Relocating to Singapore

[stephencexpat]

Hello,

I have been reading the content on this forum for a long time but I have only just pulled the trigger on registering.

I would welcome any advice or support from the community on my situation.

I am a British citizen. I operate a consultancy business that is incorporated and based in the UK. I have successfully started to monetise a software platform alongside the consultancy services as well. The business is profitable and due to demand I am now looking to expand into SEA. I have written a business plan to validate the opportunity. I now want to relocate to Singapore to actively grow the business in the region whilst continuing to run the UK business activities from overseas. I am not married and have no children to bring with me.

I have read numerous posts on this forum and various resources online over the last month. I believe that I have three clear options available to me:

1. Apply for an Entrepass and relocate to Singapore. I have read the criteria in much detail (in addition to posts on this forum) and I meet the requirements. Although my company is active in the UK I have not registered an entity in Singapore so I would not breach the six month rule. Subject to a successful Entrepass application I would set up a new company in Singapore. I would personally be the sole shareholder to meet the 30%+ rule and the UK company would continue to trade (I would continue to run the operations for the UK company from overseas). My concern with the Entrepass route is the specific minimum spend and local hiring requirements needed to renew the pass (after year two). I would most likely meet the requirements but I do not want to risk failing to renew the pass and having 7 days to leave the country. If I do not meet the renewal criteria at any point, I understand that it may be possible to effectively cancel my Entrepass and instead apply for an Employment Pass. Is this right? I understand there is no guarantee that an Employment Pass would be granted but if the business was revenue generating and contributing to Singapore’s economy I would presume that the chances are somewhat higher.

2. Apply for an Employment Pass and relocate to Singapore. I would set up a wholly owned subsidiary in Singapore with my company in the UK acting as the sole shareholder. I would provide paid up capital in the region of $100-150k SGD to ensure sufficient cash reserves are in place to fund the subsidiary's expenses to break even. This subsidiary can apply for an Employment Pass which would allow me to legally work and reside in Singapore (if the application was successful). My understanding is that a local resident director is required upon incorporation of the subsidiary in Singapore. I do not have a trusted Singapore Citizen, PR or Employment/Entrepass holder that would be willing to join the company as a Director (given the strict responsibilities associated with the role). I have decided to shortlist some organisations that provide “Nominee Director” services (I have tried to extract the obvious cowboys) but I do not like the idea of an unknown individual serving as a fully fledged director on the board of the subsidiary company. If this is necessary and unavoidable, then I will have to explore it, but I read the following two threads that suggested that this may not be necessary:

a) viewtopic.php?f=22&t=131630&p=813454 - Strong Eagle suggested that in a similar scenario “You don't need a rented director because you form your company with a local CPA who lists a foreign director who will become resident on a date certain, usually the data that the company starts business. You do need a local CPA to act as your secretary and to handle your taxes.”. Does the process of setting up a wholly owned subsidiary (with the sole shareholder being the overseas entity that is incorporated in the UK) somehow negate the need to “rent a director” or have I interpreted this response incorrectly?



b) viewtopic.php?f=33&t=125266&p=795724 - Strong Eagle suggested that “You stand a better chance if it's an established foreign firm setting up the company... at least a bit more gravitas, and with a foreign company it's possible to apply to have you be the local director, and presto, you get your EP.”. Does this mean that I could potentially register myself as the “ local director ” and define a date in the future (i.e - post approval of the Employment Pass) where I will relocate to Singapore? If so this would clearly be my preference. I may have misunderstood Strong Eagle's response though.

Also: my understanding is that if I am granted an Employment Pass I can only work for that employer in Singapore. My employer would be the subsidiary that I incorporate, which would be owned by the parent company in the UK. If I continue to manage the activities of the parent company from Singapore (technically a different entity), I presume that this would be permitted given the parent company is the owner of my employer (i.e - the subsidiary). I would be surprised if I wouldn't be permitted to represent the parent company whilst serving as an employee of the subsidiary company.

