sole proprietorship

Can foreigners set up a Sole Proprietorship or Partnership?

We have received many inquiries from foreigners lately regarding setting up a sole proprietorship or partnership here in Singapore. So the question is can foreigners do so? In this article, we will answer that question. But first, we need to know what is a sole proprietorship and a partnership.

What is a Sole Proprietorship?

This form of ownership belongs to an individual, a company or a limited liability partnership (LLP). There are no other co-owners (shareholders) or partners (directors) managing the business. Although this will mean that you have total control over your business and make quick decisions for your business, there are many disadvantages.

Advantages:

  • Total and complete control in all company matters by you alone
  • Quick and hassle-free to make changes to company matters

Disadvantages

  • A sole proprietorship is not a separate legal entity from you
  • This means you can be sued in your personal name
  • You have unlimited liability (you will be personally liable for all debts incurred by the business)

Requirements

Any Singapore citizen (SC), Permanent Resident (PR) or EntrePass holder, at least 18 years old. All other FIN holders are strongly advised to check with the pass issuing authority example Ministry of Manpower (MOM), on their eligibility before registering a sole proprietorship.

As such this would mean that as a foreigner residing overseas, you will need to engage a resident authorised representative (SC/PR/EP or Employment Pass holder). The foreigner must also engage a registered filing agent like ourselves to do the application.

You will also need to seek approval from MOM to operate their business physically in Singapore, after registering the sole proprietorship. You will need to engage a registered filing agent to apply on your behalf. As only individuals with a Singpass account can do the submission.

Conclusion

Based on the above requirements and disadvantages. It is more prudent to register an exempt private company limited by shares rather than a sole proprietorship as a foreigner. The costs involved for you as a foreigner are largely the same regardless of the business structure. You will need to engage a resident representative (Nominee Director) to front your company if you reside overseas.

The risks of a sole proprietorship are much higher as well. Since you can be sued in personal name if your business incurs losses or is in debt. This is very risky as you can go into bankruptcy if things do not work out. If you are still unsure or have more questions, please do not hesitate to contact us immediately.

 

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Nominee Director

What is a Nominee Director?

Many clients have asked us, 'What is a Nominee Director and what does he or she do exactly? Do they have any legal rights over the company?'. In this article, we will answer this question in detail.

Why do I need a Nominee Director (ND)?

To answer this, we need to look at the definition from the Accounting and Corporate Regulatory Authority (ACRA). ACRA defines a nominee director as 'someone who is responsible to act in accordance with the directions, instructions or wishes of another person.' Of course, this obligation may come in the form of legal obligations (e.g. trust or contract) or other written or verbal agreements.

Further, the Singapore Companies Act defines that 'a director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.'

If you are a foreigner wishing to incorporate a company in Singapore, this is an essential criterion that you must fulfill, to get a qualified individual to act as a director, who resides in Singapore. A nominee director is essentially the 'face' of your company.

Fiduciary duties

Many foreign clients ask us questions such as what if the ND sells the company away, or takes out loans in the name of the company? As a representative of the company, he or she has the authority to do just about anything in the company. However, under the strict Singapore laws, the NDs owe a duty of care towards the company and are bound to these elements:

  • Act in good faith and all honesty and in the company's best interest
    • When it comes to any form of decision-making, the ND must put aside all personal and third parties' interests, and only act to serve the best interest of the company.
  • Avoid any conflicts of interest
    • The ND must stay clear of any situations which will potentially put him in a position of acting against the best interest of the company. Examples are revealing sensitive information of the company to a competitor who is a known person to the ND. Or inciting someone else to start a new company to compete for business with the current company.
  • Exercise professionalism with care and diligence
    • The ND must always display professionalism at all times, and with a sound character and integrity.
  • Never abuse power or authority
    • The ND should only use the authority to advance the company's interests, instead of advancing his or her own personal interests.

