are NOT allow to backdate or future date of the DOI.

WHY IMPORTANT :

As a guideline to fixed the financial year end date and calculate the compliance deadline with authorities.

COMPANY CONSTITUTION

You are allowed to draft owned copy of Constitution or used ACRA copy of constitution.

WHY IMPORTANT

Company constitution is a set of regulation stated regulation needed to comply with while running the company.

Related Article : What is Company Constitution

FINANCIAL YEAR END

Financial year end date is refer to accounting closure date .

It will used as reference date to determine the company filing due date with ACRA ( example AGM must be conducting within 6 months from the financial year end date )

Related Article : How to fixed financial year end

WHY IMPORTANT :

If your company business dealing with Christmas season product is good that financial year ended fixed on January of next year .

PRINCIPAL ACTIVITIES (SSIC CODE )

Every Company is required to key in at least 1 major principal activity.

WHY IMPORTANT :

Because SSIC code may have impact on quota to employ foreign worker and requirement application of business license .

What is the Effect of Company Incorporation

After successfully incorporation with ACRA , Company become legal business vehicle to join business landscape.

What is the effect for being Company?

SEPARATE LEGAL ENTITY CONCEPT

Company carry concept of SEPARATE LEGAL ENTITY between company and its shareholder .

Which means that Company is able to stand alone in the eyes of law .

ABILITY TO OWN PROPERTY

Because of the Separate legal Entity concept, Company is free to own property for own used or as investment .

ABILITY TO SUE AND BE SUED UNDER COMPANY NAME

Since company carry separate legal entity, so it responsible for it own act .

Any wrong done to the Company, only Company itself can take action

Shareholder liabilities or risk taken up to the amount of their invested into the company.

PERPETUAL SUCCESSION

Company shall exist until application to close is done and approved by ACRA .

Company’s life span does not depend on the officer or shareholder of the Company .

Unlike sole proprietor , where exist of owner means that cease of the business

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