3. Do not relocate to Singapore and instead attempt to serve the market in SEA from the UK. This is not my preference as it will not allow me to properly deliver my business plan in the region. I understand that I can carry out a business trip to Singapore on a Short Term Visit Pass and I would not need to notify MOM to “attend company meetings, corporate retreats or meetings with business partners”. Does anyone have access to any guidance that defines “company meetings” or “meetings with business partners”? Meetings in this context may refer to internal company meetings only (i.e - meeting colleagues within the same company or fellow shareholders) or it could include external meetings as well (i.e - meeting prospective clients and business partners). I am trying to understand if this definition would allow me to have meetings with external parties and clients (where I represent my company) as that would be my intention here. If I can't meet externals on a business trip then I would not bother. I appreciate that these meetings must not involve a contract of service or a contract for service with an employer in Singapore. Also, I understand that if I am “on business” in Singapore for more than 60 days in a calendar year I may be subject to tax in Singapore on the income derived from my work performed in Singapore. I presume that “work” would include a business trip despite there being no contract of service or a contract for service with an employer in Singapore in place. Is this correct? I know that there is a Singapore-UK Double Tax Treaty in place and I have read that I can request approval for tax treaty exemption from the IRAS. I hope that someone can point me in the direction of further guidance on this topic.

From a tax residency perspective: I believe that I would be classed as a tax resident in Singapore in the calendar year that I am granted an Entrepass or Employment Pass. For example: if I am granted an Employment Pass on 1st November 2022, I would be classed as a tax resident for the remainder of that calendar year. Is this right?

The parent company in the UK would be subject to corporation tax in the UK but given I would draw my salary from the subsidiary company whilst a tax resident in Singapore, I would be subject to income tax in Singapore (for so long as I am classed as a tax resident in Singapore). I would make sure that I don't visit the UK for longer than 90 days within a tax year (in the UK) as exceeding this number of days would result in my income being subject to UK income tax instead of Singapore income tax. I am not relocating to Singapore purely for tax purposes but clearly it makes sense to take these steps to maximise tax efficiency.

Any thoughts on my situation and my understanding of the options available to me would be welcome. Hopefully I've given enough context. If there’s anything I’ve missed please do shout. Many thanks for the support.

- S

[sundaymorningstaple]

I am sure Myasis Dragon will be here soon enough to answer your questions re: Strong Eagle.

Just hang in there for a bit.

[stephencexpat]

Many thanks @sundaymorningstaple. Any thoughts from Myasis Dragon would be very welcome!

- S

[Myasis Dragon]

I'll post a response in a day or so... your question requires more than a one or two line answer.

[Myasis Dragon]

I qualify my response to you by saying that I have been out of Singapore for 9 years now, after spending 8 years running my own businesses in Singapore, Malaysia, and Thailand, as well as operating a special tax entity in Australia. OTOH, I’ve remained active in this forum, and for 98 percent of the laws and practice, what I know is still relevant.

You can read the MoM website as well as I can about Entrepass and employment passes, so I’ll not provide a huge amount of detail about that. What I will do is provide you with a historical perspective of the passes, my estimate of what Singapore is trying to achieve with their business pass policies, and what choice would be most appropriate for you, given your circumstances and my 8 years of dealing with various government entities.

When I came to Singapore in 2004, the whole “start a business” business was wide open. You sent MoM a 20 page business plan with pro formas in it, and they in turn forwarded your plan to SPRING (now Enterprise Singapore), a government business development agency, and if they sprinkled holy water on your plan, you’d get an Entrepass, which is really nothing more than an employment pass for your own company. Note that you didn’t actually have to prove up any money, nor did you have to prove up prior business success. All you needed was a good story.

Needless to say, people abused the shit out of this opportunity. Clowns with no money, no experience, and no skills were “starting” companies, only to try and find jobs elsewhere as quickly as possible. When the gahmen finally figured out that they were being taken for a ride, they implemented such draconian measures that god couldn’t start a company. Look up some posts from UKDesigner to find out what an incredibly f*cked up mess they created.

The measures implemented were so draconian that no professional like a project manager, financial consultant, or similar could start a business. Small businesses with a track record elsewhere were stymied as to how to open a shop in Singapore. So it began, or more likely expanded, the granting of employment passes to certain individuals who were bringing companies to Singapore outside the Entrepass scheme. That’s why you’ll find all these companies offering you a rented director and filings with ACRA and MoM to create a company and get you a work permit.

Fast forward to now, and the Entrepass requirements have been significantly relaxed. But, it still doesn’t work for you. You need to be venture capital backed or possess certifiable IP. And you need to fall into one of three categories that are hard to fall into. And then you have to meet revenue requirements and hire Singaporeans to a formula that is about what the government wants, not what you need.

But, here’s the thing: ALL OF THE ABOVE IS FOR STARTUPS, AND, YOU’RE NOT A START UP. You are running a proven, successful business, with demonstrable clients and financial statements. Singapore is always interested in proven companies starting offices in Singapore, and these businesses are not subject to the Entrepass because they are more than just an idea and money.

