You AGM/EGM resolutions don't need to state anything more than amounts, dates, people, etc. You can set up monthly fee payments if you wish. Be aware that non-resident directors are taxed at 20 percent and that tax must be withheld before the payment is made. Earn $1000, withhold $200 which goes directly to the IRAS at tax time.jamesblunt wrote:Basically i Wanted to form a private limited company in Singapore as the sole shareholder and become the non-resident director. The company in question will be similar to 99designs.com, which is basically a graphics design contest company. And all payments made from the customer will be through paypal payment gateway directed the funds to a new business bank account after company formation. However I had a question i would like to know as well as the potential of this business.
1)Assuming all income is generated in paypal, should it be transfer to the business bank account on monthly, daily basis?
2)can a non-executive director fees be paid on a monthly basis as set forth in IRAS "Director’s fees approved in advance" without any requested service rendered requirement in the AGM or for a vague requisite such as "ensuring the company is running" or "ensuring the website and its features are active".
3) With regards to paypal i have heard that you required a singapore ID when payment reaches 7500 SGD however after looking through harwarezone forums i found that new terms allow you to use your passport instead. Anybody know the truth about this.
4) If my home country has a treaty (thai) with Singapore is there any requirement to remit directors fee earned back to the home country or can we keep the funds in Singapore.
5) do you guys have any recommendation of good accounting and incorporation firms(must provide nominee local director and secretary service. Was looking at Janus for incorperation serviecs but was wondering if there is anything with better service quality for the price. And i dont know any company yet for accounting outsourcing saw guys at sc-mac.com using xero accounting software but not sure of their reputation.
6) Also parden my lack of knowledge in accounting but for example if i receive a thousand USD$100 payment does each of these count as a single transaction so theres 1000 transaction for accounting purposes?
7) Also do you guys have recommendation for banks? was looking at dbs multi-currency personal account and their business account but wasnt sure about their requirement as a non-resident? would i be able to apply simply by using the incorporation business address and passport?
thanks for the answers guys
My recommendation would be to email CPA's in Singapore until you find one that will give you a nominee director. A nominee director will run between $1000 and $1500 per year. They are getting more scarce as they realize they are liable for your actions.
What I am saying is that your nominee director runs your company, by law, at least in partnership with you. "Nominee" is an arf-arf word with no real meaning, other than you nominated to use the person as a director. A director is a director. So, you want someone who will be honest in dealings with you, and who is at least associated with a CPA who knows all of the directors resolutions, meeting notices, etc, that must be filed in order to keep the company legal. Just dragging someone off the street and offering to make them a director is not something I would do.jamesblunt wrote:My recommendation would be to email CPA's in Singapore until you find one that will give you a nominee director. A nominee director will run between $1000 and $1500 per year. They are getting more scarce as they realize they are liable for your actions.
Thank you Strong Eagle for the detail reply. With regards to accountancy and incorporation do you mean to say that it is better to find a CPA practitioners that will be the exact person that also act as a nominee direct or secretary which ever is better?so does this mean they are more liable to accounting actions on my firm?
If this is not too much to ask. Do you mind PM me the CPA you use.
Thanks
Please provide the statute and citation. I have been unable to find anything that supports this statement.sandhurst wrote:There is a difference in the way the law looks at a nominee director, for example if a nominee director is from a corporate firm that provides such services as against a nominee who is not a professional but qualifies to act as one ( such as a person who is ordinarily resident in Singapore eg EP holder, SPR, SC).
why exactly is that though ? Won't the authorities just judge it based on the evidence they uncover in investigation, irrespective of the origin of the nominee director ?sandhurst wrote:My point of view is from the role of the nominee in an investigation for say being a director of a company investigated for alleged money laundering. A nominee not from a service provider will have a harder time proving to the authorities that he is indeed not involved in the laundering process.
Let's use your money laundering example. What difference does it make whether or not the director is involved in the money laundering process. It happened under her watch. According to law, she is responsible. This is why (for the USA at least) there is always directors insurance provided for outside directors.sandhurst wrote:If you say they are treated differently, then you must have some case law which backs you up. Otherwise, you are saying the director from a corporate service firm gets a free ride even though he has a fiduciary responsibility to keep others from being fleeced.
Please read carefully what i have said. My contention is that the role of a nominee director is passive, your contention is that the nominee is part of the operations of a company. I did not say that a nominee in one form is absolved from his fiduciary duties. My point of view is from the role of the nominee not his fiduciary duties. Your point of view is from the party that has suffered a loss.
To put it another way, are you implying that if I were to sue this corporate service supplied director for malfeasance and damages, the outcome would be different than it would be if some "joe" took on the role of director?
Again your point of view is from a party who has suffered a loss. My point of view is from the role of the nominee in an investigation for say being a director of a company investigated for alleged money laundering. A nominee not from a service provider will have a harder time proving to the authorities that he is indeed not involved in the laundering process.
I really have a hard time with this because it seriously implies that my rights of redress can be abridged just because this person is an alleged "professional director".
Again you are looking from the point of view of an aggrieved party who has suffered a loss. Not once did i say that a nominee is absolved of his fiduciary duties to aggrieved party.
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