Advice on Sole Proprietorship

[disconnect]

A friend who left Singapore has asked me to be the manager of his sole proprietorship here in Singapore, for him to be able to keep his activity going here. He has a software firm with employees in other countries and which can operate from anywhere, so his reasons for keeping a sole proprietorship here may be limited to financials.

I derive no benefits from the act, so I would like to stay on the safe side and continue to live a happy life here in Singapore.

Any knowledgeable persons who could advise on a few things, please?
1. What would be the potential liabilities for me as his sole proprietorship's manager?
2. Is there any due diligence that I could/should do on a regular basis to make sure everything is ok?

Thank you very much.

[Strong Eagle]

First question that must be known in order to answer... what is your status? Citizen? PR? EP?

[disconnect]

EP

[Strong Eagle]

EP

If you are an EP you will not be able to act as manager for the sole proprietorship as your EP specifically excludes you from holding employment other than for which the EP was issued.

Even if you do it for free, MOM will not let you off the hook. A local manager is statutorily required when the SP owner is not in Singapore and is not a citizen or PR. But even if your friend is a citizen or PR, you'll still be considered an employee as manager, and therefore, in violation of the terms of your EP.

[disconnect]

Thank you for the response Strong Eagle.

I didn't make it clear initially, but he has already appointed me as a manager of his company and I had to endorse it via bizfile.org.sg. It is done. Apparently, it is possible to be appointed manager while being only on EP.

[sundaymorningstaple]

Until MOM and ACRA connect. Then you be in a world of Brown Stuff. You cannot work for two companies on an EP. Have you notified MOM that you are also managing another company while on the EP of a different company? I suggest you do that just to stay on the safe side if you think it's okay. By law, all employer visa holders regardless of the flavour, must notify MOM of any major changes including new jobs. Good Luck.

[Strong Eagle]

Thank you for the response Strong Eagle.

I didn't make it clear initially, but he has already appointed me as a manager of his company and I had to endorse it via bizfile.org.sg. It is done. Apparently, it is possible to be appointed manager while being only on EP.

I suggest that you are in violation of the law and have put your EP at risk. You cannot do this. Refer to this document: http://www.mom.gov.sg/~/media/mom/docum ... itions.pdf, which is the detail about work pass regulations (your employment pass is a work pass as defined in the regulations on page 2).

Refer to page 43:

PART VI
CONDITIONS TO BE COMPLIED WITH BY FOREIGN EMPLOYEE
ISSUED WITH WORK PERMIT

Employment

1. The foreign employee shall work only for the employer specified and in the
occupation and sector specified in the work permit.

Refer to page 44:

PART VII
REGULATORY CONDITIONS TO BE COMPLIED WITH
BY FOREIGN EMPLOYEE ISSUED WITH WORK PERMIT

1. The foreign employee shall not do any of the following without the prior
written approval of the Controller:

(a) apply for registration under the Business Registration Act (Cap. 32) to
carry on any business in Singapore;

(b) carry on or manage any business in Singapore;

(c) be or purport to be a director, manager or secretary of any company that is
incorporated under the Companies Act (Cap. 50);

(d) be or purport to be a partner of any partnership that is formed in
Singapore;

Here's the thing. ACRA assumes that you have legally changed your EP to the company to which you were appointed manager or that you are a DP... they don't care... they don't enforce work permits. They will check other databases to ensure your address is in Singapore and that you still have a work permit but that's it.

But MoM will want to check out who has been moonlighting. They are going to find this appointment the next time they get around to a database match with ACRA. They're going to want to know why you are managing one company when your EP has you working for another. They will do the match and find you.

I'd get this fixed in short order, were it I, otherwise, you handle is very appropriate... you are soon going to be disconnected from Singapore.

[livingontheedge]

Typically only the owner has unlimited liability and either him or his entity can be sued.

But if you are appointed as a manager, with the obvious expectations of carrying out the managerial duties and business of the entity (in th law, you are viewed as the appointed person to carry out the duties of the entity), you would typically be viewed as if a Director of a Company. In the sense you would perform ongoing monitoring to ensure that there is no non-compliance with regulations, fraud, money laundering, excessive borrowings for no business purpose, etc. and failure of which, if such matters were to occur, you can be charged for not executing your duties. Ongoing monitoring will include, apart from ensuring your entity's compliance with the regulations (CPF, IRAS, GST, etc.) is regular review of the financials and meetings to understand the business operations.

[martincymru]

I am also on an EP.
I want to set up a business or
work for a charity on a Saturday.
Both for no benefit/compensation/money at all.
Cannot.

[Strong Eagle]

I am also on an EP.
I want to set up a business or
work for a charity on a Saturday.
Both for no benefit/compensation/money at all.
Cannot.

I don't get the charity part. I volunteered for years with the American Association. I attended multiple meetings per month. I ran Music in the Park for three years in a row. There was never an issue as this is not running a business, it was volunteer activities for a registered organization.

Now, if you are not volunteering with an organization registered with ROSES, then the game is different.

[martincymru]

Strong Eagle: I said "work" [full time], albeit not paid. They are registered with ROSES.
On that basis is your position on this issue the same?

Furthermore, what type of "pass" needed if you are a volunteer (not paid at all)? I wish to assist full time a charity, semi-retire so to speak.

[Strong Eagle]

Strong Eagle: I said "work" [full time], albeit not paid. They are registered with ROSES.
On that basis is your position on this issue the same?

Furthermore, what type of "pass" needed if you are a volunteer (not paid at all)? I wish to assist full time a charity, semi-retire so to speak.

Martin, I will have to look into it and will get back to you but I am pretty sure that as long as you are working in an unpaid position, ie, a volunteer, in a ROSES organization, you won't be running afoul of any work pass regulations. A paid position is, of course, different. I'll be back when I am more qualified to reply.