How to Pick and Appoint Your Company Secretary in Singapore

appoint company secretary singapore

If you operate a company in Singapore, you are legally required to appoint a company secretary. This article will provide an overview of the duties that a secretary performs for you, and how to choose and appoint a company secretary.

Contents:

  1. What is a company secretary?
  2. How soon do I have to appoint a company secretary?
  3. Who can be a company secretary?
  4. What duties and responsibilities does a company secretary have?
  5. Which company secretary is best?
  6. Online vs offline secretary
  7. How to appoint a company secretary?
  8. How to terminate and replace a company secretary?

What is a company secretary?

A company secretary is an individual that manages compliance with ACRA requirements. These requirements span several key areas:

  1. Corporate governance compliance
  2. Financial and legal compliance
  3. Shareholder administration

There is a list of compliance functions that ACRA sets out for all companies in Singapore, and you have to follow these requirements. A company secretary will take care of these administrative tasks, so that you can instead focus your energy on growing your business.

Typically, most companies in Singapore will engage corporate secretarial firms to provide these services, rather than have an in-house employee perform these admin functions. It’s usually much more cost-effective this way.

How soon do I have to appoint a company secretary?

You must appoint a company secretary within 6 months of incorporating your firm in Singapore.

You cannot operate without a company secretary for more than 6 months.

Who can (and cannot) be a company secretary?

The law sets out specific requirements for who is allowed to serve as a company secretary.

Professional Qualifications

Corporate secretaries need to possess one of the below:

  • Degree in Law, or Accounting, or Public Administration, or
  • Relevant professional experience in Pensions, Accounting, Personnel Management, or Credit Control

Must be residing in Singapore

The following types of individuals can serve as company secretaries:

  • Singapore citizens
  • Singapore PRs
  • Employment Pass holders
  • S-Pass holders

The company secretary must reside in Singapore. Even if you’re running a foreign company, the secretary you use must live here.

Company secretaries who are on an Employment Pass/S-Pass just need to have a Singapore residential address, and be ordinarily resident here.

Sole Directors

If you are the only director in your company, you cannot also be the company secretary. You have to appoint someone else (e.g. a secretarial services firm) to fill this role.

Company Secretary Requirements for Public Companies:

A Public Company in Singapore is any company that has more than 50 shareholders. It does not necessarily refer to companies that are publicly-traded on a stock exchange.

The requirements to serve as a company secretary for public firms are:

  • You must have served as that company’s secretary for at least 3 years out of the past 5 years, OR
  • You are a member of the Institute of Company Accountants in Singapore, OR
  • You are a member of the Institute of Company Accountants in Singapore, OR
  • You are a member of the Institute of Company Accountants in Singapore, OR
  • You are a Chartered Public Accountant, OR
  • You are a Qualified Person under the Legal Profession Act

You have to fulfill at least one of the above criteria to be eligible. These criteria are stricter because public companies have more shareholders, and their shares are open for investment to the public. Individuals who wish to take on these greater responsibilities must therefore possess stronger secretarial skills.

Debarred corporate secretaries

If corporate secretaries fail to fulfill their duties properly, ACRA can debar such individuals (i.e. ban them from performing secretarial duties for a period of time). These debarments can extend to company directors also. It’s thus important to pick a good corporate secretary that will be able to fulfill their duties in a timely and professional manner.

Which company secretary is best?

There’s no single “best” company secretary in Singapore. However, there are some important qualities that are helpful to have in a good company secretary.

Such qualities include:

  • Speed of response: Is the company secretary able to respond quickly to your enquiries? If you need something done quickly, are they able to fulfill your request?
  • Ease of use: Is the company secretary available only during limited hours? Do they communicate solely over traditional methods like email, or do they perhaps have an App or online platform that you can use?
  • Use of technology: This is intertwined with the “ease of use” point above. Is your company secretary leveraging technology to provide you with more efficient service?
  • Domain knowledge: Is your company secretary experienced in the various matters surrounding incorporation, corporate governance, filing requirements, shareholder issues, and more? You are going to be turning to them for a fair number of compliance/administrative tasks, so they need to know what they’re doing. Don’t accept the services of someone who tells you to go Google it yourself.
  • Customer reviews: Do some research on your shortlisted company secretary. Are there unbiased customer reviews online? What do other people think about the quality of their services?
  • Pricing: What are the rates being charged? Is it above market, average, or below market?

