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Case for Pte Ltd : Company has no income

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Location: 28 Maxwell Road, #03-05 Red Dot Traffic Building,Singapore

Postby togeorgemathew » Mon, 30 Jul 2012 2:03 pm

Hi Sharon,

Yes only one director can be paid a director fees, while the other is not paid.
I do not have a resolution template which I can share, please search for this or approach any company secretary.


sharon lee
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Location: singapore

Postby sharon lee » Mon, 30 Jul 2012 3:28 pm

HI George,

sure, thanks for your valuable advise :) appreciate it!

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Strong Eagle
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Postby Strong Eagle » Mon, 30 Jul 2012 6:16 pm

Sharon, if you don't know what you are doing, it would be wise to either find a good reference book or engage a secretary/CPA. All things must be properly done... the creation of a resolution, the handling of a resolution at a meeting... and all must be kept in your company's records.

Here is how my company handles directors fees... two people... sometimes one paid... sometimes two paid.

XXX Company Pte Ltd
Registration Number 2004-XXXXX-W
Incorporated in Singapore
Registered Address: Blah blah

Director's Resolution

Director's Fees

Resolved the following:

Directors' fees of S$ XX,XXX for the last half of fiscal year 2011 shall be approved as follows:

Patrick Fitzgerald: S$ YY,YYY
Gerald Fitzpatrick: S$ ZZ, ZZZ

Dated: 30 Nov 2011

Confirmed by Directors (names and signatures).

Then, directors resolutions must be passed at a meeting... either an AGM or EGM... below is the minutes of an EGM.

XXX Company Pte Ltd
Registration Number 2004-XXXXX-W
Incorporated in Singapore
Registered Address: Blah blah

Extraordinary General Meeting on 3 December 2011

Minutes of Extraordinary General Meeting of the Members of the Company held at the registered office.


Notice of Meeting: The notice for this meeting is hereby waived.

Director's Fees: In accordance with Director's Resolution, directors fees in the amount of S$XX,XXX for last half of 2011 shall be approved and payable to the Directors as noted in the Resolution.


Confirmed by Members (names and signatures). Note that members = shareholders...

Obviously, in a small company where you are the director and the shareholder, there probably won't be actual meetings, but you must follow the law with respect to the resolutions.

I would add that you can probably just do a director's resolution without the need to call an EGM for shareholder approval... but since it is all paperwork anyway, we've done both.

But again, you can just pay yourself a variable salary... although CPF is due on salary amounts.

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Location: Singapore

Postby AnthonyC » Tue, 09 Oct 2012 4:20 pm

starnrose wrote:Thanks Strong Eagle for your suggestions,

I think I will go to Sole Proprietorship route.

If you did take the sole prop route Sharon, there are some other advantages. Your cost of compliance will be much less per annum, and you can still separate ownership Vs management in a sole proprietorship.

Of course the big draw back is liability. However, if your business picked up, you could always do a sole prop conversion later to a private limited company.

This is fairly straight forward, and quite common.

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Joined: Mon, 04 Nov 2013

Postby rtcherry » Mon, 11 Nov 2013 12:31 am

Where to submit the AGM filing? ;) first time for me, I went through bizFile, couldn't find anything. :)

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