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Pls advise SP or LLP better for Dependent pass holder

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abhi200211
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Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Fri, 18 Nov 2016 11:33 am

Hi,

I am a DP holder Indian(DP of an EP).
I am a web designer and launching my mobile app for singapore market. It would be general mobile app for just dummy example: fitness. :???:

1) What is the best should I open an SP on DP ? does ACRA/MOM in recent 2016 allow to open an SP, I mean does someone got approved in recent time.
2) If SP cannot I have a local PR friend who is willing to help me should I go for open an LLP. here confusion is i want to control 100% ownership but whatever advertisement/service 10~20% will give commission to him. what is the best way i can control our partnership agreement while forming LLP.
does singapore have any website where I can download this kind of draft source of partnership agreement or I should pay heavy fees of lawyer ](*,) and get it done.

Pls advise what is the best option :shock: ..thanks!!

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby Strong Eagle » Mon, 21 Nov 2016 6:05 am

abhi200211 wrote:Hi,

I am a DP holder Indian(DP of an EP).
I am a web designer and launching my mobile app for singapore market. It would be general mobile app for just dummy example: fitness. :???:

1) What is the best should I open an SP on DP ? does ACRA/MOM in recent 2016 allow to open an SP, I mean does someone got approved in recent time.
2) If SP cannot I have a local PR friend who is willing to help me should I go for open an LLP. here confusion is i want to control 100% ownership but whatever advertisement/service 10~20% will give commission to him. what is the best way i can control our partnership agreement while forming LLP.
does singapore have any website where I can download this kind of draft source of partnership agreement or I should pay heavy fees of lawyer ](*,) and get it done.

Pls advise what is the best option :shock: ..thanks!!


Have you read the threads in the Careers section about starting a SP on a DP? Have you also read the threads in the Business section regarding starting a business and obtaining an EP?

You can start a SP, it's easy. The problem is getting a work permit for it.

You need to be aware that it is becoming more difficult to obtain a LOC in a SP for a DP because too many people have abused the privilege. You need to have a proper business plan to have any hope of getting the LOC. You cannot just make application... well, you can... but you won't get very far.

I don't see any point in a LLP. If you have a PR friend willing to front your business, then why not just a SP? He applies for a LOC for you to work in his SP. Or, form a private limited with you as owner and your PR friend as director. Then apply for LOC.

As for agreements, I don't see that you need anything major. Define who puts in how much money. Define who gets paid and what amounts when profits are made. Define what will happen if one or both of you want to exit the company. Define job responsibilities. It's all common sense, and if you and your PR friend can't agree on how to work together, all the legal mumbo jumbo in the world won't make any difference.

abhi200211
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Re: Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Mon, 21 Nov 2016 6:58 pm

Hi Strong Eagle

---If you have a PR friend willing to front your business, then why not just a SP? He applies for a LOC for you to work in his SP.

..If PR friend form SP, how can I control the business ??
All liabilities become to his. How can I become owner ???

Btw, what is private limited compay, I can't find
https://www.acra.gov.sg/components/wire ... entid=1757

below are only listed on ACRA website:
Sole Proprietorship
Partnership
Company
Limited Liability Partnership
Limited Partnership

Pls advise thank you... ](*,)

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Mon, 21 Nov 2016 7:19 pm

SORRY, after I searched again on ACRA website,
I found Company can be called "Pte Ltd company" but forming is expensive for my small startup.

What is demerits in LLP ?

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. A partner may, however, be held personally liable for claims from losses resulting from his own wrongful act or omission, but will not be held personally liable for such wrongful acts or omissions of any other partner of the LLP.

I just downloaded from ACRA, clearly written liabilities debt will be seperated, Now, what is wrong with LLP. Pls advise...

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby Strong Eagle » Mon, 21 Nov 2016 10:28 pm

Because, you will need to get approval from MoM to be a partner. You face the same issues as if you were starting a SP on your own. Why make it more complicated.

Second, I would never become a partner or director of a business that I didn't run. While your PR friend would not be liable for debts you incurred, he/she could still be held liable for actions of the LLP, criminal or civil, along with you. And for you, if you commit wrongful actions, you are still personally liable, just as a director would be in a pte ltd. There is no perfect liability shield.

abhi200211
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Re: Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Mon, 21 Nov 2016 11:24 pm

[i][u]Because, you will need to get approval from MoM to be a partner. You face the same issues as if you were starting a SP on your own. Why make it more complicated.

First forming LLP , then PR friend will apply LOC. I think better chance get approval then SP
All will follow rules and conditions. LLP cause is real & genuine, and will help sg economy

Still, do u think LLP is not good option ?

Thank you

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby Strong Eagle » Tue, 22 Nov 2016 12:12 am

Why do you think having a LLP is going to increase your chances for a LOC? How are you going to write a LOC application to be a partner? One of the partners has to be named manager. Is that going to be your PR friend? Do you have a business plan with pro forma financials? My view is that the LOC application will be viewed as a scam, because, after all, it essentially is a scam, isn't it?

After all, you've got a PR buddy who really has nothing to do with the business who has to make application for LOC for a partner? Why a partner? What does he know about app development. He probably works in a completely different field, and he's going to start a LLP with a partner instead of hiring an employee because????? Why would he make you a partner?

And, you have a real chicken/egg problem. A LLP requires a minimum of two partners. But you can't be a partner without a work permit. So how do you form a LLP to apply for a LOC when you don't have two partners already? You are going to have to work with MoM in non-standard ways to make this happen.

Again, I see no reason that you cannot do this through a SP. You simply write up a contract as to who owns what and who gets paid. Look, I could go to work for a SP as a contractor. My service contract would normally state that everything I create belongs to the SP. It would also state what I would be paid for producing the work.

However, there is absolutely nothing that prevents a contract for services from being written differently. You could work for the SP under a contract that states you own all intellectual property produced, and have ownership of all apps created. You could have a contract that says you get 100 percent of all revenues generated from the app. You could agree to pay certain amounts for overhead and expenses.

But, you're still in the position that you have a PR buddy uninvolved with your kind of business who wants to hire you on a LOC. I still don't see how you think your chances will be better than doing it yourself.

You've either got a valid, real business, or your don't. You've either got a target market and a marketing plan or you don't. You've either got some idea of who is going to buy your app and for how much or you don't. You are either going to be able to convince the gahmen of the above and get a LOC or you won't. I don't see how involving an outsider with no real interest in the business is going to make a difference.

You have to understand Singapore allows foreigners to start businesses not because they have big hearts and want foreigners to succeed, they want to see that the new business will be a positive contribution to Singapore. And because too many people have scammed the LOC system, it's going to be tougher to get your start.

Good luck. This is my last post on the subject.

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Wed, 23 Nov 2016 10:23 am

@ Thanks Strong Eagle, Your points have strong logic and
now I have enough info for my next action. thank you..
Will keep you posted once get any outcome... :shock: =D>

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Re: Pls advise SP or LLP better for Dependent pass holder

Postby FMaccounting » Thu, 15 Dec 2016 11:48 pm

You can do up a shareholders agreement to limit the voting rights to you so that you can control the business decision making even if you don't have 100% of the shares.

abhi200211
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Re: Pls advise SP or LLP better for Dependent pass holder

Postby abhi200211 » Fri, 16 Dec 2016 3:21 pm

Yes, FMaccounting. i did the same.
but for foreigners SP/LLP not a good idea as authority
totally stopped it from april,16 better open a Pte Ltd as seperate
legal identity... expensive but make some sense.....


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