Lessons of a CEO #2

September 30, 2016

Fashion Foreword

Today’s missives are about startup fashion. The great thing about working in a startup/for yourself/at home/[insert any non-corporate setting] is that you get to decide how to dress. The problem about working in a startup/for yourself/at home/[insert any non-corporate setting] is that you have to decide how to dress.

Now, I went to school in the dark ages when uniforms, in grammar schools at least, were pretty much de rigeur, and my school cursed blessed us with thick woolen uniforms that were a symphony of grey from cap to socks. Uniforms are great because everyone looks awful.

I’m not going to go into what I wore at university so let’s skip forward a few years.


Exit university. Buy 70’s three piece suit from charity shop for first job in city. This was a relic at the time and gave me three years of finger pointing fun.

(No don’t be ridiculous, this isn’t me).

Ignoring the fact that I’m now old enough to have suits that show how old I am (and one day will no doubt be worn as fancy dress with no appreciation for their cutting edge-at-the-time fashion sense), it’s actually difficult to really go too far wrong in a suit. All the better if you can be bothered wearing a tie.

The worst that the corporate world can throw at you is ‘smart casual’ – which for those of you young enough to be CEO of a startup  – is approximately defined as ‘wear your work suit but take off your tie before you arrive for drinks, as opposed to after you have started drinking when you will want to put it on your head’.

How millions of men imagine they look at corporate drinks

And then suddenly you work for a startup. You’re responsible for:

  • Business development (that’s a fancy way of saying your startup needs to sell something – see my future post on how this differs enormously from ‘collaboration’ which is startup for, we won’t buy what you sell but you can buy us coffee),
  • Going to cool startuppy events like RISE,
  • Working with coders and engineers,
  • Working with salespeople, and
  • Presenting to VCs… the list goes on.

And the reason this is on my mind this week, switching job roles, as we do every day at a startup –  means changing clothes – and each change is a constant reminder of how totally cool it actually is to be living in this world of startups. So my rundown this week so far:


Sunday (I wasn’t working – it was my first daughter’s birthday party. She’s 7, not 3. Keep up or see my previous post on the importance of attending your children’s birthday parties). I am the one dressed in a space suit slash cardboard robot:

Monday – I meet Chris (our Head of Legal) in the hallway. Like a pair of startup henchmen we are both dressed in the Dragon Law-important meetings-to go to-uniform. This is to the startup world, what the pin stripe and bowler hat was to 80s London. Startup men readers out there, be sure you have your jacket and jeans outfit picked out before you incorporate your company.

(A model more handsome than Chris or I)

Tuesday – As I’m working with the coding team today, I decide to wear flipflops and a hoodie. The cliché is not lost on our CTO who looks more sad for me than amused.

Wednesday – We are pitching a mega law firm today so I make some small effort.

(A startup CEO yesterday preparing his sales pitch)

Thursday – And today we are hitting a startup event so of course it is the obligatory jeans, Dragon Law t-shirt and jacket. All startups jobs should come with the warning that the employee will be expected to wear a black t-shirt with their company’s logo blazoned across it soon after they start and often. Men like me should also have been warned that it is imperative to look good in it.

Well I can’t be good at everything.

Also read: Lessons of a CEO: Nr.1 – Lessons I’ve learnt

Daniel Walker
CEO of Dragon Law

The Guide to Incorporating Your Company in Singapore

September 29, 2016

This guide is designed to provide you with detailed information about registering a company in Singapore. It details the various registration requirements, procedures, and likely timeline for registering a company in accordance with Singapore’s initial and ongoing regulatory requirements.

Registering as a Private Limited liability company in Singapore is the best possible choice for foreign companies as it is recognised as a separate legal entity and shareholders are not liable for any debts incurred beyond the share capital already contributed.

A properly structured Private Limited company enjoys tax efficiencies and little limitations when conducting business in Singapore.    Tweet this


Documents required for incorporation

The Company Registrar requires the following information before the registration process can begin:

  • Your company name,
  • A brief description of your business and the scope of its activities,
  • Paid up capital amount,
  • The particulars of your shareholders,
  • The details of your directors (this includes your mandatory resident director and any additional foreign or local directors),
  • Your registered office address in Singapore, and
  • The particulars of your company secretary.


