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2 days ago
Procosec Asia

Who is considered a Director of a Singapore Company?

The Singapore Companies Act requires at least 1 individual to be appointed and registered as a local director of every Singapore company.

This is straightforward enough. However, what is often not understood is that anybody can be treated under Singapore company law as a director even if they are not registered as a director.
Such individuals are known as “Shadow Directors”.

A shadow director is an individual whom the registered directors are accustomed to act in accordance with his/her instructions.

This could mean that as an owner you could be considered as a Shadow Director even if you are not a registered director of the company.

Contact us at: info@procosecasia.com for a free consultation on our package of Singapore company incorporation services.
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Who is considered a Director of a Singapore Company?

The Singapore Companies Act requires at least 1 individual to be appointed and registered as a local director of every Singapore company.

This is straightforward enough. However, what is often not understood is that anybody can be treated under Singapore company law as a director even if they are not registered as a director.
Such individuals are known as “Shadow Directors”. 

A shadow director is an individual whom the registered directors are accustomed to act in accordance with his/her instructions.

This could mean that as an owner you could be considered as a Shadow Director even if you are not a registered director of the company.

Contact us at: info@procosecasia.com for a free consultation on our package of Singapore company incorporation services.
2 weeks ago
Procosec Asia

Different Positions within a Singapore Company

When setting up your company in Singapore, there are a number of positions which must be filled.

These include:

1. Local Director
All Singapore companies must appoint at least 1 person as a local director who is above 18 years of age.

If the local director is not appointed for a period of 6 months, then the owners of the company will be liable for all the company’s obligations personally.

2. Local Company Secretary

The Singapore company must appoint at least 1 person as company secretary. The company secretary is responsible for organising and recording all board/shareholder meetings and handling all day to day administrative tasks for the company.

3. Foreign Directors

As well as appointing a local director, it is also possible to appoint potentially any number of foreign directors to the board of the Singapore company.
Procosec Asia provides Nominee local director and company secretarial services to ensure your Singapore company meets all of its compliance requirements.

To apply to set up your Singapore company, please access our online platform at: www.procosecasia.com/.
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Different Positions within a Singapore Company

When setting up your company in Singapore, there are a number of positions which must be filled. 

These include:

1. Local Director
All Singapore companies must appoint at least 1 person as a local director who is above 18 years of age. 

If the local director is not appointed for a period of 6 months, then the owners of the company will be liable for all the company’s obligations personally.

2. Local Company Secretary 

The Singapore company must appoint at least 1 person as company secretary. The company secretary is responsible for organising and recording all board/shareholder meetings and handling all day to day administrative tasks for the company.

3. Foreign Directors

As well as appointing a local director, it is also possible to appoint potentially any number of foreign directors to the board of the Singapore company.
Procosec Asia provides Nominee local director and company secretarial services to ensure your Singapore company meets all of its compliance requirements.

To apply to set up your Singapore company, please access our online platform at: https://www.procosecasia.com/.
3 weeks ago
Procosec Asia

Protecting the Rules of your Company from being Changed – Entrenchment Provisions

The governing set of rules between a Singapore company and its shareholders is known as the Constitution.

The Constitution regulates matters such as:

• Share transfer restrictions and pre-emptive rights;

• Number of board members and who may appoint each board member; and

• Powers of the directors and shareholders over certain decisions

The standard rule is that the Constitution of a Singapore company can be amended or added to by a vote of 75% or more of the shareholders voting rights passed at a general meeting.

What many people are unaware of is that it is possible to increase this 75% or more threshold to protect the shareholders of the company from changes made in the Constitution decided upon despite their lack of approval.
This is known as an Entrenching provision and must be approved by 100% of the shareholders.

An example of an Entrenching provision would be that no less than 100% of the shareholder must approve any alteration or addition to the Singapore company Constitution.
At Procosec Asia, we ensure that your company is set up to mirror your exact requirements.

For more information about the suite of company set-up, accounting & tax compliance services we provide, please visit: www.procosecasia.com/
... See MoreSee Less

Protecting the Rules of your Company from being Changed – Entrenchment Provisions

The governing set of rules between a Singapore company and its shareholders is known as the Constitution.

The Constitution regulates matters such as:

• Share transfer restrictions and pre-emptive rights;

• Number of board members and who may appoint each board member; and

• Powers of the directors and shareholders over certain decisions

The standard rule is that the Constitution of a Singapore company can be amended or added to by a vote of 75% or more of the shareholders voting rights passed at a general meeting.

What many people are unaware of is that it is possible to increase this 75% or more threshold to protect the shareholders of the company from changes made in the Constitution decided upon despite their lack of approval.
This is known as an Entrenching provision and must be approved by 100% of the shareholders.