Nominee Director's statutory duties

  1. To convene Annual General Meeting (AGM) and file Annual Returns (AR) with ACRA. For more information on how to convene an AGM or what are the requirements, click here. For the filing of AR, you can read more here.
  2. To maintain the Statutory Registers regularly. They are namely the Register of Directors, Register of Charges, Register of Members, Register of Directors Shareholdings. And of course the company's accounts.
  3. To maintain a local business address. That means this must be a physical place and not a mere mailing address (such as PO Box). The ND needs to notify ACRA if there is a change of registered address, not more than 14 days.
  4. Keep proper records of all minutes and resolutions of the company. Any changes or amendments with regards to the company must be properly documented and lodged with ACRA.
  5. The ND must disclose to ACRA if there is any update to the Register of Directors Shareholdings which include shares, rights, options, or contracts.

Liabilities

Under the Singapore Companies Act, failure to exercise his or her duties as an ND can result in civil lawsuits or may even be a criminal offence. The consequences can involve either a fine imposed, or imprisonment, or both.

Conclusion

The duties of an ND are not to be taken lightly. It can result in very serious consequences if the person is guilty of acting in bad faith towards the company. So it is very important that you choose an ND that is reliable, responsible, and also responsive.

The ND needs to submit certain documents to the authorities on behalf of the company, especially when you as a shareholder or director are physically based overseas. The ND is bound by his contractual obligations to do all these tasks. That is why here at SG Company Services, we provide a panel of qualified and reliable NDs who are working professionals.

If you have more questions on how an ND functions, feel free to contact us today!

 

 

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nominee director

Why is it important to use Nominee Directors provided by your corporate secretary?

For foreigners who wish to start a company in Singapore, there are a few regulations to follow. Here is a guideline to do so. One important aspect is getting Nominee Directors.

What exactly is the role of the Nominee Directors (NDs)?

As shared in the guideline earlier, the law mandates that you need a resident in Singapore onboard as your officer. This person does not have to be a Singapore citizen or permanent resident (PR). But he or she must be living in Singapore. The ND does not have any executive powers in your company's operations unless you choose to give vested powers to him or her.

The ND is only responsible for certain tasks, such as opening a bank account, answering the relevant authorities, or signing off your Annual General Meeting minutes.

Naturally, this will lead to some people asking, if that is the case, can I engage my own friend (who is a foreigner) to be my company's Nominee Director? In such a case I can probably save a substantial amount on the ND fees and deposit. The simple answer is yes you may do so. But we strongly discourage you to do so. Why? For the simple reason of professionalism.

Reasons for engaging an independent ND

Ask any business owners and they will be able to share with you cases where either their ex-partners or employees were not acting professionally. The same goes for ND. If you engage your friend or relative as your ND, naturally you will not be paying them the full fees as corporate service providers charge.

This will easily lead to them thinking that they do not have to be responsive or even responsible for your company matters. However,, there are certain tasks that only an officer of a company can do or access, such as CPF portals or the Inland Revenue Authority of Singapore portal. Because they are friends of yours, they may not understand the gravity or urgency of certain matters and tasks. Such delays can be very costly for your business. We recently had a client who encountered this issue, resulting in a lapse. And the client has to restart the entire process again, and worse still, paying the fees to authorities again.

Truth be told, most of the laypeople out there will not understand the gravity and importance of a responsible ND.

When you engage us as your corporate secretary, we will provide the option of choosing from our panel of independent professional NDs. And of course, we also do not recommend engaging us as your corporate secretary but getting your own ND externally.

Our NDs are all bound by us to a strict code of conduct, so they have a contractual obligation to us. If they are deemed to be unresponsive or irresponsible, they will face certain consequences imposed by us.

If you have any more questions concerning this topic, feel free to contact us today.

 

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The Different Taxes A Company Has To Pay In Singapore

The Different Taxes A Company Has To Pay In Singapore

In Singapore, the taxes a company is liable to pay can be generally be broken down into 5 types.

Here’s a general overview of the 5 types of taxes you should be aware of when setting up a company in Singapore.

