Pte. set-up. Have to engage a registered filing agent?

[martincymru]

I am a foreigner, UK, worked in Sg past 10 years (EP), now unemployed.
Presently in Sg on 3 month tourist visa.
My question: can I and a resident nominee director incorporate a Pte. company without engaging the services of a registered filing agent?

https://www.acra.gov.sg/how-to-guides/b ... -singapore

Do I need to seek approval from MOM before registration?

https://www.acra.gov.sg/how-to-guides/s ... al-company

[ComingSoon]

I am a foreigner, UK, worked in Sg past 10 years (EP), now unemployed.
Presently in Sg on 3 month tourist visa.
My question: can I and a resident nominee director incorporate a Pte. company without engaging the services of a registered filing agent?

Do I need to seek approval from MOM before registration?

Not an expert on these matters, but here's my take. I'm sure StrongEagle will share his expertise.

1. You can register a company without the services of a filing agent. That said, you'll probably want to use an accounting company. They can be a tad expensive, but the compliance knowledge is worth it. Everything is automated and you won't miss statutory filing dates. At the very least you'll want to hire a company secretary.

2. MOM and Pte Ltd are completely separate. No need to imform MOM.

--
Here's the catch:

MOM DOESN'T want people registering companies and then hiring themselves as a way to be resident in Singapore. There is NO guarantee that MOM will give you an EP if you opt to hire yourself. They need to believe the company is a viable trading entity. At the very least you'll need to show you have a fair bit of company capitalization as proof you can afford to hire yourself for a year or two.

Best of luck!

[Strong Eagle]

ComingSoon has done a good job of summarizing the issues.

1. You don't need any filing agent to start up a company because
   1. You could do it yourself
   2. You are going to be hiring a firm for your rented director and they will do all of this for you.
2. You don't need approval from MoM or anyone else to form a company.
   -
3. On a tourist visa you are not officially resident, therefore, you must have a "normally resident" rented director.
   1. "Nominee" director in this case is a meaningless term.
4. The company that gives you the rented director will want to control all aspects of your company... your accounting system, your bank deposits and withdrawals, your contracts, and the work permits you ask for. Why? Because they don't want to get screwed by your actions. This will be relatively expensive and in addition to what you pay for your rented director.
   -
5. If your intention is to apply for an EP under the business you have just incorporated, you are in for some tough sledding.
   1. I have seen multiple posts in these forums describing the idiot actions of "rent a director" companies, filing an EP for someone with a stated salary of $7,000 per month with no hint of where that money os to come from. They didn't get the EP, BTW.
6. It is possible to get an EP in this manner. You need a business plan, you need money, enough to hold you and your company through to break even, and you need a track record in running a company, preferably in your chosen line of business.
   -
7. If you're not planning on staying in the country, then any profits you take from the company as director or primary manager, will be taxed at 21 percent before the company sends the money off to you.

Perhaps if you'd shed some light on what you are trying to do by forming this company, we could provide additional assistance.

[PNGMK]

Hi Martin - sorrry to hear things are like this. Why not come along to the drinks session (Eagles thing) and chinwag with us. I thought you had planned to move back to the UK or PI?

[martincymru]

Some light on what I am trying to do by forming this company.

I am unemployed. I have a draft contract, in hand, to provide short term, over a 6 month period, 70 man-days of work, in Sg, as a consultant. The client requires a company name and a copy of my IC before the contract is executed.

I called ACRA (04 July 2019) "can I, as a foreigner, register a company ( a "business entity") without the services of a filing agent?"
ACRA: "No, you must use a registered filing agent."

The ACRA website appears to concur:
https://www.acra.gov.sg/how-to-guides/b ... -singapore

Is ACRA spokesperson correct?

//
A liitle more background.

The proposed local resident director (a PR) is in the same business as me (Construction Contracts). We are both professionally qualified and have a long track record in the industry in Singapore. He is a personal, trusted friend.

Could/must the proposed local resident director (aforesaid "trusted friend") be classified as
a. normally resident rented director or
b. normally resident director?

The proposed company will operate in the same field of work. In years 1995-2001 I ran a similar entity in UK (self-employed).

//
Company Capitalization: Is 50k$ reasonable?

//

[other matters regarding Secretary, bank accounts etc. may be addressed outside of this discussion].

[martincymru]

ACRA just called me (04 July 2019):
"as a foreigner, you do not have a SingPass, therefore you MUST use a registered filing agent 'cos they will use their own SingPass."

He said, if I heard ACRA correctly, it's due to "authorisation" ....... "otherwise the resident director can list a foreigner as a director without their permission......"

Conclusion: I must use a registered filing agent.

[PNGMK]

Why not find a body shop instead to save the hassle. Someone like Aberdeen Consulting. Then you don't have the issue of opening/closing and capitalisation. They can arrange an EP also I'd imagine.

[Strong Eagle]

ACRA just called me (04 July 2019):
"as a foreigner, you do not have a SingPass, therefore you MUST use a registered filing agent 'cos they will use their own SingPass."

He said, if I heard ACRA correctly, it's due to "authorisation" ....... "otherwise the resident director can list a foreigner as a director without their permission......"

Conclusion: I must use a registered filing agent.

The point is: If you are engaging a company that is going to provide you a rented director, they ARE your filing agent. You are the shareholder. They are named in the articles of incorporation as the initial director(s).

But, I agree with PNGMK... beyond the expense and hassle factors, you don't even know that you'll be granted an EP for such a short term venture. Now, if you are planning finding other contracts and extending the business... that's a different story. A body shop firm will want at least 25 percent of your earnings, and as much as 50 percent.