An example of an Entrenching provision would be that no less than 100% of the shareholder must approve any alteration or addition to the Singapore company Constitution.
At Procosec Asia, we ensure that your company is set up to mirror your exact requirements. 

For more information about the suite of company set-up, accounting & tax compliance services we provide, please visit: https://www.procosecasia.com/
3 weeks ago
Procosec Asia

Share Transfers for Singapore Companies – Procedural Requirements

During the life of your Singapore company it is likely that at some point the ownership of that company will change.

For example, where you gift/sell your shares in your company to a relative or third party.

In Singapore, the process of transferring shares comprises:

1. Preparing and signing an Instrument of Transfer
The seller of shares must sign an instrument transferring his/her shares to another. It is important to ensure if your Singapore company has different classes of shares (for example ordinary shares and preference shares) that separate instruments of transfer are signed.

2. Paying Tax on the Instrument of Transfer
Instrument of transfer for transferring shares must be stamped with the Inland Revenue Authority within 14 days of being signed in Singapore or 30 days after being signed outside of Singapore from the date it reaches Singapore.
Stamp duty tax for an instrument of transfer for shares is 0.2% of the sale price of the shares or the net asset value of the shares, whichever is highest.

3. Approval and registration of shares transfer
The signed instrument of transfer and other documents required under the Singapore company’s Constitution should be provided to the Singapore company and the share transfer should be approved by the board of directors.
Finally, the registration of the share transfer needs to be completed with the Accounting and Corporate Regulatory Authority and the old/new share certificates need to be cancelled/issued.

For more information on the above topic or other queries, contact us at info@procosecasia.com
... See MoreSee Less

Share Transfers for Singapore Companies – Procedural Requirements

During the life of your Singapore company it is likely that at some point the ownership of that company will change.

For example, where you gift/sell your shares in your company to a relative or third party.

In Singapore, the process of transferring shares comprises:

1. Preparing and signing an Instrument of Transfer
The seller of shares must sign an instrument transferring his/her shares to another. It is important to ensure if your Singapore company has different classes of shares (for example ordinary shares and preference shares) that separate instruments of transfer are signed.

2. Paying Tax on the Instrument of Transfer
Instrument of transfer for transferring shares must be stamped with the Inland Revenue Authority within 14 days of being signed in Singapore or 30 days after being signed outside of Singapore from the date it reaches Singapore.
Stamp duty tax for an instrument of transfer for shares is 0.2% of the sale price of the shares or the net asset value of the shares, whichever is highest.

3. Approval and registration of shares transfer
The signed instrument of transfer and other documents required under the Singapore company’s Constitution should be provided to the Singapore company and the share transfer should be approved by the board of directors.
Finally, the registration of the share transfer needs to be completed with the Accounting and Corporate Regulatory Authority and the old/new share certificates need to be cancelled/issued.

For more information on the above topic or other queries, contact us at info@procosecasia.com
4 weeks ago
Procosec Asia

Corporate Registers (Miscellaneous Amendments) Bill to be considered by Singapore Parliament in November 2021

Following public consultation in July 2021, the Accounting and Corporate Regulatory Authority has announced that the Corporate Registers (Miscellaneous Amendments) Bill 2021 will be presented to Parliament in November of this year.
The rationale for the provisions contained within the Corporate Registers (Miscellaneous Amendments) Bill 2021 is to increase the transparency of companies in line with the international standards set by the Financial Action Task Force.
Among the amendments being introduced under the Corporate Registers (Miscellaneous Amendments) Bill 2021 are:

• a requirement for all local companies, foreign companies and limited liability partnerships to set up a Register of Nominee Shareholders;

• a 14-day requirement for foreign companies to update their Register of Members;

• disclosure of persons with “Executive Control” where companies do not declare persons with significant interest/control over the entity; and

• a 7-day period for companies to update their Register of Nominee Directors.
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Corporate Registers (Miscellaneous Amendments) Bill to be considered by Singapore Parliament in November 2021

Following public consultation in July 2021, the Accounting and Corporate Regulatory Authority has announced that the Corporate Registers (Miscellaneous Amendments) Bill 2021 will be presented to Parliament in November of this year.
The rationale for the provisions contained within the Corporate Registers (Miscellaneous Amendments) Bill 2021 is to increase the transparency of companies in line with the international standards set by the Financial Action Task Force.
Among the amendments being introduced under the Corporate Registers (Miscellaneous Amendments) Bill 2021 are:

• a requirement for all local companies, foreign companies and limited liability partnerships to set up a Register of Nominee Shareholders;

• a 14-day requirement for foreign companies to update their Register of Members;

• disclosure of persons with “Executive Control” where companies do not declare persons with significant interest/control over the entity; and

• a 7-day period for companies to update their Register of Nominee Directors.
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