So you want to incorporate a wholly owned by your UK company, Singapore private limited subsidiary, with all shares belonging solely to the parent company. You need a business plan and pro formas, particularly how you are financing yourself to break even. For example, if your company, for the first year, costs $5K per month to run, and you need to be paid $8K to live, then you need to be able to demonstrate (12 x 13) $156K in resources. If you go this route, then you’ll also be simultaneously applying for an employment pass for you to run the company. You don’t need a rented director but you will need a solid corporate secretary.

What company to choose to get you started? If you Google “Singapore company formation” you’ll get a ton of hits. Most of them are useless. All of these folks assume that you’re a startup. And they want to rent you an expensive director. And look up your company’s ass with a microscope. They’ve got real liability. You need to find a company that can talk to you about opening up a subsidiary of foreign company. I can’t tell you how to find the right CPA to do this; perhaps finding other companies that have recently setup in Singapore. Or, you could call the British Chamber of Commerce in Singapore for recommendations.

The point is that if you have a running business, real profits, real experience, and a good plan, then you have the gravitas to start and run a business in Singapore, and you need to find the CPA that knows how to present this to ACRA and MoM. The companies with the rented directors want a few thousand dollars to go through the machinations of setting up a company… but it’s entirely up to you to supply the numbers and rationale.

As far as partial year taxes are concerned, Singapore is quite liberal in bridging times and years to create the 183 day residency requirement. I wouldn’t sweat that at all. You are Singapore resident, therefore Singapore tax resident, and will pay Singapore taxes on all of your earnings from your company, regardless of where those earnings are sourced.

There are multiple ways of treating the transactions between the Singapore subsidiary and the UK main branch. I am not qualified to comment on UK tax issues, except to say that you have several choices. For example, you setup a Singapore company with $2 of stock. Each month, the UK company loans the Singapore subsidiary the $13,000 it needs to run to break even. It’s a loan payable in Singapore, a loan due in the UK. You then pay all company expenses and your compensation out of the Singapore company. As you become profitable, payments are made back to the UK company against the loan. This means that the payments are not income to the UK company. Or, the UK company could fund your salary directly, and perhaps other expenses, which means that your Singapore company would generate profits that would be returned as dividends or management fees. Again, though, you need a qualified CPA to discuss the best way to arrange the financial transactions between the companies.

Good luck.

[stephencexpat]

Myasis Dragon.

Many thanks for your comprehensive response.

Clearly the Employment Pass route is the one to go down.

I have people in my network that have successfully relocated to Singapore so I'll ask them to point me in the direction of a credible and competent CPA to advise on the details.

One question if I may: On setting up a wholly owned subsidiary, you mention "If you go this route, then you’ll also be simultaneously applying for an employment pass for you to run the company. You don’t need a rented directorbut you will need a solid corporate secretary."

My understanding is that a newly incorporated company (including a subsidiary) requires a local resident director to be appointed to the board (on the day of incorporation). I do not have access to one, and my understanding is that it cannot be myself until I am granted an EP, at which point I could become a sole resident director. Before an EP is granted I therefore need a Citizen, PR or Employment Pass or Entrepass holder, or I need to "rent" a stranger from the plethora of outfits advertising their services online.

Are you suggesting that going down the route of setting up a wholly owned subsidiary (versus an alternative route) can potentially negate the requirement for a local resident director to be appointed at incorporation (hence suggesting I don't need to rent one) or am I misunderstanding your point?

If I can set up a subsidiary under the guidance of a qualified CPA and appoint myself at a future date (once (if) the EP has been approved), that would make things somewhat neater. I can't find any guidance that suggests this is permitted though, and I've done a lot of research.

Many thanks again for your guidance which has helped me shortlist the areas I need to explore further with a professional advisor.

- S

[Myasis Dragon]

Damn! I managed to delete an almost complete answer, so here we go again.

Once again, I will note that I have been absent from Singapore for nine years (has it been that long?) and maybe things have changed. OTOH, I remain familiar with Singapore law and the posts that show up in Singapore Expats.

A short education into the roles of directors is in order. The rights, duties, and responsibilities of a director in a Singapore company are specified in the Companies Act and those rights, duties and responsibilities cannot be abridged in any manner through an employment contract, job description or clauses in the articles of incorporation. A director can be help civilly and criminally responsible for all acts of the company. Any senior leaders of a company, like CEO, President, Chairman, etc, are also considered directors under Singapore law, regardless of their actual title.

