How to Choose The Right Business Structure When Starting Up

July 8, 2016

Your choice of business structure has an immediate impact on your business’ operational efficiency, personal liability, paperwork, and tax requirements. This is why it is important for you to fully understand the available options in order to determine what’s right for your business.

When approaching the subject, consider the following elements:

  1. What are the characteristics of each business structure? What are the pros and cons of each?
  2. What is your long-term business plan, and the underlying business objectives?
  3. What filing and documentation is required for each type of business structure?

You will commonly find these business structures in most countries:

1. The Sole Proprietorship

You, the ‘solopreneur’, come up with the idea, set up the business, procure all assets, raise capital, and are solely responsible for business growth. Because you do all the work, you can expect to reap all the benefits too. However, not all is rosy because your personal property can be at risk if the business funds are not enough to cover losses. This is a high-risk option that can pose as a huge deterrent to startups.

2. The Partnership

You, along with your partner, set up and own the business together; pooling together resources and skills. The two main types of partnerships based on liability are the unlimited/general partnership, and the limited liability partnership. The latter allows the partners to be actively involved in the working of the business while liable only to the extent of the capital contributed by them. The profit-sharing ratio is determined by the partnership agreement.

3. The Company

This is, first and foremost, a separate legal entity from its owners – the assets and machinery are in their own name. The two main types of companies based on limitation by shares are the public company with more than 50 shareholders, and the private company with no more than 50 shareholders.

Most entrepreneurs opt for the private limited company (Pte. Ltd.) where your shareholders will own the company and your liability will be limited to the original value of the shares you hold. The profits, after paying off the creditors, are distributed among them as dividends.

Pros and cons

Knowledge about the benefits and drawbacks of each type of organisational structure is essential in making an informed decision about the ideal structure for your business.

The most common for businesses in Singapore is to opt for incorporation as a limited company. This setup has several benefits, such as the ease of raising capital (or seeking investment), limited liability for owners, and separating management from ownership. Moreover, the taxation scheme implemented by the Singapore government for companies is the third lowest in the world.

Are you incorporated as a private limited company? Do you know what legal documents you will need? Read more:


Related reading: Free eBook download: Incorporating in Singapore

Related reading: Free eBook download: Incorporating in Hong Kong

5 Reasons to Set Up Your Business in Hong Kong

July 6, 2016

Earlier, we gave you five good reasons to set up your business in Singapore. But how about Hong Kong, you ask?

1) A stable economy for sustainable business growth

Hong Kong has consistently ranked seventh in the world for economic competitiveness for the last 4 years. Hong Kong’s economic strengths include a sound banking system, low public debt, ample foreign exchange reserves, and close ties with Mainland China.

Businesses in Hong Kong stand to benefit from the nation’s free trade policy whereby international trade faces minimal government intervention. This helps keep costs and prices low. Politically Hong Kong upholds a strong and fair legal system which includes the implementation of rigorous anti-corruption measures.

2) Setting up is easy

Similar to Singapore, Hong Kong’s appeal as a potential business destination can be attributed to the ease of setting up a business here. Online applications for incorporating and registering your business can normally be processed within one hour. If you are already in Hong Kong, the entire incorporation procedure can be completed in as little as five to seven days! (Source: Guide me Hong Kong) Foreigners in Hong Kong, can go up to 180 days without a Visa (varies by nationality), and directors can be of any nationality.

A first-time entrepreneur, new to Asia, or needing mentorship? Tap into a selection of incubation and accelerator programmes run by global banks as well as the Hong Kong government. Such programmes are great for generating PR for your startup, especially in its early days, and will help grow your network exponentially.’s accelerator programme, for example, connects participating startups to bigger technology players such as Amazon and Microsoft; relationships that would otherwise be hard for a startup to access.

3) The government has clearly-defined out schemes for you to choose from

Companies in Hong Kong enjoy a tax rate of 16.5 per cent, one of the world’s lowest. Business owners file their own tax returns with little audit interference from the government.

Further, Hong Kong announced in this year’s Budget her commitment toward supporting the startup and small business community. Measures introduced include the waiver of business registration fees and subsidies for use of technological services and solutions to improve productivity and upgrade business processes.

Related reading: Hong Kong’s Budget 2016

As a Special Administrative Region of China, Hong Kong enjoys a highly active and cooperative business relationship with Mainland China. For example, under the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA), Hong Kong service suppliers enjoy preferential treatment when entering into the Mainland market in selected sectors.

