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7 days ago
Procosec Asia

Counterintuitive requirement: Commercial lease and China company set up!

Did you know that you need a commercial leased for a minimum of 12 months before incorporating your China company?

When setting up a company in many countries, it is not a requirement to firstly lease any office space / premises (particularly in the digital nomad world of today).

However, perhaps unusually, it is a requirement in China to obtain a lease for office / rental premises prior to setting up a China company.

This often comes as a surprise for our foreign clients and Procosec Asia can assist you:

1. throughout the entire China company incorporation process;

2. review of your commercial lease; and

3. confirming with the authorities that your lease is in a commercial building allowing you to set up your company with that specific address. Not all buildings allow a commercial lease and can be used for your company incorporation;

4. checking that the unit you are leasing is not used by any other registered company: if that space was leased before by another company, that company must have changed that specific address with the authorities before you can use it for your company registration.

To find out more details as to our China company incorporation services, please contact us at info@procosecasia.com
... See MoreSee Less

Counterintuitive requirement: Commercial lease and China company set up!

Did you know that you need a commercial leased for a minimum of 12 months before incorporating your China company?

When setting up a company in many countries, it is not a requirement to firstly lease any office space / premises (particularly in the digital nomad world of today).

However, perhaps unusually, it is a requirement in China to obtain a lease for office / rental premises prior to setting up a China company.

This often comes as a surprise for our foreign clients and Procosec Asia can assist you:

1. throughout the entire China company incorporation process;

2. review of your commercial lease; and 

3. confirming with the authorities that your lease is in a commercial building allowing you to set up your company with that specific address. Not all buildings allow a commercial lease and can be used for your company incorporation;

4. checking that the unit you are leasing is not used by any other registered company: if that space was leased before by another company, that company must have changed that specific address with the authorities before you can use  it for your company registration.

To find out more details as to our China company incorporation services, please contact us at info@procosecasia.com
2 weeks ago
Procosec Asia

How to Transfer Shares in a Singapore Company?

The answer to this question will depend principally on the current ownership structure of the Singapore company.

For example, if a company has a single shareholder the process of transferring share(s) is more straightforward than where there are numerous shareholders who may need to consent to the proposed share(s) transfer in advance.

In addition, various documents are usually required to be submitted to the Singapore company by the transferor(s) and transferee(s) of the share(s), such as:

1. Signed share(s) transfer instrument(s) between the transferor(s) and transferee(s) of the share(s) in the Singapore company;

2. Stamp duty certificate(s) with respect to the share(s) to be transferred in the Singapore company;

3. Original share certificates representing the share(s) being transferred in the Singapore company (if possessed by the transferor of the share(s) – sometimes the company secretary of the Singapore company will possess the same); and

4. Resolutions passed by the board of directors and / or shareholder(s) of the Singapore company approving the proposed share(s) transfer.

Once all the above – which may differ depending on the specific Singapore company in question – is ready, it is important to ensure that the appropriate e-filings are then submitted to the Accounting and Corporate Regulatory Authority of Singapore (ACRA) to ensure the transferee(s) of the transferred share(s) are reflected as the owner(s) of the share(s) in the Singapore company.

Procosec Asia provides Singapore company incorporation and annual maintenance / compliance services to ensure your Singapore company meets all compliance requirements in Singapore.

To find out more about our Singapore company secretarial services, please contact: info@procosecasia.com today.
... See MoreSee Less

How to Transfer Shares in a Singapore Company?

The answer to this question will depend principally on the current ownership structure of the Singapore company.

For example, if a company has a single shareholder the process of transferring share(s) is more straightforward than where there are numerous shareholders who may need to consent to the proposed share(s) transfer in advance.

