Viewpoints from Kaizen

1. Overview of Singapore Limited Partnership The Limited Partnership (LP) was introduced in 2009 and is the most recent business form to be introduced to Singapore. An LP is a business organization that consists of one or more general partners and one or more limited partners. LPs are Partnerships and are created pursuant to an agreement between the partners (“the LP agreement”). They do not have a legal personality that is separate from their constituent partners. The Partnership Act as well as the general law applicable to Partnerships apply to LPs subject to the provisions of the Limited Partnerships Act 2008 (Cap 163B). The matters discussed above in relation to the formation of Partnerships and the relation of partners to each other apply to LPs.   2. Limited Partners The key difference between LPs and Partnerships lies in the fact that LPs have ‘limited partners’. A limited partner is defined […]

              With immediate effect, the Singapore Government has introduced two new measures to cool down the property market.   Introducing Seller’s Stamp Duty (SSD) for Properties Sold Within a Year Seller of a residential property located in Singapore must pay Seller’s Stamp Duty (SSD) if the property was acquired (or purchased) on or after 20 Feb 2010 but before 30 Aug 2010 and disposed of (or sold) within one year from the acquisition date. Properties acquired before 20 Feb 2010 will not be subject to SSD when disposed of. SSD will be payable on residential properties which are bought or acquired on or after 30 Aug 2010 but before 14 Jan 2011 and sold or disposed of within 3 years of acquisition. For residential properties bought on or after 14 January 2011, (SSD rates to be levied on the full sale price will be […]

Goods and services tax (GST) in Singapore is a tax on domestic consumption. The tax is paid when money is spent on goods or services, including imports. In general, goods sold, or services performed in Singapore are taxable. The only exceptions are financial services or the sale or lease of residential properties which are exempt supplies. In Singapore, GST is currently charged and accounted at a rate of 7% on the value of supply. You must register for GST in Singapore, if: At the end of a quarter if your taxable supplies exceed S$1 million for a quarter and the immediate past 3 quarters. Quarter refers to March, June. September or December; or At any time if your taxable supplies are expected to exceed S$1 million for the next 12 months.   If you are required to register for GST in Singapore, you must apply within 30 days of becoming […]

Nominee Director A Singapore Private Limited Company requires at least one individual Director, who has to be an ordinary resident of Singapore, i.e. one of the following: – Singapore citizen OR – Singapore permanent resident OR – Singapore employment/dependent pass holder. Our representative may act as your company’s local Director, should you have difficulties appointing a Director of your own. * In addition to this, we will also collect a refundable security deposit of USD2,000 and a suitable indemnity is given by the company to protect our nominee directors.   Nominee Shareholder A Private Limited Company must have at least one Shareholder, be it an individual or a corporation. One of our officers may act as a nominee on behalf of the beneficial owner and a suitable Declaration of Trust may be prepared upon request.   Nominee Agent The Companies Act requires a foreign company to appoint 2 local agents […]

Annual General Meeting Under Section 175 of the Companies Act, a local company is required to hold its first Annual General Meeting (“AGM”) within 18 months of its incorporation and at the AGM, the directors shall present the company’s accounts that comply with the requirements of the Accounting Standards and give a true and fair view of the status of the company to its shareholders. Subsequent AGMs must be held every calendar year and the interval between these meetings should not be more than 15 months after the date of the last AGM.   Audited Accounts Under Section 201 of the Companies Act, the accounts which are presented at the AGM must not be made up to a date older than 6 months from the date of the AGM for a private company/unlisted public company, or 4 months for a public listed company.   Annual Return Under Section 197 of […]

Every company in Singapore must comply with certain requirements of the Companies Act and Inland Revenue Act to stay in good standing or avoid penalties. This guideline is intended to introduce some brief notes on the continuing obligations of a Singapore company for the general reference of our existing and potential clients.   1. First Board Resolutions The first meeting of the board of directors should preferably be held within one month from the date of incorporation. At this meeting, the appointment of the first directors of the Company will be confirmed and the common seal, share certificates and statutory books adopted.   2. Changes in Particulars of Officers of the Company Any appointment, resignation or dismissal of any director, principal manager or secretary of the Company, or change in their residential addresses or identity card or passport numbers has to be notified to ACRA within one month from the […]

1. OVERVIEW Every company limited by shares incorporated in Singapore must have a share capital. Share capital of a company refers to the amount invested in the company for it to carry out its operations. The share capital may be altered or increased, subject to certain conditions. A company’s share capital may be divided into different classes. The different classes of share capital and the rights attached to these classes may be provided for in a company’s memorandum or articles of association. The Companies Act (Cap 50) sets out specific provisions and obligations for a company in relation to the shares and share capital of the company.   2. NATURE OF SHARES 2.1 A share is the interest of a member in a company. A member does not own any of the company’s assets as the company is a separate legal personality. A members ownership of shares in a company […]

The CPF contributions are allocated to the Ordinary, Special and Medisave Accounts based on the ratio of contributions shown in Tables A to J. Contributions are first allocated to the Medisave Account, followed by the Special Account. The balance is then allocated to the Ordinary Account. Employee Age (years) CPF contribution Ordinary Account Special Account Medisave Account 35 & below $100 $66.67 ($100 – $18.84 – $14.49) $14.49 ($100 x 0.1449) $18.84 ($100 x 0.1884) TABLE A For (1) Private Sector Employees (2) Government Non-Pensionable Employees (3) Non-Pensionable Employees in Statutory Bodies & Aided Schools (4) Singapore Permanent Resident (SPR) employees from their 3rd year onwards Employee Age (years) Contribution by Employer (% of wage) Contribution by Employee (% of wage) Total Contribution (% of wage) Credited Into Ordinary Account (Ratio of Con) Special Account (Ratio of Con) Medisave Account (Ratio of Con) 35 & below 14.5 20 34.5 0.6667 […]

Overview The Singapore Companies Act (Cap. 50) (“Companies Act”) has been amended to introduce register of registrable controllers (“RRC”) of companies under the new Part XIA which came into effect on 31 March 2017. These amendments are accompanied by a new set of subsidiary legislation – the Companies (Register of Controllers and Nominee Directors) Regulations 2017 which also took effect on 31 March 2017. The RRC makes the ownership and control of corporate entities more transparent and reduces opportunities for the misuse of corporate entities for illicit purposes. This will bring Singapore in line with international standards, and boost Singapore’s on-going efforts to maintain a strong reputation as a trusted and clean financial hub. Unless exempted, all Singapore locally registered companies are required to take reasonable steps to identify the persons who have significant control over the company and maintain beneficial ownership information in the form of a RRC. The […]

A foreign company may establish a representative office in Singapore to undertake promotional and liaison activities on behalf of its parent company. The office, however, directly or on behalf of its parent company, must not be engaged in business, conclude contracts, provide consultancy for a fee, undertake transshipment of goods, or open or negotiate any letters of credit. Foreign companies keen on exploring the viability of doing business in Singapore or interested in using Singapore as a launching pad into the Asia Pacific, may wish to set up a Representative Office (RO). Registration of a RO should be considered when a foreign company wants to test the business environment in Singapore before making investment decisions. However foreign companies should be aware that incorporation of legal corporate entities with the ACRA (Registrar of Companies) will be necessary to maintain their operations in Singapore in the long term.