Online vs brick-and-mortar corporate secretary

As with many industries, there is a bit of a technological revolution going on in the corporate secretary space. A crop of new startups that are leveraging technology to make secretarial processes more efficient have emerged in Singapore.

These online corporate secretaries tend to provide their services more quickly, and charges prices that are lower than their brick-and-mortar competitors.

Read about Singapore’s 5 best online corporate secretaries here.

How to appoint a company secretary

Once you’ve chosen a corporate secretary, you’ll need to go through the process of officially appointing this individual (or external company).

Here are the four steps to appoint your company secretary:

1. Call for a shareholder’s general meeting

Send a written notice to all shareholders to call for a general meeting. You have to send a written notice at least 14 days in advance of the meeting. However, if your shareholders consent, you can waive this 14 day requirement and hold it on shorter notice.

2. Hold a vote to pass an ordinary resolution

You must receive above 50% of the votes. This will allow you to pass an ordinary resolution appointing your secretary.

3. Have the company secretary fill out Form 45B

The chosen secretary must complete ACRA Form 45B. This form provides for the written consent of the secretary to provide their services to you.

4. Update ACRA

You must update ACRA within 14 days of appointing your company secretary.

How do I update ACRA on my new company secretary?

To officially appoint your chosen company secretary with ACRA, follow the steps below:

  • Go to BizFile+
  • Log in using your CorpPass
  • Click “Appointing secretary”

How long does ACRA take to update records showing your company secretary?

It usually takes 1-2 days for updates to be processed and reflected.

How to terminate and replace a company secretary?

Maybe your company secretary’s services are too slow or expensive, and you’re thinking of replacing them with another firm or individual.

The steps to remove a company secretary are almost exactly the same as the steps you took to appoint one.

In summary, to remove a company secretary, you must:

  1. Call for a shareholder’s meeting
  2. Pass an ordinary resolution (i.e. receive at least 50% of the shareholder vote)
  3. Update ACRA on the change in company secretary

The appointment process requires written consent from the secretary before the appointment can be concluded. However, when terminating a secretary’s services, you don’t require written consent from them (that would quite defeat the point of removing someone’s services).

Do remember that you cannot operate for longer than 6 months without a secretary. If you terminate your current one, find a replacement quickly. Otherwise, with all the humdrum of daily business, you might forget and end up scrambling at the last minute to appoint a secretary, or you may even breach this 6-month maximum timeline and face potential penalties.

Duties and responsibilities of a company secretary

Company secretaries handle important administrative and compliance functions for your firm.

Statutory Filings

Ensure that statutory registers contain accurate, and up-to-date information.

  • Register of Controllers
  • Register of Debenture Holders
  • Register of Nominee Directors
  • Register of Directors’ Interest in Shares & Debentures
  • Register of Directors, Secretaries, Auditors, CEO
  • Register of Company Charges
  • Register of Substantial Shareholders (shareholders with >5% stake)

ACRA Filings

  • Filing appointments and changes to directors
  • Filing annual returns
  • Changing the company name
  • Filing share allotments/transfers

Board Director Meetings: GMs, AGMs, EGMs, etc.

  • Send required written notices to shareholders of meetings, within required timeframe
  • Prepare any ordinary and special resolutions to be passed during meetings
  • Distribute any necessary material, like financial or legal reports
  • Take attendance of shareholders/directors
  • Maintain proper voting procedures
  • Ensure no miscounting of votes
  • Record the meeting minutes
  • Certify the meeting minutes

General Duties

  • Advising the firm on business insurance requirements
  • Ensuring the company’s letterhead is properly administered on all official external company communications (e.g. letters, quotations, invoices, etc.)
  • Keeping the corporate seal safe
  • Advising directors on general compliance issues
  • Maintaining proper communication between officers/directors and shareholders

The key roles and responsibilities of a company secretary

Providing compliance advice to the Board of Directors: A good company secretary will be well-versed in the various laws and compliance requirements that companies must abide by. They will know the correct processes that need to be carried out for important decisions that affect the Board.

For instance, let’s say the Board of  a company wishes to pay a company director a termination fee. Paying this “golden handshake’ to a director who’s leaving the Board  might seem like a good decision to maintain amicable ties to a member who’s made admirable contributions to the company. However, such a payment is actually illegal, unless consent is first sought from the firm’s shareholders. A good secretary would be able to advise the Board that they would have to hold a shareholder vote first. Otherwise, it the directors involved would be guilty of an offence under the Companies Act. Our guide on director’s fees explains such laws, and more, in greater detail.

