How to start a business in Singapore

September 14, 2017

The small and bustling city of Singapore prides itself on being business-friendly. Companies that site their international headquarters in Singapore stand to benefit from Singapore’s network of over 50 comprehensive Double Taxation Avoidance Agreements, many free trade agreements (FTAs) and strong intellectual property (IP) laws that ensures protections for your ideas and innovations. Given that Singapore is New Zealand’s sixth top trading partner and Australia’s seventh top trading partner – and the top trading partner in Southeast Asia in both these countries – New Zealand and Australian businesses looking to expand into the region would recognise Singapore as a prime location.

Related reading: 5 Reasons to Set Up Your Business in Singapore

Here, we give you the lowdown on how to start up your business in Singapore.

Registering your business

Registering your business in Singapore is an incredibly convenient process, as all applications can be submitted at BizFile by the Accounting and Corporate Regulatory Authority (ACRA). Simply log into BizFile using your identification and SingPass, Singapore’s online account management for access to all of the government’s e-services. If you are a foreign applicant without a SingPass, you may choose to engage the services of a registered filing agent (e.g. a law firm, accounting firm or corporate secretarial firm).

Decide business structure

Before registering your business, think about the advantages and disadvantages of each type of business structure and determine which best suits your needs. The following business structures are available to you:

  • Sole Proprietorship;
  • Partnership;
  • Company;
  • Limited Liability Partnership;
  • Limited Partnership.

Your choice of business structure will impact your personal liability, paperwork and tax obligations. To learn more about the the differences between the various business structures, check out ACRA’s comparison table of the forms of business structure our post on how to choose the right business structure.

Reserve your business name

When registering their business entity, business owners have to ensure that the proposed name is not:

  • undesirable;
  • identical to the name of any business entity or charity;
  • identical to a name that has been reserved.

Therefore, you should first do a search on BizFile to ensure that the name is not already taken, taking into consideration the guidelines for searching for identical or similar names and checking for names with similar pronunciations available in Practice Direction No. 4 of 2003.

Register your business

Before beginning the registration process online, make sure you have the following documents at hand:

  • Your company name;
  • A brief description of your business and the scope of its activities;
  • Paid up capital amount;
  • Shareholder particulars;
  • Details of your directors;
  • Registered office address in Singapore;
  • Company secretary particulars.

Read more: Documents required when incorporating your business

If you have decided that you will register your business as a company, you can do so by lodging the relevant forms on BizFile. There is a registration fee that depends on the type of business entity you wish to register.

You will typically receive approval from ACRA within a few hours after a name is approved. This may take longer in the case that there are foreign directors or shareholders, and there may be requests for additional documentation before approval is granted.

Once incorporation of your business has been approved, you will be issued the following documents:

  • Certificate of Incorporation: You will receive this via email and it will contain your company registration number, known as the Unique Entity Number (UEN).
  • Company Business Profile: This is a document containing your company’s particulars. You can request for a PDF copy of this for an application fee.

Armed with these two documents, you are ready to go about conducting business in Singapore.

Want more comprehensive information about how to go about registering your company in Singapore? Learn more with our eBook Incorporating in Singapore:

Download your free eBook

 

After incorporation

Once your company is incorporated, it is time to get your business up and running. Whenever transacting on behalf of your business on the government’s e-services portals, you can do so using either you SingPass or CorpPass, a newly launched corporate digital identity that allows for online services to be accessed conveniently and securely.

Open a corporate bank account

In order to set up a bank account with a bank in Singapore, the banks would typically require you to supply a list of documents that they set out in their application forms. Most of the major banks require the physical presence of the executive director and authorised signatory as part of the procedure. However, this is not an absolute rule and some exceptions may be made on a case by case basis – for instance, if you are able to sign the paperwork at one of the bank’s overseas branches or in the presence of a notary public. This is subject to the bank’s discretion and you should enquire directly with the bank.

Set up an employer’s CPF account

As an employer, you may be required to make Central Provident Fund (CPF) contributions for the employees that you hire. In order to transact with the CPF board (e.g. make CPF payments), you would first need to apply to e-submit your CPF contribution details on CPF e-Submit@web. Upon approval, you will receive an email containing your CPF Submission Number (CSN). To learn more about your CPF obligations, check out the Employer Guides by the CPF Board.

Ensure compliance with local laws

As a business operating in Singapore, ensure that you abide by the various laws that apply to your category of business entity. This may include the following:

  • Filing annual returns. Under the Singapore Companies Act, all locally-incorporated companies are required to hold their Annual General Meeting (AGM) and file their Annual Returns online via BizFile. You may also be required to file your accounts in your Annual Return.This can be done either by an appointed officer of the company (e.g. director or company secretary) or by a registered filing agent engaged by the company.
  • Goods and Services Tax (GST). You may be liable to charge this tax to your clients on goods and services provided and remit this amount to the tax authorities if your company’s annual turnover exceeds S$1 million. Use the GST Registration Calculator by the Inland Revenue Authority of Singapore (IRAS) to determine whether your company needs to register for GST.