In order to prepare the required paperwork for registration, your professional firm will also request the following documents*:

  1. For foreign nationals: Passport copy and proof of overseas residence,
  2. A copy of the Singapore identity card for permanent residents or citizens, and
  3. Copies of registration documents of the foreign company. This could include a Certificate of Incorporation and Memorandum and Articles of Association (only applicable for branch) and company extract from the registrar.

*If the documents are in a language other than English, an officially endorsed translated copy is required.

Registration timeline

Over the last decade, the Singapore Registrar of Companies has made a dedicated effort to streamline the incorporation process. As a result, the company registration procedure is now fully-digitised and takes only 2 days (subject to the receipt of complete documents).

Legal made digital:

Try Dragon Law for free


Part 1: Reserving your company name

Before a company can be set up, it needs to have an approved name. Your corporate secretarial service provider can help to file this with the Company Registrar on your behalf.

The approval process generally comes through in less than an hour, regardless of whether it is approved or rejected; provided it does not contain certain professional words such as “bank”, “finance”, “law”, or “media”. If you have submitted an application for a company name containing these professional words, it may require additional approval from the relevant government authority outside of the Registrar. This will stretch the approval process to several weeks. Your chosen company name must satisfy the following criteria:

  • The name you choose must not be identical or too similar to the name of any existing local companies,
  • It cannot infringe any registered trademarks,
  • The name is free of vulgarities or obscene terms or implications, and
  • The name has not already been reserved by another company who intends to incorporate.

Once approved, the name will be reserved for 60 days from the date your application was lodged. You may request for an extension prior to the expiry date.

Part 2: Registering your company

Once the relevant documents are signed, filing the incorporation request and receiving approval from the Registrar of Companies can occur in just a few hours after the name is approved.

Once approval is granted, a registration fee must be paid to the Singapore Registrar of Companies. The fee ranges from S$300 onwards depending on the type of entity registered.

Delays may occur if complexities arise in the case where directors, shareholders or foreign companies are of a particular nationalities or countries. In such cases, there might be requests for additional documentation prior to granting approval.

Part 3: Formalities following incorporation:

Once the company has been set up, the following documents will be issued:

  1. Certificate of Incorporation: The Company Registrar will send an email containing a company registration number which is considered the official certificate of incorporation. Although a hard copy is no longer issued as a matter of course, one can be requested online and collected the next business day from the office of the registrar. Requesting a hard copy incurs a fee of S$50. This applies to both Subsidiary and branch office.
  2. Company Business Profile: This is a document containing the particulars of your company and a PDF file of this can be requested for an application fee. The document will be delivered within an hour of making the request.

These two documents are considered to be sufficient for all legal and contractual purposes for conducting business in Singapore. Additionally, you should also have:

  • Share Certificates for each shareholder (only for subsidiary),
  • A company seal (only for subsidiary),
  • A company rubber stamp, and
  • A share register indicating shares allotted (only for subsidiary).

Corporate bank accounts

Once the company is setup, your company is free to open a corporate bank account at any of the major banks in Singapore. Many of the major banks require your physical presence as part of the procedure. While this is not an absolute rule and there are banks in the city which do not follow this procedure, your physical presence in Singapore will grant you a broader range of options.

Annual filing

The Companies Act requires that you perform certain annual filing processes in order to comply with the relevant commercial regulations in Singapore.

For further reading, download our FREE eBook on Incorporating in Singapore:


The above information is summarised in the following infographic:

This a guest contribution submitted by Putra Eddy of Ottavia. The views expressed here are of the author’s, and Dragon Law may not necessarily subscribe to them. You, too, are invited to share your point of view! Learn more about guest blogging for Dragon Law here.

About the Author

Eddy heads Ottavia group operations – a boutique Singapore-based corporate service firm that specialises in company formation, immigration, Accounting & Tax, Business support.

