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Singapore Incorporation - nominee director first, EP later?

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faber
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Singapore Incorporation - nominee director first, EP later?

Postby faber » Wed, 02 Nov 2011 3:24 am

Hey all,

I'm a Dutch guy and will soon launch my web startup.

A few years ago I've lived in Singapore and I loved it. Also, Singapore is great for business. Thirdly, there's a lot happening in the web startup scene in Singapore, many cool developments, meetups & conferences, a pro-active government etc.

The next few months, I want to spend all my time promoting my startup in Europe. However, after those initial 6 to 8 months, I see myself moving to Singapore.

Therefore, I am considering incorporating in Singapore rightaway. Starting off with a nominee director, and applying for an EP later.

This setup is flexible - if I need more time in Europe, I can simply keep the nominee director in place - as well as simple - I don't have to deal with several companies in several countries, just the one in Singapore.

My questions:

1) Does this make sense?
2) What are your experiences with opening a Singapore bank account without actually visiting Singapore. According to the incorporation company I contacted, it is possible, but I would like to hear your experiences.
3) I found a few Singapore incorporation companies through Google - would you recommend one of these companies or another? Please send me a private message if you don't like sharing the company name on this forum.

Thank you,

Best regards,

Faber

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Strong Eagle
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Postby Strong Eagle » Wed, 02 Nov 2011 7:53 am

First of all, you should be aware that what you want to do may not be approved by the Singapore government, that is, you will never get the EP.

Singapore's scheme for business start ups is the Entrepass and you can find information about the scheme and success/failure of others at

ftopic38927.html

and

ftopic78558.html

People who have formed a private limited and received an EP have generally fallen into the class of people who already are operating a successful business with a track record elsewhere, people who are starting professional businesses with a contract in hand, or people in the investment/forex/trading business with substantial capital.

So... you might get an EP... and you might not... web startups are a dime a dozen... most fail... you'll have an uphill battle proving that yours is going to work.

I think you have to be in Singapore to open a bank account because you must sign the signature cards in the presence of a bank officer.

The incorporation companies charge a premium for their services, and may or may not offer you a nominee director. You can find the same services for less money with any CPA... for example, my company accountant. She set my company up, handles all the directors resolutions, corporate reporting, annual meetings, etc, at a relatively modest cost.

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Postby faber » Wed, 02 Nov 2011 4:51 pm

Strong Eagle wrote:First of all, you should be aware that what you want to do may not be approved by the Singapore government, that is, you will never get the EP.

(...)

So... you might get an EP... and you might not... web startups are a dime a dozen... most fail... you'll have an uphill battle proving that yours is going to work.


Thank you for your reply. I am aware of the risks. I have a plan B ready in case my application would be denied.

Strong Eagle wrote:The incorporation companies charge a premium for their services, and may or may not offer you a nominee director. You can find the same services for less money with any CPA... for example, my company accountant. She set my company up, handles all the directors resolutions, corporate reporting, annual meetings, etc, at a relatively modest cost.


Does she (or other CPAs) also offer services like nominee director, company secretary and registered address? I need those services for the first few months at least, so if the incorporation companies are the only ones offering those services, I guess I have no choice but using them, despite the premium.

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Postby Strong Eagle » Wed, 02 Nov 2011 6:45 pm

A lot of CPA's "offer" a nominee director, including mine. Be prepared to pay $1500 upwards per year.

A nominee director has full director responsibilities under that law; that is to say, he/she would suffer the consequences of your acts if you act unethically or illegally.

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Postby faber » Wed, 02 Nov 2011 8:18 pm

Strong Eagle wrote:A lot of CPA's "offer" a nominee director, including mine. Be prepared to pay $1500 upwards per year.


The 'big' incorporation companies charge about $2000 a year for a nominee director.

It seems that those companies are more expensive in about everything, so why would I use once of those incorporation companies instead of a CPA??

Could you message me contact details of your CPA so I can ask if she could help me incorporate?! Or could you point me in the right direction where I could find a trustworthy CPA?

Strong Eagle wrote:A nominee director has full director responsibilities under that law; that is to say, he/she would suffer the consequences of your acts if you act unethically or illegally.


Yeah, I think the incorporation companies use heavy contracts between the nominee director and the 'real' director abroad. Also they require a deposit for as long as the nominee director is active. Anyway, I won't break any laws and I'm fine with any contract I'll have to sign to put as much responsibility on me as legally possible.

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Postby New_Global_Trader » Wed, 02 Nov 2011 10:42 pm

Dear SE

Greetings.

Could you please message me the contact details of your CPA, so that I can ask if she could help me with a Entrepass Application?! Or if could you point me in the right direction where I could find a trustworthy CPA who can help me Entrepass Application?

Regards

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Postby Strong Eagle » Wed, 02 Nov 2011 11:37 pm

New_Global_Trader wrote:Dear SE

Greetings.

Could you please message me the contact details of your CPA, so that I can ask if she could help me with a Entrepass Application?! Or if could you point me in the right direction where I could find a trustworthy CPA who can help me Entrepass Application?

Regards


Most CPA's in Singapore won't have the background you need to put a business plan together. And if, after having read my threads concerning the Entrepass and a business plan, you cannot put together your own business plan, you are probably doomed anyway. Save your money.

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Postby Strong Eagle » Wed, 02 Nov 2011 11:45 pm

faber wrote:
Strong Eagle wrote:A lot of CPA's "offer" a nominee director, including mine. Be prepared to pay $1500 upwards per year.


The 'big' incorporation companies charge about $2000 a year for a nominee director.

It seems that those companies are more expensive in about everything, so why would I use once of those incorporation companies instead of a CPA??

Could you message me contact details of your CPA so I can ask if she could help me incorporate?! Or could you point me in the right direction where I could find a trustworthy CPA?

Strong Eagle wrote:A nominee director has full director responsibilities under that law; that is to say, he/she would suffer the consequences of your acts if you act unethically or illegally.


Yeah, I think the incorporation companies use heavy contracts between the nominee director and the 'real' director abroad. Also they require a deposit for as long as the nominee director is active. Anyway, I won't break any laws and I'm fine with any contract I'll have to sign to put as much responsibility on me as legally possible.


There is no contract, none that would be binding anyway. Directors have fiduciary responsibilities in Singapore under company law. Actually, they can do any bloody thing they please as a nominee director. In reality, they act as the signatory for meetings, resolutions. Therefore, they are responsible for the accuracy of the company's activities and books.

You always get an undated letter of resignation from a nominee director. That way, if they are trying to screw you, you date the resignation letter one week before the screw job commences.

Accountant info: Not the cheapest, not the most expensive... reliable and knows Singapore law well.

Saw Bin Tan
SB Tan & Company
118 Aljunied Avenue 2 #06-104
Singapore 380118
+65 6844 8626
sawbin@sbtan.com
http://www.sbtan.com/

faber
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Postby faber » Thu, 03 Nov 2011 1:09 am

Strong Eagle wrote:Accountant info: Not the cheapest, not the most expensive... reliable and knows Singapore law well.


Thanks for your help. I will get in touch with them and see if they can help me!


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