4) Transportation efficiency, reliable connectivity and access to talent

Businesses thrive on efficient delivery of goods and services. With a prime geographical location in the Asia Pacific, Hong Kong offers the best of land, sea and air transportation. Despite its association with China, Hong Kong presents no obstacles to internet access.

Apart from favourable policies that allow for the free movement of capital, talent and goods, the governments of both Mainland China and Hong Kong commit to equally recognise professional qualifications and certificates that are obtained in either nation. This will let your Hong Kong business tap into a much bigger market and talent pool.

5) A great place to live and work

Hong Kong welcomes expatriates as much as it takes care of its own citizens. Aside from a business-friendly environment, you can expect low crime rates, high-quality health care, beautiful country parks, as well as high education standards for your children with more than 50 international schools. The well-established and inexpensive transport network will also get you to and from work easily if you opt for cheaper accommodation options outside the city.


Looking to incorporate in Hong Kong or Singapore?

Beyond legal services, Dragon Law and our network of partners can get you started with business incorporation, trade mark registration, and getting a Visa.

Contact us

Is Your Business Legally-Healthy?

July 1, 2016

It comes as no surprise that Founders don’t often have legal on top of their minds when starting up – there is just too much to do and too little time, and legal falls to the bottom of the priority list as a result.

But think of it this way: Making the early investment to lay out right legal fundamentals will later serve as an accelerator that fast tracks processes as your startup hits newer milestones. Think:

You don’t want to lose out on a potential candidate while you scramble for an Employment Agreement and work out how shares should be vested.

You don’t want the freelancer you engaged to claim ownership over the intellectual property you paid him to create.

You also don’t want your beer buddy to think he owns 50 per cent of your company because he threw out some ideas when you had one drink too many…!

As funny as this may sound, there are real cases like this that have caused fundraising discussions to stifle. You can never afford to be too careful, too diligent, or too prepared up front.

So, what steps can you take to build a business that is legally-healthy?

Sarah, our Sales Manager and a qualified lawyer, spent a lovely afternoon this week at The Working Capitol’s Open Office Hours to take members through a Legal Health Check.

Photo credit: The Working Capitol

She reminds members:

1. Put in place a Shareholders’ Agreement to set out rules and expectations around key decision-making such as the transfer of shares.

2. Use the right legal documentation to protect your intellectual property and confidential information when you engage consultants, employees and partners.

3. If you do business online, ensure you have a Website Privacy Policy and Website Terms of Use in line with Singapore law. Update your Terms & Conditions for online clients to maximise your protection.


Minimising legal risk doesn’t have to be daunting! If you’re not sure where to start, take our free Legal Health Check to find out how you can better protect your business.

Take Legal Health Check
Sign up for a non-obligatory free trial.
Answer a few questions, and receive your legal health check report.


Dragon Law brings Open Office Hours to TWC members once every month! To discover the benefits of co-working and their brilliant community, book a tour or swing by 1 Keong Saik Road at 10:00am or 5:00pm, Monday to Friday, to join their guided tours and redeem your free day pass.


What You Didn’t Know About Intellectual Property Protection

June 28, 2016

An interview with Thomas Griffiths, Senior Associate and Patent Attorney at Spruson & Ferguson

Intellectual Property (IP) protection is crucial for your business’ competitive advantage and long-term product development goals. It is through securing protection for ideas, inventions and creations, that you will be able to leverage on your innovations and make this a viable part of your livelihood. How should your business go about acquiring and enforcing your IP rights?

We sat down with Thomas Griffiths, Senior Associate and Patent Attorney at Spruson & Ferguson, to learn more.

˅ Jump to question ˅

  1. What are the most common questions you get regarding intellectual property (IP)?
  2. What do business owners normally overlook and what are the implications?
  3. How does an inventor know whether his invention is new and different from anything that currently exists and therefore qualifies to be patented?
  4. How much of my process or product must be developed before I can register for a patent?
  5. What does the process of registering for a patent look like? How do I get started?
  6. What happens when someone infringes my copyright/patent/trademark? Is there a way to take action and protect my IP rights that doesn’t involve going to court?
  7. When potential clients consult you on whether their inventions can be patented, what can they expect during a first meeting? What should they prepare beforehand?
  8. Is there anything else that startups should know that we haven’t covered or advice for business owners looking to protect their IP rights?