In addition, various documents are usually required to be submitted to the Singapore company by the transferor(s) and transferee(s) of the share(s), such as:

1. Signed share(s) transfer instrument(s) between the transferor(s) and transferee(s) of the share(s) in the Singapore company;

2. Stamp duty certificate(s) with respect to the share(s) to be transferred in the Singapore company;

3. Original share certificates representing the share(s) being transferred in the Singapore company (if possessed by the transferor of the share(s) – sometimes the company secretary of the Singapore company will possess the same); and

4. Resolutions passed by the board of directors and / or shareholder(s) of the Singapore company approving the proposed share(s) transfer.

Once all the above – which may differ depending on the specific Singapore company in question – is ready, it is important to ensure that the appropriate e-filings are then submitted to the Accounting and Corporate Regulatory Authority of Singapore (ACRA) to ensure the transferee(s) of the transferred share(s) are reflected as the owner(s) of the share(s) in the Singapore company.

Procosec Asia provides Singapore company incorporation and annual maintenance / compliance services to ensure your Singapore company meets all compliance requirements in Singapore.

To find out more about our Singapore company secretarial services, please contact: info@procosecasia.com today.
2 weeks ago
Procosec Asia

If my Singapore company doesn’t have operations for a period of time, do I need to abide by any compliance requirements with the authorities?

From time to time, your Singapore company may be inactive and have no operation – this was the case for some of our clients during Covid for example.

Unfortunately, if your Singapore company is inactive, this does not necessarily mean that its compliance requirements will cease during that time!

For example, your Singapore company may – subject to exceptions – need to continue to prepare yearly audited or unaudited financial statements.

There will also be obligations for the Singapore company to submit a yearly filing known as an ‘Annual Return’.

Failure to meet ongoing compliance requirements for your inactive Singapore company could have consequences when the Singapore company intends to be active again (for example, as part of a company sale or fine from the authorities, etc).

To find out more about the above post or our Singapore company incorporation and annual compliance services, please contact us at info@procosecasia.com.
... See MoreSee Less

If my Singapore company doesn’t have operations for a period of time, do I need to abide by any compliance requirements with the authorities?

From time to time, your Singapore company may be inactive and have no operation – this was the case for some of our clients during Covid for example.

Unfortunately, if your Singapore company is inactive, this does not necessarily mean that its compliance requirements will cease during that time!

For example, your Singapore company may – subject to exceptions – need to continue to prepare yearly audited or unaudited financial statements.

There will also be obligations for the Singapore company to submit a yearly filing known as an ‘Annual Return’. 

Failure to meet ongoing compliance requirements for your inactive Singapore company could have consequences when the Singapore company intends to be active again (for example, as part of a company sale or fine from the authorities, etc).

To find out more about the above post or our Singapore company incorporation and annual compliance services, please contact us at info@procosecasia.com.
3 weeks ago
Procosec Asia

A Myth: The legal seal of a China company?

The legal seal is unfortunately not a myth in China! The company seals (known as ‘chops’) are a must to do business in China and it is imperative that a China company carefully provides custody for its chops.

What are the different ‘chops’ required for a China company and what are they used for exactly?

1. Invoice (‘Fapiao’) Chop

In China, invoices need to be prepared in a certain format locally known as a ‘fapiao’.

All fapiao’s must include a specific invoice chop known as the ‘fapiao’ chop.

2. Legal Representative Chop

Every China company must appoint a legal representative who has extensive obligations to the China company.

The legal representative possesses a legal representative chop which is affixed to company contracts entered into by the China company.

If the company seal is not affixed to the contract by the China company, this could affect enforceability of the contract and so is indispensable.

3. Financial Chop

The financial chop is required for matters such as opening of a bank account in China, issuing financial statements etc.

4. Official Company Chop

The official company chop is used for many day-to-day documents issued by a China company (letters etc).

5. Customs Chop

By its name, this chop is required to be affixed to documents such as customs import / export declarations etc.

Take precious care of your ‘chops’ and don’t assign them to someone you don’t trust fully!

For any requests / queries in relation to our China incorporation services, please confirm us at info@procosecasia.com.
... See MoreSee Less

A Myth: The legal seal of a China company? 