 

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In Co-Founders we trust

September 13, 2017

by Chris Sykes, Legal Tech Evangelist @ Dragon Law

Friends will be friends

I spent a lot of time in the startup ‘ecosystem’ talking to people who are thinking about starting a business. More often than not there is more than one founder, and they are friends or at least colleagues.

It’s great to speak to people at the beginning of their startup journey. At the forefront of discussion topics are the basics like setting up a company, opening a bank account, recruitment, and developing some kind of MVP. At the same time dreams of fundraising and scaling up and talked about in more general terms.

At the heart of these relationships is the friendship and trust between co-founders. The idea of a fundamental disagreement or ‘walk out’ is just something that happens to other people. Employment contracts, shareholders agreements, and share vesting agreements are something that might be considered in the future.

Business is business

Your relationship of friendship will survive (or become stronger) as long as you accept that there is a business relationship, which should be treated as such.

I’m not suggesting that somehow you should become a ruthless business person of films. But minimal legal protections are a must have. The relationship is still one of trust, but should be backed with the ‘black and white’ protections of a written legal agreement or agreements.

Too much to not enough

At the other end of the spectrum (and often with more experienced people) are the founders who say openly ‘I don’t trust him/her so I want to make sure I can get rid of him/her when I want’. This is rarer, but I’ve encountered the use of share vesting, targets, and classes of shares that are not based on commercial reality, but on a fear of ‘that other guy’.

I’m fortunate with my co-founders, but I can’t imagine starting a business with people I didn’t trust.  

Somewhere in between

My advice to startup founders would be to go into business with people you trust who will work hard and add something to the business. Get your legal paperwork in place, but don’t sit around worrying that you’re going to feature in ‘The Social Network 2’.

Practicalities

What to do in terms of legal documentation? There are various ways you can create the documents you need. My company, Dragon Law, is available in some jurisdictions, or you can seek the services of law firm. Whatever you decide to do it’s certainly worth spending some time and money to set a strong foundation and protect your growing business. 

 

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Protecting Interns Under The Employment Act

In recent years, the number of interns in the Singapore workforce has proliferated. The key driver behind this trend is due to the realisation that the practical and hands-on experience that an internship provides is increasingly being regarded as an integral part of a student’s professional development.

While interns in the workplace are at greater risk of being exposed to unfair workplace treatments as opposed to regular employees, in Singapore, interns are covered under the Employment Act (EA) as well.

If your company happens to hire interns, here are some key regulations that you as the employer have to take note of.

Who Is Covered Under The Employment Act

According to the Employment Act (EA), all employees under a contract of service with an employer are covered. This includes interns as well.

Under this definition, it simply means that employers are obliged to provide statutory benefits prescribed under the EA to an intern, as long as the intern performs work and has work arrangements similar to that of a regular employee in the organisation.

Working Hours and Compensation

Interns who enter into a contract of service with an employer should not be required to work more than 8 hours a day or more than 44 hours a week.

However, should an intern be willing to work overtime, it is capped at 12 working hours per day. Altogether, the overtime hours should not exceed 72 working hours per month.

Should an intern work overtime or on his / her rest days and Public Holidays, the employer must pay the intern for the extra hours of work. Note that the rate of overtime work should be minimally one and a half times of his / her hourly basic rate of pay.

Likewise, the employer must grant the intern one unpaid rest day in the week, which may be on a Sunday or any other one day.

Related reading: What is a social media policy?

Internships As Part Of Professional Development

Internships are typically provided as part of the curriculum by educational institutions. To ensure that students get the most out of their internships, organisations have to work closely with educational institutions.

Organisations should clearly brief both the educational institutions and students on the work environment as well as working arrangements. This can then help to better match students with the relevant internships that they are keen in.

At the same time, organisations should designate someone whom interns can approach for feedback or seek guidance. This can then facilitate regular feedback and healthy communication between both the employer and intern.

Similarly, organisations should always welcome feedback provided by interns. This can then allow organisations to continually improve the internship experience and further enhance their company’s brand as well.

For more information on the Employment Act, read more here.

This is a guest post from RenQun Huang at Gpayroll
Want to read more articles related to payroll, HR & technology? Visit us at Gpayroll

Pride in Manchester

September 11, 2017

by Chris Sykes, Legal Tech Evangelist at Dragon Law

The worker bee is one of the best known symbols of Manchester

Back to the mills

A trip to a co-working space in one of Manchester’s industrial era mills showed me first hand how things have changed and continue to change.  

A bee goes back to the hive…

I’ve just move from Hong Kong to Manchester in order to prepare for Dragon Law’s launch of a UK product.  It was a sad farewell to people I’ve worked so closely with these last 4 years, but I am looking forward to new LegalTech adventures and another new start for the business.

I wasn’t sure how I would feel when I came back to my home town of Manchester, as I’ve now lived away for 7 years – some of that time in Spain, then in Hong Kong.  After seven years away, what would have changed? After Hong Kong would it feel a little bit too quiet and small?  And where (if at all) would I find the ‘startup scene’ in which I’ve existed these last few years?

I knew ‘Cottonopolis’ would still have all the things that make it so great: history, architecture, music, and nightlife.  And after speaking to my neighbours I was reassured that Mancunians are still as indisputably friendly and proud of their town as I remembered.  But what has changed?