A good corporate secretary will be able to provide quick and decisive advice in such situations, that could save the Board not just from public embarrassment, but potentially even jail terms or fines.

Acting as a communication channel between the Board and shareholders: If a company is small, then shareholders can often just approach the directors with questions. However, in a larger company, such interactions might be distracting. As such, corporate secretaries can act as a filter for shareholders. They can answer common questions that shareholders have, and escalate more important questions to the Board. They can also take note of which issues are most pressing for shareholders.

Directors can the take this feedback to formulate appropriate responses at the next General Meeting. This helps directors maintain better relationships with shareholders. It also helps shareholders gain more transparency into the company’s functioning.

Serving as a Compliance Officer: Large companies can easily afford to staff compliance units that have dozens or hundreds (or maybe even thousands) of staff. However, for SMEs, compliance units need to be lean so that limited resources can be maximised for growth. An company secretary can be a cost-effective way for SMEs to have an outsourced compliance function. This way, smaller business owners don’t need to worry about falling afoul of compliance requirements, and they can concentrate on running their business.

Performing a Fiduciary Duty: Company secretaries owe a fiduciary duty to all their clients. This means they must put your interests first, above theirs. A company secretary must:

  • Not enter into any conflict of interest with you
  • Not use their position to profit for themselves (e.g. taking confidential info from you and selling it to competitors)
  • Act only within the powers granted to them and agreed between your firm and them
  • Carry out their duties with reasonable skill, care, and diligence

How To Start A Restaurant In Singapore in 12 Easy Steps

how to start a restaurant singapore
vue restaurant singapore
One of Singapore’s most beautiful dining spots: Vue Restaurant, located at OUE Bayfront. Source: Vue.

 

Are you thinking about how to start your own restaurant in Singapore? Do you have dreams about running an amazing food business, or being hailed as a prodigy chef? Look no further – this all-in-one guide was written specifically to help you build your very own restaurant!

The 12 steps to becoming Singapore’s next Gordon Ramsay / David Chang:

1. Choosing a restaurant concept
2. Writing a business plan
3. Formulating a menu
4. Identify funding sources
5. Incorporating the company
6. Picking a location
7. Renovation
8. Purchasing equipment
9. Applying for necessary licenses
10. Hiring employees
11. Marketing and branding
12. Acquiring food poisoning and restaurant insurance

Step 1: Choose a restaurant concept

There are a multitude of restaurant concepts you could build. Should your restaurant be quick-service, casual dining, or a high-end place? Will you serve Chinese, Indian, Japanese, or other cuisines? Do you want to build your brand around specific food products, like steak or seafood? There are many moving parts here, and the concept you choose will play a central role in defining your value proposition to hungry customers.

Some examples of restaurant concepts you could build:

  1. Casual Japanese-Italian, specialising in fusion pasta dishes
  2. Quick-serve Mexican, serving a wide variety of tacos, burritos, and rice bowls
  3. Quick-serve Korean, focusing exclusively on Jajangmyeon
  4. Mid-tier American diner, serving burgers, barbeque, and shakes
  5. High-end Western steakhouse, focusing on prime beef cuts

Step 2: Writing a business plan

Because there’s so much ahead of you, you’ll need a thorough business plan to keep you on track. Writing everything down makes executing your restaurant dreams easier, and helps you foresee any potential problems you might face. If you don’t write out a business plan, it’ likely that you’ll miss out crucial parts of execution (e.g. marketing, strategy, competition) that may very well jeopardise your entire business.

What should go into a good restaurant business plan? Some key items to include are:

  • A precise vision of your restaurant concept,
  • An overview of your target market,
  • Your menu and price points,
  • Inventory sourcing plans,
  • Financial projections for the next 3-5 years,
  • A go-to-market strategy,
  • Research on your competitors,
  • Competitive advantages
  • Location planning,
  • Renovation plans
  • Employee hiring plans and incentive programmes,
  • Training plans for food and beverage preparation,
  • Business continuity plans,
  • Expansion opportunities, and
  • Business risks.

It might look like a long list, but remember: the more you plan at this stage, the less pain you’ll have as you move ahead. If you need further help writing a business plan, read this seminal article from Harvard Business School.