1. Corporate Income Tax

Corporate income tax is the income tax payable on the profits earned by a company. The corporate income tax rate in Singapore is fixed at a flat rate of 17%. However, there are many tax incentives and partial exemptions available to qualifying companies.

2. Goods And Services Tax (GST)

A company that has revenue of S$1 million or above for the preceding year must apply to be GST registered. As a GST registered company, it is then compulsory to charge output tax on the goods and services supplied.

GST is 7% standard rated. For exports and prescribed international services, these are 0% rated.

The purchases, the company may be able to claim on the GST paid to suppliers.

While the GST is fixed at 7% currently, it has been announced by the government that there is a plan to revise the GST to 9% in the future.

3. Stamp Duty

Stamp duty is due when there is a transfer of unlisted shares or real property to a company. For the purchase of unlisted shares, the stamp duty payable is 0.2% of the consideration or valuation whichever is higher.

For the purchase of real property, the stamp duty payable is:

  • 1% on the first $180,000
  • 2% on the next $180,000
  • 3% on the balance thereafter

For the purchase of residential property valued at more than $1 million, 4% is levied on the amount in excess of $1 million.

Do note that companies buying residential properties are also required to pay an additional buyer stamp duty (ABSD) of 25% on the value of the property. There is also seller stamp duty payable for residential properties if the company sells within a stipulated time frame.

4. Property Tax

During the ownership of the property, the company has to pay yearly property tax. For non-residential properties, the property tax is a flat rate of 10% levied on the annual value of the property. For residential properties owned, it is a progress rate of 10% to 20% levied on the annual value.

5. Personal Income Tax

Personal income tax is levied on the income of individuals. A company only has to take note of this if it is bearing the tax on behalf of its employees.

Personal income tax for a tax resident in Singapore ranges from 2% to 22% with the first S$20,000 exempted.

 

Need help with accounting and taxable matters for your company? We have a team of qualified accountants ready to assist you. Talk to us today!

 

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How To Start A Home Based Business (HBB) In Singapore

How To Start A Home Based Business (HBB) In Singapore?

There is an increasing number of entrepreneurs in Singapore choosing to kick start their business as a home-based business, also commonly known as HBB. While we commonly associate home-based business with something to do with food such as baking cakes or cookies, it can also be a suitable set-up for freelance copywriters, home-based tuition teachers etc.

Why start a home-based business?

The great thing about a home-based business in Singapore is that compare to working out of your home, you need up chalk up expenses from office or shop rental, which can be a great drain on your expenses as you are starting. Instead, the monies saved can be channelled to greater use such as marketing. In fact, nowadays, online presence is equally important if not more important than having a physical location.

What do you need to look out for?

Of course, when you embark on starting your home-based business in Singapore, there are certain limitations imposed by the authorities that you need to take note of:

  1. You cannot employ anyone from outside the household.
  2. There must not be any display of signages or advertisements outside the residential premises.
  3. The running of the business does not cause extra human traffic to the place of residence.
  4. No noise, smoke, smell, effluent or dust nuisances or danger should be posed to the surrounding residents.
  5. No loading and unloading of goods via vans and trucks.
  6. The business activities must be in compliance with the rules and regulations of other authorities.
  7. If you are staying in an HDB, it cannot be used as the business registered address. Private residential addresses are allowed.
  8. There must not be a material change to the use of the premise. It should still be primarily used for residential purposes.

Some common home-based businesses in Singapore are (but are not limited to) baking, hairdressing, media freelancers and sewing. Do note that massage services are not allowed!

Ready to get started? Here are a few steps you should consider.

Register Your Business

Give your business an awesome name! More importantly, you should consider the business structure you wish to adopt. Will it be a sole proprietor or a private limited company? It may not seem that important now but it may affect how you can scale your business going forward. I have written an article comparing the pros and cons of having a company versus a sole proprietorship in Singapore. 

You can get hands-on with the registration of your business or you can also seek help from a licensed ACRA filing agent here in Singapore. Some corporate secretaries will also provide the use of a registered address as well as accompanying accounting services if required.