The legal seal is unfortunately not a myth in China!  The company seals (known as ‘chops’) are a must to do business in China and it is imperative that a China company carefully provides custody for its chops.

What are the different ‘chops’ required for a China company and what are they used for exactly?

1. Invoice (‘Fapiao’) Chop

In China, invoices need to be prepared in a certain format locally known as a ‘fapiao’.

All fapiao’s must include a specific invoice chop known as the ‘fapiao’ chop.

2. Legal Representative Chop

Every China company must appoint a legal representative who has extensive obligations to the China company.

The legal representative possesses a legal representative chop which is affixed to company contracts entered into by the China company.

If the company seal is not affixed to the contract by the China company, this could affect enforceability of the contract and so is indispensable.

3. Financial Chop

The financial chop is required for matters such as opening of a bank account in China, issuing financial statements etc.

4. Official Company Chop

The official company chop is used for many day-to-day documents issued by a China company (letters etc).

5. Customs Chop

By its name, this chop is required to be affixed to documents such as customs import / export declarations etc.

Take precious care of your ‘chops’ and don’t assign them to someone you don’t trust fully!

For any requests / queries in relation to our China incorporation services, please confirm us at info@procosecasia.com.
3 weeks ago
Procosec Asia

Do I need a company secretary for my Singapore company?

In Singapore, every Singapore company must, at any one time, appoint at least 1 locally resident company secretary (i.e. a Singapore citizen/Permanent resident or a Singapore Employment Pass Holder/Singapore Dependent Pass Holder). The name of the company secretary is stated in the records of the Accounting and Corporate Regulatory Authority (“ACRA”).

Though we have clients who are Employment Pass Holder and could be appointed as company secretary of their company, most entrepreneurs want to focus on what matters and what they are best at: growing their business. They don’t have time to learn about the various compliance aspects and deadlines and they don’t want to run the risk to miss a deadline given the legal consequences.

The company secretary is not simply a title without any obligations: the company secretary for your Singapore company is responsible for ensuring your Singapore company meets its legal obligations, including:

1. Drafting minutes for board / shareholders’ meetings;

2. Custody for the company’s common seal (if adopted); and

3. Providing reminders and satisfying annual compliance deadlines for your Singapore company (kindly refer to one of our previous post listing the various annual deadlines your Singapore company needs to meet).

Our company Procosec Asia provides a suite of company secretarial and annual compliance services to take the administrative headache out of running your Singapore company so you can focus on growing and running your business!

To find out more about the above post or our Singapore company incorporation and annual compliance services, please contact us at info@procosecasia.com.
... See MoreSee Less

Do I need a company secretary for my Singapore company?

In Singapore, every Singapore company must, at any one time, appoint at least 1 locally resident company secretary (i.e. a Singapore citizen/Permanent resident or a Singapore Employment Pass Holder/Singapore Dependent Pass Holder). The name of the company secretary is stated in the records of the Accounting and Corporate Regulatory Authority (“ACRA”).

Though we have clients who are Employment Pass Holder and could be appointed as company secretary of their company, most entrepreneurs want to focus on what matters and what they are best at: growing their business. They don’t have time to learn about the various compliance aspects and deadlines and they don’t want to run the risk to miss a deadline given the legal consequences.

The company secretary is not simply a title without any obligations:  the company secretary for your Singapore company is responsible for ensuring your Singapore company meets its legal obligations, including:

1. Drafting minutes for board / shareholders’ meetings;

2. Custody for the company’s common seal (if adopted); and

3. Providing reminders and satisfying annual compliance deadlines for your Singapore company (kindly refer to one of our previous post listing the various annual deadlines your Singapore company needs to meet).

Our company Procosec Asia provides a suite of company secretarial and annual compliance services to take the administrative headache out of running your Singapore company so you can focus on growing and running your business!

To find out more about the above post or our Singapore company incorporation and annual compliance services, please contact us at info@procosecasia.com.
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