1. What are the most common questions you get regarding intellectual property (IP)?

“This idea isn’t patentable… or is it?”

Many inventions result from a series of iterative developments. Often, inventors look at those developments and don’t think any particular one of them is particularly innovative. So they fall into the misbelief they cannot protect their ideas.

Many inventions are made up of incremental developments that, individually, may not seem like much but the overall effect is significant.

 So, if you have a technology with a saleable point of difference then it will often constitute something that is patentable.  Tweet this

The other question often asked is: “Is it worth patenting?”

There is a reason big businesses file patent applications, and also why the technologies of small businesses are purchased by big businesses. IP protection can be a barrier to market entry for anyone except the IP rights holder.

In a nutshell, if you have a commercially useful technological point of difference (i.e. a reason somebody would want your technology) then you likely have something worth patenting that is also patentable.

2. What do business owners normally overlook and what are the implications?

The main ones are 1) publication and 2) value.

If an idea is published before a patent application is filed, many countries will not grant you valid IP protection for that idea. Particularly for a startup, this is difficult. IP protection can be costly and revenue is sometimes necessary to afford it. It is a difficult one… If you market your technology before filing for IP protection then you can often no longer protect it. There are some limited exceptions given in a few countries, such as the U.S. and Australia, but the general gist is that it cannot be protected once published.

On the value side, IP applicants are asking governments for what is a sort of temporary statutory monopoly – it is the right to stop others from dealing in the technology or design you have protected. Most governments are pro-competition so they don’t give out such monopolistic rights readily. So the cost is pretty reasonable when considering that it can purchase a 20-year right to stop people competing in a particular technology.

3. One can obtain a patent for an invention that is novel, and this can include both products and processes. In general, for an invention to be patentable, it must be new, involve an inventive step and have an industrial application (source: IPOS). How does an inventor know whether his invention is new and different from anything that currently exists and therefore qualifies to be patented?

Unfortunately, there is no way to answer that question with absolute certainty. With 7 billion or so people on the planet, new technologies are being developed every day. Only a small amount of that new technology will be discoverable when trying to assess whether a technology is new and inventive.

That said, the main way for people to assess whether their idea is new and inventive is to conduct a prior art search. There are good public databases for this, and firms that conduct these searches.

The faster the technological space moves – take software-based inventions and medical devices for example – the lower the likelihood of locating relevant prior art. Patent applications typically aren’t published for about 18 months. Hence, patent applications filed in the last 18 months often cannot be located by searching.

In reality, the inventor is often an expert in the field and has a pretty good knowledge of what other technologies are out there. Inventors also typically develop their ideas with a particular problem or market in mind that existing technology doesn’t address. If nothing is out there that currently addresses the particular problem or targets that market, then a new technology that does so has a reasonable shot at being novel and inventive.

There is no uniform, hard and fast rule on what is industrially applicable. It differs a little bit from country to country. That said, in general, most things that are inventions are also industrially applicable – in other words, they are technical and have some sort of commercial application. In Singapore, certain methods of treatment of a human or animal body are excluded from industrial applicability, as are certain methods of diagnosis performed on human or animal bodies.

4. How much of my process or product must be developed before I can register for a patent?


Most patent applications are speculative. The inventors simply need to be able to tell a skilled person – generally an expert in their field similar to themselves – how to put the invention together. In legalese, the patent specification needs to say how to “perform” the invention.

No prototype. No testing. Nothing else is needed.

This is to be distinguished from a wish list. I can say “I have a great idea. How about I build a glass elevator to the moon as a low-cost alternative to Virgin’s space program?” But unless I can say how I would build such an elevator and how it would work, I don’t have enough for a patent application.

5. What does the process of registering for a patent look like? How do I get started?

You need to first identify that whatever technology you’re developing has a point of difference that is commercially viable. Then go and speak to a patent attorney. The main point at the outset is knowing what your invention is. You can then leave the rest of the process to the attorney.

The process of applying for a patent can be complex. It also depends on the needs of the patent applicant. That said, the *very general* overview is the process includes the following stages:

  1. Drafting a patent specification
  2. Filing a patent application with that specification
  3. Having the patent application examined
  4. Getting a granted patent
  5. Paying renewal/annuity fees (these simply allow governments to purge their patent register of patent rights that patentees no longer want to maintain)

6. What happens when someone infringes my copyright/patent/trademark? Is there a way to take action and protect my IP rights that doesn’t involve going to court?