Depending on your trade, you may also be required to obtain certain licenses or permits before being able to operate. For example, if you are in the food business, you might be required to follow the food hygiene rules and regulations set forth by the Singapore Food Agency.

Plan Your Operating Budget

It will be foolish to dive headlong into the business without some basic resource planning. How much do you need to set aside for the purchase of equipment to run your trade? What is the advertising budget you need to allocate in the initial phase of the business? Do you plan to pay yourself? How are you going to price your products and services? How much start-up capital are you planning to have?

As the age-old saying goes, if you fail to plan, you plan to fail.

E-Commerce / Website

To me, having an online presence is a must-have in today's society. The website doubles are a platform for you to tell the world about your passion and business. It is also a salesman cum order taker working 24/7 for you.

If you are a retailer, having an e-commerce site is a must. You can either do it on major platforms such as Lazada and Shopee which gives you a lot of traffic but you never really own your customer base, or you can consider building your own branding. You no longer need to have a degree in web design to build an e-commerce shop or website for yourself. Platforms such as Wix and Shopify are so simple to use and the monthly subscription is rather affordable for a startup.

If you require a high degree of control over your ownership of your IP and customisation, consider engaging an experienced web designer to build your website from the ground up.

All the best of luck with your upcoming venture!

 

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Additional 40% Wage Subsidy For F&B Businesses Till 13th June 2021

Additional 40% Wage Subsidy For Businesses

Due to the increased rate of Covid-19 infection, dine-in will be disallowed at all food establishments. This will be in effect from 16th May 2021 till 13th June 2021. In view of the impact on F&B businesses, there will be an increment of the wage subsidy via the current Jobs Support Scheme (JSS). The wage support for salaried workers in F&B establishments will be increased from 10% to 50% during this period.

The 50% wage support for local employees is up to $4,600 gross monthly wages. Self-employed individuals who make voluntary CPF contributions for themselves and their local employees will also qualify for the support.

On top of the wage subsidy for F&B Businesses, there will also be a one-month rent waiver for F&B tenants of government agencies who do not qualify for the enhanced JSS.

For private commercial tenants, the Government urges the landlords to provide support to their tenants during this difficult period.

The basis of JSS

The JSS provides wage support to employers to help them retain their local employees during this period of economic uncertainty. JSS payouts offset local employees' wages and help protect their jobs. Employers must act responsibly in using the payouts, taking reference from the tripartite advisory on salary and leave arrangements. Where there is evidence of irresponsible and unfair treatment, employers may be denied employment support (including JSS) and have their work pass privileges curtailed.

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新加坡创业入境准证

创业入境准证: 外国人如何在新加坡轻松建立起生意

身为一个外国人,如果您想在新加坡建立企业,您可以申请《创业入境准证》,它允许您在经营企业的同时留在新加坡。这是一个为外国人设定的签证项目。

在这篇文章中,您将大致了解它是如何操作的,以及如何去申请《创业入境准证》。

创业入境证与就业准证(Employment Pass) 工作准证(Work Permit) 不同,雇佣外国工人没有最低工资要求,也没有配额。

如果您成功地申请了创业入境准证,您可以申请您的家人随后来新加坡与您一起生活。

创业入境准证的符合条件

创业入境准证对所有国籍的公民开放。主要目标人群是针对有经验的投资者、连续创业者和高素质的创新科技者,有在新加坡建立自己的企业渴望。

还有一些以下附加条件必须满足:

  • 已开始或打算开设一家豁免的私人股份有限公司,并已在新加坡会计与企业管制局 (Accounting and Corporate Regulatory Authority)注册。
    • 如果公司已经注册,必须在注册的6个月内去申请准证
    • 如果您还没有注册公司,您可以在申请结果出来后才注册公司
  • 您必须符合以下任何一项条件,才能算是合格的企业家、创新者或投资者
    • 企业家
      • 是否有来自政府认可的创新风险投资(Venture Capital) 或商业天使的资金
      • 拥有丰富的创业经历和雄厚的商业网络
    • 创新科技者
      • 拥有知识产权(Intellectual Property)
      • 是否与新加坡的研究机构或高等教育机构(Institute of Higher Learning) 有研究合作
      • 在关键专业领域取得非凡成就
    • 投资者
      • 有优秀的投资记录

是否所有类型的企业都符合资格?

