Category: Company administrator

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

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.

ACRA court order

All Singapore registered company is required to comply with list of statutory filing requirement .Other than composition fine , ACRA will issue court order .

WHO WILL RECEIVE

Company and Company Appointed Director

WHY ISSUE COURT ORDER

Because Company fail to comply Statutory Filing requirement AFTER numerous reminder and composition fine is offered

WHERE COURT ORDER WILL SEND

Company register address and Director ‘s residential address

WHAT IS THE CONTENT OF COURT ORDER

Date and time when the director need to appear at Court

WHAT IF DIRECTOR FAIL TO APPEAR IN COURT

Warrant of Arrest will issue against the Company Director

CAN I APPEAL

YES ,please click here for more detail

RELATED ARTICLE : Composition fine vs late filing

RELATED ARTICLE : Enforcement Action for Breaches of annual return

CHANGE IN EMPLOYMENT PASS SALARY

Singapore workplace is consist of worldwide foreign talent .

With effect from 1 September 2020 , the minimum wages for eligible EP was raise to S$4500 per month.

SALARY CHANGES REQUIREMENT IN EMPLOYMENT PASS

WHY HIGHER SALARIES REQUIREMENT IN FINANCIAL SERVICES SECTOR

This is the 1st time authority target increase requirement in specific sector .

MAS ” “The sector has continued to create jobs even in the current crisis, albeit with a smaller net increase of about 1,500 jobs in the first half of the year, with four out of five jobs going to Singapore citizens,”

Read the Related Article here

REASON FOR CHANGES

Protection of local talent is the important move for all aspect.

Based on the MOM record, retrenched LOCAL labour market consist of PMET group as high as 50.8% is getting attention.

PMET refer Employment Pass holder who are Professional , Manager , Executive and Technician .

Click here for renewal process

WHAT IS Variable Capital Company(VCC)

What is VCC ?

VCC is a new Corporate vehicle tailored for INVESTMENT FUND activities . And it was launched on 5 January 2020.

VCC will be govern under ACRA and MAS .

Why to have VCC ?

You must be curious why we need VCC since we already have Pte Ltd, Patnership, LLP in place ? what so special about VCC?

One of the key benefit incorporate VCC is :

The used of Umbrella Structure

VCC is allowed to have different sub fund to share the same board of director, company secretary, auditor

Some other Benefit

  • can used for different fund strategies : Open ended, closed ended fund, retail finds
  • allowed to dispense off holding of AGM
  • no need open Register member for inspection
  • able to pay dividend out of capital
  • eligible for tax incentive
  • no capital maintenance requirement
  • Redemption shares is allowed

Key Officer

  • at least 1 local resident director
  • Company secretary
  • auditor
  • Fund Manager under MAS license

To help the initial setup, government had introduce Variable Capital Company grant scheme

GST rules apply for Online services product

WHAT IS THE CHANGES ?

GST will apply once you purchase ONLINE SERVICE FROM FOREIGN COMPANY

WITH EFFECT FROM ?

01.01.2020

WHAT IS THE GST RATE ?

7%

TYPE OF ONLINE SERVICE

  • Word/ Excel
  • Anti Virus software
  • Accounting software
  • Online game
  • Cloud Services
  • Online conference software

KEY CRITERIA OF ONLINE FOREIGN COMPANY

  • is a foreign based company ( NOT a Singapore registered company )
  • global turnover is more than S$1 million
  • is popular demand online service in Singapore market which sell service at least S$100k in 12 months

HOW I KNOW THE SERVICES PROVIDER IS FOREIGN COMPANY

Click here

AT GLANCE :

First financial statement of newly company

Every Pte Ltd company is required to submit their financial statement to IRAS and ACRA annually (except certain company which able to meet exemption creteria)

WHAT IS FINANCIAL STATEMENT

Presentation of Financial report is governed by Singapore Financial Reporting Standards (SFRS)

According to the SFRS, a complete compilation of financial statements should comprise the following documents. :

  • A statement of financial position / Balance sheet
  • A statement of comprehensive income
  • A statement of changes in equity
  • A statement of cash flows

WHEN TO SUBMIT FIRST SET OF FINANCIAL STATEMENT TO ACRA

Submission of financial statement can proceed only after shareholder approval during Annual General Meeting (AGM)

All company is required to submit their financial report via Annual Return (AR) with ACRA .

When to submit 1st set of financial statement is determine by when is the financial year end date .

All newly registered Company is required to fixed their financial year end within 12 months from the date of incorporation .( for the special financial period other than 12 months is subject to ACRA approval )

WHEN TO SUBMIT FIRST SET FINANCIAL STATEMENT TO IRAS

In compliance with IRAS, public will need to declare company tax via Form C / Form CS .

All the detail requested information must based on financial statement and physical copy of financial statement presented upon requested only.

What is Form C

What is Form CS

Application of Employment Pass rejected

BACKGROUND :

ABC Pte Ltd was successfully incorporated on 1 March 2020 .

1 week after incorporation, ABC apply Employment pass for the foreign director however result is REJECTED.

Rejected Reason can be any of the following :

Under FCF , before applying for an Employment Pass (EP), all Company is require to advertise their job vacancy on MyCareersFuture.sg

Following table shown that number issued of Employment Pass drop over the years .

Click here if you want to appeal for rejected application

ACRA New Filing Deadline

TYPE OF DEADLINE

Section 197 :

Company required to file Annual Return with in 7 months after financial year end

Section 175 :

Company required to hold Annual General Meeting (AGM) within 6 months after financial year end

WHAT IS THE CHANGES ?

EACH section ( S197 and S175) will be granted another 60 days

WITH EFFECT FROM WHEN ?

  • with effect from AGM due date fall on 16 April 20201 till 31 July 2020 AND
  • with effect from Annual Return Filing due date fall on 1 May 2020 till 31 August 2020

WILL ACRA REFUND MY APPLICATION FEES FOR EXTENSION OF TIME?

NO, another 60 days will granted with effect from NEW extension due date

Copyright © 2011 BizTree Management Pte Ltd. All Rights Reserved.