Step 3: Formulating the menu

By now, you should have at least a rough idea of what kind of cuisine you’d like to serve. It’s time to take those rough thoughts you have and really shape them into precise food items that customers will love.

For example, let’s say you want to start a casual Japanese Tonkatsu restaurant. You’ll have pork katsu as your main dish. Will you serve other types of katsu, like prawn katsu? What about side dishes, like gyoza, or krokke (croquettes)?

A crucial point when formulating your menu is thinking about competitive differentiation. You’ll need to understand what other Tonkatsu restaurants are generally serving. How will your Tonkatsu restaurant be any different? In Nagoya, Japan, there is a special local twist to Tonkatsu. Nagoya is famous for “Red Miso Tonkatsu”. It’s traditional Tonkatsu served with a deeply rich, thick, sweet-salty Miso sauce that’s packed with innumerable layers of salivating umami flavour. A quick Google search for “Red Miso Tonkatsu in Singapore” doesn’t bring up too many results. You’ll find only 2 or so notable results. One is for Ma Maison, a group of Japanese restaurants that’s been around for a long time, and the other for Hajime Tonkatsu, a restaurant in Serangoon Gardens. If you’ve been to Nagoya and tried their Red Miso, you’ll know that this sauce is absolutely heavenly. Perhaps this might be a good point of differentiation for your restaurant? It’s not easy to make an amazing Red Miso sauce.

You should also consider the general quality of your food. The Tonkatsu you fry might be delicious, but are they really that much better than other Tonkatsu served across Singapore? Is it good enough to attract someone from the other end of the island to patronise your restaurant? Think about the true quality of your food.

You’ll also want to think about your beverages. Canned drinks are standard. What about fresh juices? Will you serve alcohol? If yes, what kinds? A Japanese Tonkatsu restaurant would be remiss without a nice selection of Japanese beer. Again, this might be another area for differentiation. Many Tonkatsu restaurants serve the same old rotation of beers – Tiger, Heineken, Sapporo, Asahi, etc. Are there certain Japanese craft beers that you could incorporate to differentiate your beverage selection? A delicious, small-batch Japanese beer might go down very well with hot and crispy Tonkatsu.

The quality of your product will be instrumental in building your brand and revenue. So take as much time as you need at this stage to really refine your menu, and ensure that you can execute your food preparation perfectly.

Step 4: Identify funding sources

Starting a restaurant in Singapore is expensive. Ingredients are pricey, labour is costly, and rents are very high. You’ll need to make sure that you have access to sufficient capital to not just launch your business, but also to tide you through at least 2 years of operations. You need sufficient financial runway so that your restaurant has time to prove itself.

Banks are highly unlikely to lend you any capital to start a new business. There’s no business credit history, and it’s usually too risky for their credit portfolio. Venture capitalists also don’t fund restaurants, since the risk-adjusted returns are too low compared to high-growth technology startups. As such, you’ll have to source funds from other avenues to start your dream restaurant.

Some funding sources you can consider include:

Your bank account:

Hopefully, you’ve saved up enough to fund at least a portion of your startup capital costs. Consider all assets that you have – your checking account, savings accounts, and any stock investments you may hold.

Friends and family:

Here’s where you’ll find out who your truest friends are. Have discussions with good friends and close family members. Share your entrepreneurial dreams with them. When you’re discussing your plans with them, make sure that the central question of “Why should I invest” isn’t structured along some self-centred approach of “because you’re my uncle” or “because we’ve known each other for 10 years”. Put your personal ties aside. You’ve got to show your friends and family that you are uniquely positioned to build Katong’s next great Laksa restaurant, or Orchard’s best Korean BBQ place, and that they’re likely to earn a great return by investing with you. Oh, did I mention that this is one reason why a thorough business plan is so important? You’ll make much more convincing presentations if you have a solid plan. This way, you can really dig into the details, easily address whatever concerns they may have, and confidently show them that you’ve really thought the entire idea through.

Business partners:

Because the cost of starting a restaurant in Singapore is so high, it’s best to found your restaurant with a few business partners. You can each pool your money into the business, and also tap each person’s network for additional funding. This reduces the stress on each individual co-founder. Also, business partners will be essential for bouncing ideas off, and navigating the myriad challenges that come with starting and scaling a business. Solving problems and growing a business are just exponentially easier when you have a partner (or partners) running alongside you.