这并非真确。有些企业是不允许申请创业入境准证的。以下是一个列表:

  • 小贩中心,美食广场,咖啡店
  • 夜总会、卡拉OK厅、酒吧
  • 按摩院、足底按摩中心
  • 中医、针灸、草药配药业务
  • 职业介绍所
  • 风水业务

如何才能把我的家人带入境?

您可以申请带您的家人和你一起来新加坡生活。然而,这取决于您的业务是否满足当地创造就业的配额和最低支出。

配偶与子女

  • 每年的业务支出总额至少为10万新元
  • 雇佣至少3名全职员工(新加坡公民和永久居民的工资每月至少1300新元, 并得到的公积金(Central Provident Fund) 至少有3个月) 或1名当地专业人士, 经理或主管职位 (新加坡公民或永久居民每月工资以3600新元为最低底线和获得公积金至少有3个月)

双亲

  • 每年的业务支出总额至少20万新元
  • 聘用至少6名全职员工或2名本地专业人员、经理或高管。

然后,您可以向人力部(Ministry of Manpower) 提交资格评估。如果申请成功,你就可以继续申请直系亲属证或长期探访证。

创业入境准证的持续时间是多长?

首次申请的签证有效期为1年。第一次续期同样也是1年。随后的续期为2年。

创业入境准证能更新吗?

是的,它是。视乎商业开支总额和本地创造就业人数的更新标准。在当前通行证到期前3个月,您可以申请更新。

如果你想了解更多关于创业入境准证的信息并开始申请一个,今天就与我们的签证专家团队谈谈!

 

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rent an office in singapore

How Do I Rent An Office In Singapore?

After the incorporation of your company, you would then look to rent a suitable office for your business operations in Singapore.

There are generally 3 categories of commercial leases. They are retail, offices and industrial spaces. There are certain restrictions in the respective commercial spaces, as to what kind of businesses can be operated there.

This article will give you a better understanding of what a general commercial leasing contract is and the important terms to look out for.

All Singapore contracts must be prepared within the framework of Singapore's laws. So for a commercial lease contract, there is no fixed template. It is up to both parties privy to the contract, to come to a private agreement between themselves.

Rental Payment and Deposit

The contract will state the total rent which is agreed upon. It is quite common in Singapore for the rent to be quoted on a price per square feet (PSF) basis.

A deposit is usually payable before the start of the lease.  A one-month deposit is payable for every one year of the lease agreed upon, which is a common practice in Singapore. So the deposit will be 2 months for a 2 years lease. The reason for collecting a deposit is so that the landlord is protected against any willful damages caused by the tenant, or if there is a breach of contract. In such an event, this deposit can be forfeited or deducted. It will be fully refunded at the end of the tenancy if there are no breaches in the contract.

If the tenant fails to pay rent on time, there will be clauses in the tenancy agreement that state the penalty.

Renovation, Furnishing And Minor Repairs 

Certain commercial spaces may have already been fully fitted and furnished. The landlord could have done it or the previous tenant left them behind. If the premise already comes fitted, you will save some money and time. However, that will certainly mean the landlord will ask for a higher rent as compared to a unit that is empty and bare.

If you have your own preference in design or theme, we will advise that you look for an empty unit.

A common practice will be that you as the tenant, can request a rent-free period where you can make use of this time to do up the premise before the rent starts officially.

Take note that a typical commercial lease will have a provision for the landlord to demand that you reinstate the premise to the original condition when they vacate in the future.

Minor repair is a noteworthy clause. This clause typically applies to premises with furniture or appliances. The minor repair clause states the repair amount each party has to pay for the repair when an item spoils over the lease tenure.