Eddy is an experienced chartered accountant and Alumnus of a Big 4 accounting firm (Deloitte Singapore). He has also gained commercial experiences during his tenure with a public listed firm which helps him to understand the intricacies of day-to-day operations, efficient corporate structuring, M&A activities and corporate compliance and regulations. Connect with Eddy on LinkedIn.

⚠️ Legal Dangers of Convertible Notes and How to Avoid Them

September 26, 2016

Raising seed funding? In our first article of this Convertible Note series, we outlined the basics and benefits of fundraising via Convertible Note. For many startups, Convertible Note financing is probably the best way to raise funds.

But just as most things will have their pros and cons, there are also risks to using a Convertible Note. Tweet this

Read case study: Bid4Ad: Raising our first $1 million with Dragon Law

In this second article of the Convertible Note series, we address the disadvantages of using Convertible Notes, and highlight the elements that Founders and investors should be aware of while using them.


Convertible Notes are based on the assumption that the startup will proceed to raise a second round of funding.

But what if this doesn’t happen? For instance, what if your startup is acquired before the maturity date?

As a Founder, you should set your Convertible Note to mature at a date where you are confident you will have secured sufficient funding. Moreover, the agreement should state the amount of financing required for the conversion from debt to equity to occur. In short, Founders need to ensure that they receive enough funding and verify the stage at which the Convertible Note converts into equity. As a proactive measure, the terms can specify that the Convertible Notes will not convert until there is a second round of financing.

How does this affect VC investment?

Founders and investors should always agree on a valuation cap in a Convertible Note. A valuation cap is set out to assist conversion calculation and other issues on legal certainty. Second round investors (VCs) however may base their investment decision on that valuation cap, which can affect the valuation of the company. Moreover, seed investors may gain a greater portion of equity than expected, which may deter VCs from investing. However, all the above problems merely depict the reality of business. Since the seed investors took a higher risk, they are entitled to a higher return, and most VCs are willing to accept that.

Short-term Convertible Notes

The final thing to look out for is the Short-Term Convertible Note, which is normally used as a bridge between different stages of financing. As these convertible notes are short-term, they may not contain a cap. This would entail that the investor only gets a small discount with all the risk borne.

A well-drafted Convertible Note will help to avoid the above issues.Start drafting: Convertible Note Purchase Agreement →


Lessons of a CEO #1

September 23, 2016

Lessons I’ve learned. In every diary there has to be a first entry.

I did mull with the idea of waiting until 1st January or choosing an auspicious date; but a fear of procrastination, born of a letter I once didn’t send, or a stamp I didn’t buy – which of course led to a result that was terrible; and not knowing any auspicious dates – rendered both impossible or at least improbable.  So this is the first, in what I am told by my marketing team is essentially a permanent weekly memoir of my life as a CEO of a startup.

“Just write about what you do. People will be interested”, they said. And (in the full appreciation that an interested readership is a remote aspiration) I have anyway, always rather fancied writing a secret diary. I think, since I was old enough to read Adrian Mole.

This blog is of course not remotely private. I’m not 13 and three quarters – (in fact at 39 and a few months I’m really far too old for tech and the obligatory tech startup T-shirt). There is equally no Pandora, but joyfully there is a long suffering wife and three lovely children – two of which funnily enough were born since I started our fair startup a few years back.

22 September 2016 “About Cathy”

This is the first week that I’ve been back in Cyberport for over two months. I remember telling an investor a year ago that I could never possibly need any help with my diary. “P.A’s are for bankers” I think was how I phrased it. I may have secretly googled https://x.ai/ but Amy seems to have been busy for a very long time, or maybe she’s just not very good at scheduling her time. Either way she never emailed me back. Anyway I don’t need an Amy, because at Dragon Law we have Cathy. Cathy, you say? Another AI? No, and Google won’t help you here. You see Cathy is entirely real (and that delights me!).

And the reason that my first post is dedicated to Cathy?  Because your startup needs one – not our Cathy of course. But every startup needs their Cathy.