Step 5: Incorporating the company

Don’t make the mistake of running a restaurant without a registered corporate entity. If you don’t have a registered company, your Food License (more on that in step 9) will not allow you to hire foreign workers. If you can’t hire even a single foreign worker for a restaurant, please kindly be prepared for a world of pain.

There’s various entities that you can choose from (e.g. Sole Proprietor, Private Limited), but generally it’s a good idea to register your company as a Private Limited. Registering a Private Limited entity will shield you against personal liability for major risks, like food poisoning. A Sole Proprietorship doesn’t provide you with the same liability shield, so it might not be the best idea.

Incorporating a Private Limited is straightforward, and doesn’t take much time at all. It’s also affordable – many corporate secretaries have packages that hover around only $300 to set up a company. Ensuring you operate a corporate entity will also make it much easier to handle routine business tasks like hiring workers and paying taxes.

You can use online corporate secretaries to easily incorporate a company. Read our guide on Singapore’s best online corporate secretaries to pick one for yourself.

Step 6: Picking a location

You’ll need to scout for a great location for your restaurant. Here are the best methods to find a space that’s available to rent:

  1. Online real estate portals like propertyguru.com.sg
  2. Engaging real estate agents to do the legwork for you
  3. Straits Times Classified Section

Real estate portals like PropertyGuru will give you a quick idea of how much the going rates are for certain areas and specific property sizes. When engaging real estate agents, it’s helpful to already have an idea of which areas of Singapore you’d like to locate yourself in, the approximate property size you’re seeking, your restaurant concept, and your budget. A good real estate agent will be able to sniff out good commercial spaces that fit your fledgling restaurant’s needs. In order to expedite the process and ensure that you have a ready list of potential sites to review, you can consider engaging multiple real estate agents to assist you.

When thinking about your location, you want to strike a balance between affordability and visibility to foot traffic. If you can build a good brand (say, through social media marketing), then you may not need to splurge on an expensive ground-floor unit that has high visibility to passersby. You could instead opt for a unit that’s more tucked away, and rely on your online marketing and word of mouth to draw customers to you instead.

Here are some additional important points you should consider when picking a restaurant location:

Potential sales:

Look at your financial projections. Are your expected sales able to support the rent a property is asking for? Make sure that your projections are conservative. In case you don’t meet your sales targets, a location with lower rent provides you with a larger margin of safety.

Traffic density:

Is your chosen location in a high-traffic area? Is it inside a mall, or close to one? What about proximity to public transportation hubs, like MRT stations? Hang around outside the location – how many people do you see walking by on average? How many customers do you see patronising neighbouring businesses?

Site history:

Do some research on previous tenants. Who were the previous tenants, and why did they move out? Was it because the location itself was poor?

Onerous lease terms:

Make sure that you aren’t signing up for lease terms that are particularly onerous. You can engage a lawyer to help you review whether particular terms place an undue legal burden on you.

Future development:

Is the area slated for future development, like new MRT stations, or new shopping malls? Is it part of a broader development of a particular region, like the Punggol Digital District, that may bring in large waves of new potential customers?

When you’ve identified your chosen location, don’t sign the lease straightaway. This is because further regulatory approvals are still required before you can launch your restaurant. What you can do in the meantime is to sign a “Letter of Intent” with your prospective landlord. This will allow you to reserve your chosen location while you clear the various regulatory requirements.

Do note that if your chosen location was not used as a restaurant before, then you’ll need to apply for planning permission from URA to convert the space into a restaurant. It costs $535 (true as of publication) to submit an application, and generally takes about 10 working days to be processed. It’s vital that you do this before you sign any lease agreements. If you don’t get permission from URA, you can’t use the space as a restaurant!

Once you’ve picked a location, it’s time to transform it into the restaurant you’ve always dreamed of.

Step 7: Renovation

When you’re planning your renovation, it’s a good idea to engage an interior designer that’s experienced in planning restaurant projects. A designer that has handled many such projects before will be able to help you maximise every square footage of your restaurant space, which in turn will maximise revenue.

In terms of layout, restaurants usually will allocate about 1/3 of their total square footage to the kitchen. Some extra space may be allocated to storage, and potentially a small office area. The remaining 2/3 goes to the dining room.