This city has never been short of creativity, and areas such as the Northern Quarter are no longer just about a fun place to go drinking – but full of businesses based around design, software, music and technology.  Parts of the city are now real startup communities, while the big banks and law firms still continue to thrive in the glass offices of Spinningfields.

Not London

A lot of my colleagues and contacts asked if I was moving to London – synonymous with starting a business in the UK – and this meant I had to ‘sell’ my move, and think about the positives and negatives of launching a business in England’s ‘northern powerhouse’.  

To be clear, Manchester is never going to compete with the capital.  Greater Manchester is the second biggest urban area in the UK, and the biggest economy outside London, but is still dwarfed by comparison.  However, the air is cleaner (and a bit colder) and costs are cheaper….hugely important to a struggling startup, and those looking for an affordable lifestyle.

Manchester Airport is the best connected outside of London – my tearful flight from Hong Kong to England was direct and took just 12 hours!

According to the UK Tech Innovation Index, Manchester is the third most active tech city in the UK (after London and Edinburgh).  A statistic that fills me with joy as a tech business co-founder.

Law to LegalTech

I left England as a solicitor, and return as a co-founder of a successful LegalTech business.  The last time most of my old solicitor colleagues and friends saw me I was wearing a suit and carrying some kind of folder.  Now I dress ‘startup’ and work in a business that actively encourages people not to use paper!  I even describe myself as a ‘LegalTech Evangelist’.  How times have changed.

At the same time I’m positive that I can encourage old colleagues to take a look at the growing world of LegalTech (or LawTech depending on how you feel).

There’s no place like home

I’m excited to be back in a growing and ever-changing city, and I’m confident that I’m in the perfect place to launch our business and get involved in the startup world.  

What is a notary public?

September 10, 2017

If you have ever signed a legal document in a business context, chances are that you would have heard of the term notary public. What exactly is a notary public and when exactly would you need to engage the services of a notary public?

Here, we provide you a quick guide on what services a notary public provides and how you may go about notarising your documents.

What is a notary public?

To understand what the role of a notary public is, it is helpful to think about the historical origins of the role. Dating back to ancient Rome, the office of the notary public was considered a learned profession of prominence. Notaries public had a duty to ensure that transactions were carried out in an honest and truthful manner by witnessing and authenticating documents.

In the modern day, notaries public typically provide several services, which may include the following:

  • Notarise documents;
  • Attest the signature and execute documents (e.g. deeds, wills, contracts, powers of attorney, incorporation documents);
  • Administer oaths;
  • Certify true copies.

The exact range of services that a notary public is allowed to provide would vary from jurisdiction to jurisdiction.

What exactly is notarisation?

Notarisation refers to the the authentication of a document by a notary public. This is typically done by having the notary public put his signature and Official Seal on the document, although the process and requirements of notarisation may vary across jurisdictions.

As a third party witness to the signature on a document, a notary public commonly has the following responsibilities when notarising a document:

  • Confirm the true identity of the signatory appearing in front of the notary public by checking an identity document;
  • Ensure that the signatory fully understands the nature and effects of the contents of a document to be signed and witnessed.

It is not the case that all contracts and legal documents need the notarisation by a notary public in order for the document to be valid and enforceable.

However, there are certain circumstances under which it is necessary to have a notary public notarise your document. One common scenario is when you need to have a document certified for use outside of your home jurisdiction.

Must a notary public be properly qualified?

In most jurisdictions, there are formal requirements that notaries public are subject to before they are properly qualified as notaries public.

In Hong Kong, notaries public must be qualified by the Notaries Public Examination conducted by the Hong Kong Society of Notaries and registered under the Register of Notaries Public managed by the High Court of Hong Kong.

In Singapore, notaries public are subject to the rules in the Notaries Public Act. A notary public must be a qualified lawyer appointed by the Board of Commissioners for Oaths and Notaries Public.

In Australia, a notary public is a public officer appointed for life by the Supreme Court of the relevant state or territory. Notaries public may be “struck off” the Roll of Notaries for proven misconduct.

How do I engage a notary public?

Notarial services are generally accessible and inexpensive. Most countries would have online directories of notaries publics with the contact details of the notaries public listed.

There are fees involved in engaging the services of a notary public. In some jurisdictions, the charges for notarial services are prescribed by law and non-negotiable. Services outside of what are prescribed by law will be charged at the notary public’s rates.

What do I need to prepare before meeting a notary public?

When engaging a notary public, it is important to first check the the requirements of the foreign agency, state, court, company or entity that has requested for the notarisation of the document.

Ensure that you have all the necessary supporting documents with you when you meet a notary public. If you are requesting for the notary public to certify a true copy of a document, it is necessary to have the original document with you as the notary public would need to have sight of the original document before he able to certify true on the copy produced.

If you need a notary public to witness your signature on a form (e.g. bank form), ensure that the form is duly completed but unsigned and bring along original identification documents. The notary public’s job is to witness you signing a completed form. Thus, it would not be the correct practice to sign a blank form in the presence of the notary public, or signing the form before you meet the notary public.

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