Subletting and Nature of Business 

You usually cannot sublet the premises that you rented. You cannot assume you have the rights to do so as a tenant. Before you proceed to sublet, you must obtain explicit consent from the landlord.

Both parties will state and agree on the usage of the rented premises clearly in the contract. There must be no deviation.

Insurance And Public Liability

The landlord is usually the one responsible for the fire insurance for the said property. Besides that, you as a tenant should maintain public liability insurance in any event of accidents.

Utilities and Maintenance

All managed properties in Singapore are liable to pay a maintenance fee to the building management (MCST). And this cost is typically borne by the landlord.

You as a tenant is responsible for paying the utilities such as electricity and water. Whereas the landlord pays for the maintenance fee to the building management.

It is important for you to fully understand the implications and clauses stated in the commercial lease contract before you even sign on the dotted line. Our team provides a one-stop solution to assist with all matters, allowing you to set up your business operations smoothly in Singapore. Get in touch with us today!

 

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Professional Conversion Programme

Professional Conversion Programme - Get Funding To Offset Salary When Hiring New PMETs

In addition to the Jobs Growth Incentive which helps to lower the hiring costs of locals, companies may further tap on the Professional Conversion Programme (PCP) when hiring Professionals, Managers, Executives and Technicians (PMETs) to further reduce their salary expenses.

There are several types of PCPs and for this article, we will be focusing on the Place-and-Train (PNT) and Redeployment / Job Redesign (JR) Re-skilling. 

The place-and-train is where the PMET is hired by a participating company before undergoing training to take on the new role. JR is for companies undergoing internal restructuring. The existing PMETs might be rendered redundant due to the restructuring, the JR programme is to retrain and redesign the Job scope of these PMETs.

Benefits of The Professional Conversion Programme

In a nutshell, the PCP aims to encourage companies to be open to the possibility of hiring PMETs who are mid-career switchers.

WSG recognises that the PMET may not have all the necessary skillset required for the new job role. Thus, they are offering to help companies co-share up to 90% of the salary payable to the new hire. In return, the companies must commit to a structured plan in order to retrain and re-skill the new PMET hire.

The funding support from PCP is stacked on top of the Jobs Growth Incentive if the company is eligible.

Who Is Eligible For Professional Conversion Programme?

To enrol on this programme, the PMETs and companies must meet the following requirements:

PMETs

  • Singapore Citizen or Permanent Resident
  • At least 21 years of age
  • Have graduated or completed National Service for at least 2 years
  • The new job role must be substantially different from the previous one
  • Of no relations to shareholders of the hiring company
  • Not shareholders of the hiring company
  • Not ex-employees of the company or related entities

Company

  • Registered or incorporated in Singapore
  • Must offer employment with remuneration in line with the market rate
  • Commit to the PCP training requirements
  • Be cooperative with WSG or its appointed partner on the required administrative matters related to PCP
  • For applications for redeployment/JR Re-skilling PCPs, companies are required to submit details of their business transformation plan for evaluation by the appointed programme partners.

Funding Support From PCP

This funding support will be given to companies directly. The balance salary and course fees shall be borne by the companies.

Singapore Citizens and Permanent Residents below the age of 40

  • Salary Support - Up to 70% of monthly salary for PCP training duration (up to a maximum of S$4,000 monthly)
  • Course Fee Subsidy - Up to 70% course fees (subject to cap)
  • In-House Training: Up to S$15 hourly

Singapore Citizen Trainees Above 40 or Long Term Unemployed Singapore Citizen Trainees

  • Salary Support - Up to 90% of monthly salary for PCP training duration (up to a maximum of S$6,000 monthly)
  • Course Fee Subsidy - Up to 90% course fees (subject to cap)
  • In-House Training: Up to S$15 hourly

Get Funding Support For Your Next Hire In Singapore

If you would like to effective use the grants available to help you offset hiring costs, do feel free to get in touch with us for a non-obligatory consultation.

 

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