Of course, you will read a lot about how a startup must have an idea, money perhaps, validation maybe, even ‘a great founding team’. These are probably all true. You’ll naturally have spent time making sure that your startup has – or at least can have these things. I don’t imagine you have made budget plans though for your Cathy. Her role looks a little odd on your slide deck. You see Cathy won’t go out and get new customers. Cathy doesn’t build software. Cathy doesn’t draw charts on the wall or argue with our CTO. I have a Sales Director, and a CTO and anybody that wants to argue with the CTO for that.

Why does every startup need a Cathy? 

For the one million things that your startup and your team will need every day of its life to make it work, to make it grow and to make it happy. It’s Cathy this week of course who decides that even though its Friday and I’m in Auckland, and I’m due in Brisbane on Monday, it makes perfect sense to fly me via Hong Kong for my daughter’s third birthday party.

Does Amy do that? No I didn’t think so.

Daniel Walker
CEO of Dragon Law

5 Must-Have Legal Documents for Cash Flow Optimisation

September 20, 2016


29% of businesses fail because they run out of cash. Tweet this

Cash flow management is the cornerstone of every healthy business. In addition to giving you the confidence and room to grow your business, cash reserves provide the cushion for unexpected events.

Businesses face many challenges – some companies fail to plan their finances properly, some don’t keep track of costs, and some fail to chase payment or to collect debt. Some don’t use standard documents before they enter into a business relationship, which makes it hard to create the right expectations and chase payments as there are no written agreements.

Learn how to optimise your cash flow. Download our newest eBook:

Free eBook download: Manage Cash Flow


Start taking the first step towards a healthy cash flow right now with these 5 essential steps.

1.   Start commercial relationships with watertight contracts

Start off your business dealing on the right foot with watertight contracts detailing the scope of products and services you are providing. When selling goods or services, make sure you use a Sale of Goods Agreement or a Supply of Services Agreement. A Sale of Goods Agreement typically covers a description of what is to be bought, the price, payment terms, delivery or collection conditions, returns, and how the agreement comes to an end.

Use a Supply of Services Agreement when one business provides services to another. This agreement will describe the scope of services provided as well as the service levels, timescales, the fees to be paid, when payments will be made and how to change or terminate the agreement.

By taking ownership of the contract drafting process, you can create payment terms that will help to improve your cash flow.

Learn more: Download free eBook on Managing Cash Flow

2. Confirm each sales order with a purchase order

A Purchase Order is a document between a supplier and a buyer that confirms a purchase. It details the items the buyer agrees to purchase at a certain price. It also outlines the delivery date and terms of payment for the buyer. A Purchase Order makes the purchasing process more efficient and allows for better inventory and payment tracking.

3. Issue invoices on time

Invoices allow you to set out clearly the type of goods or services you are providing, the price for such goods or services, and your payment terms. It is a document you typically send to a customer requiring payment for goods or services that you have provided or will provide. It also serves as a bill and a proof of a transaction. Invoices also allow you to get the money you are owed by your customers or clients.

4. Chase payments

Dealing with late payments and collecting money owed to you is a crucial part of cash flow management. Late payments and bad debts are faced by many businesses.

If you do have to chase up invoices, Late Payment Letters are a useful to chase overdue invoices. Late Payment Letters can be split into three parts; the first, the second, and the third:

  1. First Payment Reminder Letter – sent once the payment becomes overdue,
  2. Second Payment Reminder Letter – sent after a reasonable amount of time given to the client to repay the debt, and
  3. Final Payment Reminder Letter or Letter before Action – sent to communicate your intention to commence legal action to enforce the debt collection.

5. Recover debt

Occasionally, accepting payments in instalments can be an alternative solution to legal action for bad debt collection. If your customer does not dispute that money is owed and is willing to make arrangements for the debt to be repaid, you can consider a Letter Accepting Payments in Instalments. Such a letter allows the debtor to pay off the debt through regular fixed instalments.

More than 33% of business owners are uncomfortable with the levels of their company debt. With as many as 29% of businesses failing as a result of poor cash flow, it is easy to see where poor cash management will lead you! Mitigate your business losses with the right legal documents that are customised for your specific business situation. Let us help you prevent that.

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