Nowadays, most IP disputes can be kept out of court. In general, the start of the process would be a “Cease and Desist” letter. That letters identifies the rights that are infringed and what the other party is doing to infringe those rights. It can also say “Offer up any infringing products you have made, or destroy them” and “I would like an account of profits for infringements to date”.

That letter often works.

If that letter does not work, then there are other alternative dispute resolution mechanisms, such as mediation, that can avoid court-time.

You can also consider licensing your IP. In effect, this turns a potential infringer into a paying client.

7. When potential clients consult you on whether their inventions can be patented, what can they expect during a first meeting? What should they prepare beforehand?

The first meeting is really an information gathering session for both parties. We don’t know what the invention is and the inventors are often unaware of how the patent process works, the costs and timeframes.

We host initial meetings free-of-charge. So people can come without fear that they will receive an invoice or have any ongoing obligation to us. We will then guide the inventors through the collection of any additional information that is needed to enable us to draft a patent application.

Book an initial, free-of-charge meeting with Spruson & Ferguson


8. Is there anything else that startups should know that we haven’t covered or advice for business owners looking to protect their IP rights?

Not really. In brief, keep your technology and your designs secret until you have filed for IP protection. If you can’t, try to ensure whomever you need to tell understands the idea, technology or design is to be kept confidential.

Create a Confidentiality Agreement for free with Dragon Law
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With that in mind, go and speak to a patent attorney. For Spruson & Ferguson, that chat will be free and can be used to answer questions that relate to the specific invention in question.


Still have questions about Intellectual Property protection?


Related reading: Legal documents required for protecting Trade Marks


Thomas Griffiths is a Senior Associate of Spruson & Ferguson, based permanently in Singapore.

Thomas’ practice primarily involves the preparation, drafting and prosecution of patent applications, advice in relation to patent validity and enforcement, patent strategy and patent infringement advice. Thomas has also been involved in large-scale patent litigation, patent litigation support, evidence strategy, and revocation and invalidation strategy before the Federal Court of Australia.

Thomas practices in the field of electrics, electronics and computer science technologies, focusing on medical devices, apps & software, semiconductors, solar cells, data transformation and e-commerce technologies.

Prior to joining the firm, Thomas worked for several years in the patent group of one of Australia’s major patent law firms and prior to that worked in the mining industry as an engineer.

Thomas is a qualified Australian and New Zealand Patent Attorney. His technical qualifications include:

  • Bachelor of Engineering (Mechatronics)(Hons),
  • Bachelor of Computer Science and
  • Master of Intellectual Property Laws,

all from the University of Melbourne.

Thomas can be contacted at

The 8 Questions Your Website Privacy Policy Should Answer

June 22, 2016

Did you copy and paste your Website Privacy Policy? Risky!

Here’s the thing: Someone else’s Website Privacy Policy will not be able to protect you and your visitors, because you may use data in very different ways.

An inaccurate Website Privacy Policy may expose you to the risk of having your website taken down, or even potential legal action.

Many entrepreneurs share the misconception that they only need a Website Privacy Policy if they sell goods (or services) online. Wrong.

Website Privacy Policy and Website Terms of Use are minimum legal requirements, even if you are just marketing and not selling goods or services online.   Tweet this

The regulation of personal data use is overseen in Hong Kong and Singapore by the Privacy Commissioner for Personal Data (PCPD) and the Personal Data Protection Council (PDPC) respectively.

In order to have a Website Privacy Policy that truly reflects your organisation’s practices, there are a few essential questions it must answer:

1. What information will you be collecting from your visitors?

List out specifically the types of information that you may collect and process. This ensures that you are transparent with your website visitors and/or users regarding what information about them that you are collecting and what types of activity you are monitoring.

Simply pick what is applicable to you when drafting your Website Privacy Policy with Dragon Law. Try now.

2. Will you use the collected information in another country?

You have to state explicitly all the countries and/or territories in which you will be storing or using the data.

Note: Be extra careful if your server is located overseas or if you are a using a hosting service provider with overseas servers. You may be subject to additional provisions that restrict transfers of personal information.

3. How will you use the data you collected?

Next, it is crucial to specify the purposes for which you will use the information you have collected from your users. It is recommended that you create the most extensive list possible, to keep possibilities open for the future. Even if you are currently only using the data for record-keeping, there might come a time when you want to do direct marketing!