All the “rent a director” firms will tell you that they are setting you up with a “nominee” director. A nominee director is a director who makes a declaration that their interests are divided between the company and another individual or organization, ie, the "nominee", in this case, you. It’s kind of meaningless and far more applicable when, for example, a bank requires a seat on the board of a company in exchange for a line of credit. This director would report as a nominee because her decisions might favor the bank over the company. The key point is that every director, regardless of titles like managing director, executive director, or nominee director, have exactly the same rights, duties, and responsibilities under the law.

Which means that any rented director that you might hire can be held criminally and civilly liable for the actions of your company, although they will go to great lengths to tell you that they have no responsibilities. They will also tell you they can’t do anything, but that’s not true, either, since their powers of being a director cannot be abridged. It’s highly unlikely that a rented director would perform acts not in your interest, but they could, and you protect yourself with an undated letter of resignation from the director, just in case.

In any event, hiring a rented director means that they will be involved in every aspect of your company. They will be your accountant, auditor, secretary, and bookkeeper. They will insist on access to bank records and transactions. They will be particularly cautious of electronic funds transfers because it’s so easy to facilitate money laundering. They will want to review all your contracts. They will want to verify all the people to whom you send money. They will want to approve your employment pass applications. They will want verification that your income sources are legitimate. They do all this to protect themselves from any nefarious acts that you may commit in the name of the company.

Now, maybe such a setup is appropriate for the bloke who’s starting a new business making durian sandals, but it really seems like overkill if you have an existing business and all you are doing is cranking up a Singapore subsidiary. From quite a few posts over the years (and no, I’m not going to look for them), I understand that it’s possible to form the company and apply for an employment pass at the same time.

The criteria for a director is at least one “normally resident” director. Normally resident doesn’t mean 24 hours per day, 365 days per year, it means that this person will normally be found in Singapore but could be traveling, out of business… whatever. And so, if it’s your intent to move to Singapore and start operating the company, then the timing of company formation and application for EP would be designed to coincide with your date of arrival. You will be shortly “normally resident” so there’s nothing wrong with making you, with your freshly minted EP, the managing director.

Of course, if you’re not planning on being here, then you do need a normally resident director, and unless you’ve got friends or business associates that trust you implicitly, most folks don’t want the liability associated with the role, particularly it it’s unpaid. And that will leave you with the rent a director folks. And the attendant microscope up your company’s ass. And the attendant costs for a secretary, bookkeeping service, auditors, and of course, the rented director.

I cannot tell you the process to get this dual application for company and EP made since it’s been a long time since I’ve dealt with ACRA or MoM. In the past, this would have involved setting up a meeting with MoM to get the preliminary OK for the EP, then setting up the company, going back over to MoM to get the EP approved, then filling in the director in ACRA’s bizfile. In my view, there’s got to be a process for this, as I don’t think that the gahmen is trying to send business to these rented director folks.

Myasis Dragon.

Many thanks for your comprehensive response.

Clearly the Employment Pass route is the one to go down.

I have people in my network that have successfully relocated to Singapore so I'll ask them to point me in the direction of a credible and competent CPA to advise on the details.

One question if I may: On setting up a wholly owned subsidiary, you mention "If you go this route, then you’ll also be simultaneously applying for an employment pass for you to run the company. You don’t need a rented directorbut you will need a solid corporate secretary."

My understanding is that a newly incorporated company (including a subsidiary) requires a local resident director to be appointed to the board (on the day of incorporation). I do not have access to one, and my understanding is that it cannot be myself until I am granted an EP, at which point I could become a sole resident director. Before an EP is granted I therefore need a Citizen, PR or Employment Pass or Entrepass holder, or I need to "rent" a stranger from the plethora of outfits advertising their services online.

Are you suggesting that going down the route of setting up a wholly owned subsidiary (versus an alternative route) can potentially negate the requirement for a local resident director to be appointed at incorporation (hence suggesting I don't need to rent one) or am I misunderstanding your point?

If I can set up a subsidiary under the guidance of a qualified CPA and appoint myself at a future date (once (if) the EP has been approved), that would make things somewhat neater. I can't find any guidance that suggests this is permitted though, and I've done a lot of research.

Many thanks again for your guidance which has helped me shortlist the areas I need to explore further with a professional advisor.

- S

[stephencexpat]

Myasis Dragon, many thanks again for your help. I will investigate further and report back if any findings may be useful for the community.

- S

[Myasis Dragon]

Myasis Dragon, many thanks again for your help. I will investigate further and report back if any findings may be useful for the community.

- S

You might consider contacting these folks... they are the agency that SPRING merged into and allegedly assist in bringing businesses to Singapore.

https://www.enterprisesg.gov.sg/

[stephencexpat]

Many thanks for sharing this. They are on my short list of organisations to talk to.

- S