What is a Company?
A company is an
incorporated entity and once registered under
the Companies Act, Chapter 50, it has legal
personality. It is different from a business
firm and usually has the words 'Pte Ltd'
(Private Limited) or 'Ltd'(limited) as part of
its name.
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Types of
Companies
Private Limited Companies
:
Number of shareholders is
limited to 50 or less.
Public Companies
: Number of shareholders
can be more than 50 members and the company may
raise capital by offering shares and debentures
to the public. A public company must register a
prospectus with the Registrar before making any
public offer of shares and debentures.
Branches of Foreign
Companies : These are companies whose
country of origin are outside Singapore and who
wish to set up a branch in Singapore. The
companies are registered and not incorporated
under the Companies Act, Chapter 50.
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What is a Business
Firm?
A business firm is either a
sole-proprietorship or a partnership.
Individuals and companies, being "legal
persons", may set up and own a business firm.
However, a business firm, not being a legal
entity, cannot register another business firm.
Individuals and companies registering
business firms need not be Singaporeans or
incorporated in Singapore. But in all cases, the
manager of a business firm must be a
Singaporean, Singapore Permanent Resident,
Singapore Employment Pass Holder or Dependant's
Pass Holder.
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Sole-proprietorship
A sole-proprietorship is a business firm
owned by one person or one locally incorporated
company. There are no partners. The
sole-proprietor has absolute say in the running
of the business firm.
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Partnership
A partnership is
made up of more than one person or company.
Generally, all partners have equal rights in the
management of the partnership. To avoid possible
disputes, it is preferable that a partnership
agreement is drawn up.
Partnerships may
have between two and twenty partners. Once there
are more than twenty partners, the business
entity must be registered as a company under the
Companies Act.
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What is the organizational structure of
a Private Limited Company's
The
organizational structure of a Private Limited
relies on three basic groups: shareholders,
directors and officers.
A Private
Limited is owned by shareholders; however, they
do not directly manage the Private Limited.
Instead, they influence corporate decisions
through indirect methods such as electing and
removing directors, approving or disapproving
amendments to the articles of incorporation and
voting on major corporate issues.
The board of
directors are responsible for managing the
affairs of the Private Limited. Usually,
directors make only the major business decisions
and supervise and appoint the officers who make
the day-to-day business decisions of the
corporation.
Officers are
responsible for the everyday management of the
Private Limited. Typically, officers are
appointed directly by the board of directors.
It is important
to note that a shareholder may serve on the
board of directors and as an officer
.
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Can you comment on limited
liability practices in
Singapore?
Corporations (including
societies registered under the Co-operative
Societies Act) are the only limited liability
entities in Singapore. A Private Limited is a
legal entity that exists separately from its
owners.
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Can a company register a
sole proprietorship? If so, what is the
liability? What about
directors?
Yes, a company can
register a sole-proprietorship (RCB may require
a local manager to be appointed. As with all
other unincorporated entities, liability of the
sole-proprietorship is unlimited. Directors of
the owner-company may, in certain circumstances,
be rendered liable for the business, as the
Business Registration Act includes directors in
the definition of persons who are responsible
for the management of the business.
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Must the names describe
the businesses?
There is no legal
requirement as such. However, descriptive names
are to be used if it would make the business
name distinct from those of other entities for
the purposes of making an application for the
registration of a business name.
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We understand that for
incorporation of companies, the date of
incorporation will be one day after the
documents are lodged. Please explain whether the
same policy is applied for business
registrations? Can we request for a special
date?
The Certificate of
Registration will be dated the date when the
application is submitted on line and is approved
by the RCB and the necessary payment made.
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There exists ABC Pte Ltd.
Can a person, who is also a director of ABC Pte
Ltd, register a business name known as
ABC?
No, the names are
considered identical. From the example, if ABC
Pte Ltd wishes to register ABC Trading,
this would be allowed provided the
name does not fall foul of section 11 of
the Business Registration Act and ABC Pte Ltd
provides a letter of consent for the use of the
name "ABC".
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Can we handle
incorporation of companies, registration of
business & corporate secretarial services in
HDB flats?
Business activities may be
conducted in HDB flats, if the business
qualifies under the Technopreneur Home Office
Scheme. Please contact the National &
Technology Board (NSTB) (hotline: 779 7066) for
more details on eligibility, or visit their
website
www.nstb.gov.sg for more information.
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Societies & Clubs
(non- profit organizations) - who do they
register with?
The Registry of
Societies.
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If the sole-proprietor
intends to use the business name for a Private
Limited company, when should the date of
cessation be? Should the Form D be dated on the
date when we submit the incorporation
documents?
There
is no objection to the business firm
being terminated within 3 months of the date of
incorporation. If the business owner wishes to
extend the date of termination beyond the 3
month period, he/she must submit the request in
writing to RCB citing the reason(s) for the
extension.
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Can I use a name
which is similar to a company or
trademark?
A proposed company name
will not be approved if it is identical to, or
so nearly resembles the name of another company,
foreign company or business firm as to be
mistaken for it. Undesirable names, including
offensive or vulgar names will also not be
approved. It is possible that the name you
select will not be distinguishable; therefore,
we ask for a second choice on the incorporation
order form.
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Do I need to get
approval from various government bodies for
regulated business activities?
The RCB controls the
registration of business firms and incorporation
of companies. However, the nature of the actual
business activity could be subjected to control
and regulation by other Government authorities.
Even if your business firm has been registered,
you cannot begin to operate unless you have the
necessary approval or licence from the relevant
Government authorities approved When an
application has been referred to another
authority, it may take another 7 days to 2
months. click here for more info:
http://ferrari.nmi.net.sg/gsd3/owa/gsdsearch.search_check
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How long does it take to process and
approve a company's name
application?
The RCB
immediately approves an application of name
unless the business activities need approval
from a particular government agency or it is a
conversion from a business entity where a letter
of consent has to be
attached.
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What is the minimum
Authorized Capital for a Private
Limited.
The minimum authorized
share capital of S$100,000.00.
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What is the difference
Authorized Capital and Paid up/Issued Share
Capital?
The total number of un-issued shares is
defined as Authorized Share Capital.
Issued and Paid Up Shares are shares that are
issued and paid up. The minimum paid
up capital required in a Pte Ltd Company is
S$2.00.
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How many director must
a company's have in order to
incorporate?
Every company must have at
least 2 directors one of whom must be locally
resident ie Singapore citizen, Singapore
Permanent Resident, Singapore Employment Pass or
Dependent Pass Holder.
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Will I be assured of
getting an employment pass if I intend to
incorporate a pte ltd company in
Singapore?
With effect from 21 June
1999, a foreigner intending to be a local
director need not produce his Employment Pass at
the point of registration of the business.
Instead, he is merely required to produce an
Approval-in-Principle Employment Pass (or "AIP
EP") from the Employment Pass Department (EPD),
Ministry of Manpower. Application forms can be
obtained at RCB or at EPD. Please refer to the
procedure for application of an employment pass
by a foreigner who wishes to act as a local
director of a new company.
Click here for the
procedure for application of an employment pass
by a foreigner who wishes to act as a local
director of a company.
Businesses
planning to bring in foreign equity should
advise their foreign parties that foreign equity
alone does not confer the latter automatic
rights to carry on business in Singapore. Under
the Singapore Immigration Regulations, any
foreigner who is not a Singapore permanent
resident and wishes to engage in any business,
profession, occupation or any form of paid
employment in Singapore with a minimum monthly
income of S$2,500 is required to apply for an
Employment Pass.
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