Dragon Law’s Website Privacy Policy covers the following purposes:

(a) ensuring that content from our site is presented in the most effective manner for you and for your computer;

(b) providing you with alerts, newsletter, education materials or information that you requested or signed up to;

(c) carrying out our obligations arising from any contracts entered into between you and us;

(d) allowing you to participate in interactive features of our service, when you choose to do so;

(e) designing and conducting surveys/questionnaires for client profiling/segmentation, statistical analysis, improving and furthering the provision our products and services;

(f) complying with laws and regulations applicable to us or any of our affiliates in or outside Singapore;

(g) legal proceedings, including collecting overdue amounts and seeking professional advices;

(h) researching, designing and launching services or products including seminars/events/forums;

(i) promoting and marketing services and products subject to your exercise of the opt-out right (please see further details in clause 2.2 below); or

(j) purposes directly related or incidental to the above.

If you intend to share the data you have collected with other entities (such as business partners or overseas offices), you need to state this in your Website Privacy Policy. In general, just as with purposes, you want to leave your options as open as possible.

5. Does your website use cookies? What kind of cookies?

Most websites use cookies to distinguish a user from other users. Cookies contain a small file of letters and numbers stored on the browser or hard drive of the user’s computer. This helps websites to provide users with a good experience when they browse the website.

There are different types of cookies. Some identify users and track website performance in order to provide a more personalised experience for visitors. Others help analyse the effectiveness of website content. The four most common types of cookies are:

Strictly necessary cookies are cookies that are required for the operation of your website. They include, for example, cookies that enable the user to log into secure areas of your website, use a shopping cart or make use of e-billing services.

Analytical/performance cookies allow you to recognise and count the number of visitors and to see how visitors move around your website when they are using it. This helps you to improve the way your website works, for example by ensuring that users are finding what they are looking for easily.

Functionality cookies are used to recognise the user when the user returns to your website. This enables you to personalise your content for the user, greet the user by name, and remember the user’s preferences (for example the user’s choice of language or region).

Targeting cookies are cookies that record the user’s visit to your website, the pages the user has visited, and the links the user has followed.

It is critical that you specify what type of cookies your website uses and explain what kind of information these cookies will collect.

Not technically-savvy? Me neither! That’s why the Dragon Law app provides helpful and clear definitions that guide you through drafting each agreement.

Your website may be using a third-party web analytics service, such as Google Analytics, to collect information on web traffic. If your website uses a third-party web analytics service, your Website Privacy Policy should also specify which analytics service is used.

6. Can customers make payments online via your website? If so, what kind of encryption do you use for web payments?

If you allow customers to make online payments on your website and use technology to encrypt the transactions, you should specify what security technology you use. The most common type of encryption is Secure Sockets Layer (SSL).

7. Who can users get in touch with if they want to access the data?

Remember: Under the law, individuals have the right to check whether you hold personal data about them, the right to access that data, the right to require that inaccurate data is corrected, and the right to request removal or deletion of the data. Therefore, it is essential that you provide a contact person and full contact details (including name, address, telephone number, fax number & email address) that users can get in touch with should they want to assess or correct the data they have provided.

Under the PDPA, organisations in Singapore are required to designate at least one individual, known as the Data Protection Officer (DPO), to oversee the data protection responsibilities within the organisation and ensure compliance with the PDPA.
Appointment of a DPO is also implicitly required in Hong Kong under Data Protection Principle 1.

8. When will you publish your Website Privacy Policy? How will you further notify users of updates?

Your privacy policy only binds users if it clearly states when it came into effect. Also, whenever you update your website, or use new analytics services, you want to make sure to update your Website Privacy Policy. Hence, you will also need a clause that states how users will be notified of new policy changes.

Last but not least….

It is recommended that you provide a link to your Website Terms of Use in your privacy policy so that your website visitors can find it for reference easily.

A Website Terms of Use specifies the rules for using your website and defines the legal relationship between you as the website operator and your website users.

Now, preview your document:


And you’re done!

Congratulations! Your Website Privacy Policy is ready to go. You can now download your Website Privacy Policy in Word, PDF, or HTML, and upload it onto your website.

Running a business may be challenging, but with the right processes and documents in place, you can build prudent legal protections and ensure you stay compliant.   

Ready to get started?

Let Dragon Law’s smart Document Builder guide you through the essential steps of drafting a Website Privacy Policy.

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