Case for Pte Ltd : Company has no income

[togeorgemathew]

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.

George

[sharon lee]

HI George,

sure, thanks for your valuable advise appreciate it!

[Strong Eagle]

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.

Resolved:

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:

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.

[AnthonyC]

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.

[rtcherry]

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

[Cherielim]

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.

Resolved:

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:

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.

Hi Strong Eagle. Many thanks for the above, thats really helpful.

But would like to check what if i am operating on a sole director basis so director and shareholder is the same person? Cos i understand director is not allowed to approved their own directors fees. So in such cases, can we still pass a resolution or EGM for the approval of directors fees?

TIA.

[Strong Eagle]

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.

Resolved:

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:

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.

Hi Strong Eagle. Many thanks for the above, thats really helpful.

But would like to check what if i am operating on a sole director basis so director and shareholder is the same person? Cos i understand director is not allowed to approved their own directors fees. So in such cases, can we still pass a resolution or EGM for the approval of directors fees?

TIA.

It is the shareholders at an AGM/EGM that approve directors fees through a resolution, at a meeting called for that purpose. Since you are the director and the shareholder, it's all just a paperwork entry in your corporate minutes book. Nobody will ever look at the minutes unless you were to be involved in a corporate lawsuit.

Example: My business partner and I wait until close to the end of the year to determine our total cash for the year. Then, we create documents for our minutes, a resolution to pay directors fees in the amounts of xxx and approved by the shareholders, all dated a couple of months earlier. If anybody ever looked at our books, all they would see is proper notice of meeting and proper approval of resolution.