1. 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.
2. What is a sole-proprietorship?
A sole-proprietorship is a business firm
owned by one person or one locally incorporated company. The
sole-proprietor has absolute say in the running of the business firm.
3. What is partnership?
A partnership is made up of more than one
person or company but not more than 20 partners. Generally, all partners
have equal rights in the partnership.
4. What is a Company?
A company is a business entity registered
under the Companies Act, Chapter 50. It has a legal personality i.e. it
has rights to own properties, can sue or be sued.
5. Can a foreigner register a business
firm in Singapore?
Yes, a foreigner needs to apply for an
Approval-In-Principle Employment Pass (AIP EP) and he/she must also have
a Singapore residential address.
6. What is the life span of a business?
With effect from 13 Jan 2003, the lifespan
of a newly registered business firm is one year. All the renewals
effected after 13 Jan 2003 will also be valid for one year period.
7. What will happen if I do not renew
my business after the period of one year?
The business may be cancelled by the
Registrar pursuant to Section 13 of the Business Registration Act.
8. If I convert my sole-proprietorship
to private limited company, when should the date of termination be?
The termination date of your
sole-proprietorship is within 3 months from the date of incorporation.
If you wishes to extend the date of termination beyond 3 months, we will
help you to request in writing to RCB stating the reason(s) for the
extension.
9. What is the difference between
business and limited company?
As business, all your personal assets are
at risk in the event of a failure. Unlike business, limited company is a
legally separate entity in its own right. The directors and shareholders
have limited liability. As long as the business is operated legally and
within the terms of the Companies Act, their personal assets are not in
risk in the event of a winding up or receivership if all shares have
been issued and paid up.
10. How long does it take to process
the name application?
It will normally take less than 2 hours to
get the name approved from RCB unless RCB need to refer the application
to another government authority then it may take another 14 days or the
most 2 months.
11. How many directors must a company
have for incorporation?
A company must have at least 2 directors,
one of whom must be either a Singapore Citizen, a Singapore Permanent
Resident, a Singapore Employment Pass Holder, an Approval-In-Principle
Employment Pass Holder or a Dependant Pass Holder and must be above the
age of 21.
12. What is the minimum Authorised
Share Capital for a Private Limited?
Any amount. With effect from 15 Jan 2002,
the registration fees for a company is at a flat fee of $300
irrespective of the amount of authorised share capital.
13. What is the difference between
Authorised Share Capital and Paid Up Capital?
Paid Up Capital is the amount invested by
the shareholders into the Company. This total amount has to be equal to
or less than the Authorised Share Capital.
14. How long does it take to
incorporate a Private Limited Company?
Within 3 to 5 days.
15. What is Company Secretary?
Every company must have at least one
secretary. They are recognized as one of the officers of the Company.
16. Who can be a Company Secretary?
Under Section 171(1AB), the secretary of a
public or a private company must possess at least one of the following
qualifications:-
a
secretary of a company for at least 3 of the 5 years immediately
preceding the date of his appointment as secretary of the company.
a
qualified person under the Legal Profession Act (Cap. 161).
an accountant registered with the Institute of Certified Public
Accountants of Singapore.
a member of the Singapore Association of the Institute of
Chartered Secretaries and Administrators.
a member of the Association of International Accountants
(Singapore Branch).
a member of the Institute of Company Accountants, Singapore.
17. What is the duties of the Company
Secretary?
The duties of the company secretary may be
divided generally into three main areas:
maintaining statutory registers;
completing and filing statutory forms and
meetings and resolutions.
18. When must a company appoint its
auditor & secretary?
A company has to appoint an auditor within
3 months from the date of incorporation unless it is exempted from audit
requirements under Section 205B or 205C of the Companies Act. Every
company must have at least one secretary appointed within 6 months of
the date of incorporation.
19. What is an exempt private company?
It is a private company:
which has not more than 20 shareholders and none of them is a
corporation; or
that
is wholly owned by the Government, which the Minister, in the national
interest, declares by the notification in the Gazette to be an exempt
private company.
20. What is a foreign company?
A foreign company is one of that is
incorporated outside Singapore. It has to register a branch in Singapore
before it can commerce business here.
21. How many agents required and who
can be an agent of a foreign company?
Every foreign company must have at least 2
local agents acting on its behalf in Singapore. They must be Singapore
Citizens, Singapore Permanent Residents, Singapore Employment Pass
Holders or Approval-In-Principal Employment Pass Holders or Dependant
Pass Holders.
22. When must a company hold its Annual
General Meeting and file its Annual Return?
The first AGM of a company must be held
within 18 months of its incorporation. After that, an AGM must be held
once in every calendar year and not more than 15 months after the last
AGM.
23. Can we conduct our businesses in
HDB flats?
With effect from 10 Jun 2003, homeowners
are allowed to conduct small-scale businesses in their HDB flats under
the new Home Office (HO) Scheme.
24. Is HO scheme only apply to HDB
flats?
No, the scheme applies to both private and
HDB properties.
25. Do we need to obtain approval from
any government department?
Yes, eligible HDB flat lessees and private
property owners must seek prior written approval from HDB and URA
respectively to use their homes for home office use.
26. Is there any restrictions under
this HO Scheme?
Yes, you can visit HDB’s website at
www.hdb.gov.sg or the URA’s website at
www.ura.gov.sg to find out the details.
27. What is an offshore corporation?
A corporation is an entity recognized by
law as a separate “person” with limited liability. A corporation has the
option to sell shares, the right to sue and be sued, and has perpetual
existence.
28. How many directors must an offshore
corporation have?
Minimum one director (can be individual or
corporation of any nationality).
29. How many shareholders must an
offshore corporation have?
Minimum one shareholder (can be bearer
share or registered share).
30. What is the difference between
bearer shares and registered shares?
Bearer share certificates do not indicate
the name of the owner. The person having physical possession of the
certificate is the owner. Transfer of ownership is accomplished simply
by the transfer of the certificate. Registered share certificate
indicate the name of the owner. The name of the shareholder is recorded
in the register book of the company.
