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Demystifying the Letter of Consent and setting up a Pte.Ltd

Discuss your views about Singapore business & economy, current policies & issues, starting a business in Singapore.
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Strong Eagle
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Postby Strong Eagle » Fri, 07 Feb 2014 2:13 am

Elly Mac wrote:I did not realise that the Company Secretary had to be a CPA, I thought for a private company they just had to be 'ordinarily resident' in Singapore?

Thanks again!


You are welcome. I stand corrected about the secretary requirements. After looking these up at the ACRA website I see that applies to public companies only.

However, there are still two things to consider. First, I don't know what MOM or anyone else would think of your husband being a secretary on an EP, that is, is being a secretary to a company a second job, something not permitted under the EP? Since a secretary must be appointed within 6 months of company formation, you could try, and if it fails, then use someone else.

Second, unless you are familiar with all of the reporting and record keeping requirements, you really do want a secretary, or at least a person who can prepare the work, for your registered secretary. This would include notice of AGM/EGM's, minutes for same, directors resolutions, plus the annual report due to ACRA, as well as tax returns.

Again, while the EP would be more desirable in terms of granting you independence from your husband's EP, I really cannot tell you which would be the better to apply for.

You might try a couple of things to get a better handle on this question. First, you might post a bit more about your experience, certifications, business, etc that would enable us here to make a SWAG. And secondly, you could call a company like Rivkin (which I do NOT endorse, merely mention), and ask them what they think about your chances.

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Postby Elly Mac » Tue, 11 Feb 2014 5:39 pm

Hi Strong Eagle

Thanks again for this info, much appreciated.

I'm actually a CPA myself so am pretty confident on the filing requirements etc. However one thing I've just realised is that this option wouldn't work as the company secretary needs to be present at the registered office address (which also needs to be open to the public for five hours a day) - so I think I will need to engage an external company secretary and register the business to their address. I think that's correct, right?

One option I'm actually now considering is incorporating the company, then trying to get an EP/LOC through . or similar, and if that fails then just keeping the company dormant and working as a SP until we get our PR approved. That's not breaking any rules is it?! Oh wait, although even dormant companies need to have at least one director, right?

Ok, time to speak to the pros now I think. Thanks so much for this advice, really appreciate it.

Haha and yes I have done my SWOT already, am trying to avoid the SWAG…

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Postby Strong Eagle » Tue, 11 Feb 2014 11:23 pm

Elly Mac wrote:Hi Strong Eagle

Thanks again for this info, much appreciated.

I'm actually a CPA myself so am pretty confident on the filing requirements etc. However one thing I've just realised is that this option wouldn't work as the company secretary needs to be present at the registered office address (which also needs to be open to the public for five hours a day) - so I think I will need to engage an external company secretary and register the business to their address. I think that's correct, right?


Not exactly. First, the requirement is to be open 3 hours per day. The registered address could be your house. The whole point of the law here is to ensure that a company can be served, so if you have an address and someone is there 3 hours a day, ie, it is open, you are in compliance.

And, it really can be a "someone". The companies act states: "(3) The secretary or secretaries shall be appointed by the directors and at least one of those secretaries shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.". So, anyone at the registered address can act as the agent or clerk. I can assure you that many (and I suspect most) private limiteds have their business address as the registered address but have their CPA, who acts as secretary, at a wholly different location.

One option I'm actually now considering is incorporating the company, then trying to get an EP/LOC through . or similar, and if that fails then just keeping the company dormant and working as a SP until we get our PR approved. That's not breaking any rules is it?! Oh wait, although even dormant companies need to have at least one director, right?


I am not aware of any definition of a "dormant" company in Singapore. It is alive unless you wind it up. Therefore, you need to comply with all the requirements and reporting.

You could go the SP route and apply for a LOC... if you've read the threads you can see others have done just that.

Ok, time to speak to the pros now I think. Thanks so much for this advice, really appreciate it.

Haha and yes I have done my SWOT already, am trying to avoid the SWAG…


Calling them "pros" may be overstating the matter. But I would push on the companies that offer incorporation and an EP to give you a hard estimate of your chances of acceptance by the gahmen.

It's like this. If you've got a 15 year record as a successful management consultant running your own business, college educated from a reputable institution, you've got substantial cash reserves to run your business to profitability, and you have clients, contracts, or a plan to get them, you'll probably be able to get your EP regardless of whether you use the "pros" or file it yourself.

If, on the other hand, you are from the subcontinent, you have a degree in IT from a dodgy institution, you have 18 dollars and loose change in your pocket, you've never run a business but intend to start a mobile brain surgery practice, no one, not even the most polished of professional agencies is going to be able to get you that EP.

You need to decide where you fall between these two extremes, build your case, and roll the dice.

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Postby Elly Mac » Mon, 17 Feb 2014 4:07 pm

Oh interesting - thank you for the info on the registered address etc., I had no idea about all that. That makes things easier.

Will feedback what advice I receive etc. ASAP.

Thanks
Elly


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