Also, some restaurant industry reports note the following customer group sizes:

Groups of 2: 40-50%

Groups of 3: 30%

Groups of 4 or more: 20%

With the above data in mind, it’s best to have tables that can fit 2-3 people. This allows you to optimise seating efficiency. Small tables can seat small groups, and can be pushed together to fit larger groups. Bigger tables can go to waste if you don’t often have larger groups coming in. These figures may change depending on your restaurant concept.

A good designer will also help you design an efficient production area. Often, many production areas are poorly laid out, which causes slower food delivery times, poorer service, and generally more time wasted reaching for or finding things. Make sure that there’s adequate space for food preparation, cooking, baking (if needed), dishwashing, equipment storage, food storage, trash storage, and receiving/delivering food. Make sure the production area is planned in a way that all the key equipment or ingredient areas are within close reach of one another. Your cooking area needs to have enough space for multiple cooks to work side by side.

Also, don’t skimp on your renovation costs. You might be tempted to opt for that contractor that gave you the cheapest quote – so cheap it left you wondering if it really is too good to be true. When you’re faced with sky-high start-up costs, any savings will seem like a gift sent straight from heaven. Don’t do it. Cheap prices mean cheap designs, cheap materials, and cheap workmanship. Poor designs affect your customer experience, and will influence your ability to attract new and repeat business. Low quality materials and workmanship mean your furnishings won’t last you very long, and new work will need to be ordered again.

In the long run, you’re much better off investing your money with a reputable interior design firm, along with a good contractor. High quality renovations will last you a much longer time than shabby work that you have to re-do in a couple years. It pays to play the long game here.

Also, sometimes restaurant owners forget this, but having a beautifully decorated restaurant is a really powerful marketing tool. You can use your restaurant interiors to create beautiful Instagram and Facebook posts. You’ll also wow customers, and these impressed diners will be more likely to talk about “that gorgeous restaurant” they visited, spreading word-of-mouth about your business.

Step 8: Purchasing equipment

Buying all the equipment will be one of your biggest start-up expenses, after renovations. For a 1,000 sq ft. restaurant with about 40-50 seats, you can expect to spend at least $50,000 just on the equipment alone.

Here’s a list of equipment you’ll need for a restaurant:

  1. Stove range with exhaust system
  2. Ovens
  3. Chillers/Freezers
  4. Dishwasher (optional)
  5. Pots and pans
  6. Knives and knife sharpeners
  7. Miscellaneous cooking tools
  8. Plates, bowls, and cutlery
  9. Refrigerated display cases (optional)
  10. Furniture like chairs and tables

When purchasing equipment, sometimes restaurant owners will debate between buying from a local supplier, or whether they should buy direct from platforms like Alibaba.

Purchasing direct (e.g. from Alibaba)Purchasing from local supplier
CostCheaper. Some items like fridges can be significantly cheaper (up to 25%, or more)Costlier
ConvenienceDelivery to your door-stepSlightly more convenient. In addition to door-step delivery, some suppliers will also do the set-up and installation (for a fee)
SpeedSlower due to international shippingUsually faster, assuming stock is available in the warehouse
Warranties, servicing and repairsMore troublesome. If you have to return the item, you need to ship the equipment back to China, which is costly.Easier. Returning equipment is more convenient with local shipping. Warranties are also easier to fulfill with a local company to deal with.

 

Step 9: Obtaining required licenses, permits, and certificates

The most important license you need is the Food Shop License. This license is issued by the Singapore Food Authority (SFA). The application will cost you $195 (true as of publication). It may take 18 working days, (almost 1 calendar month) or more to complete the entire process. Click here to apply.

If you are taking over a premises that was previously used as an F&B space, then you should inform the previous tenant to cancel their Food Shop License. This is because you can only be issued a Food Shop License after the previous tenant has had theirs cancelled. So it’s best to get in touch with them to hurry things along.

What’s the overall process like when applying for a Food Shop License? Here’s an overview:

  1. Submit an online application via GoBusiness (note: you’ll need your CorpPass)
  2. Book an SFA inspection. You’ll need to schedule this at least 7 days in advance.
  3. Pay for the license after approval

To ensure a smooth inspection process, make sure that your premises complies with the requirements listed by SFA. Click here to view the full checklist.

There are a few key things to note about renting restaurant spaces:

Fire Certificate:

You should ask for a copy of the landlord’s Fire Certificate. A Fire Certificate is issued by the SCDF to property owners, certifying that the property meets basic fire safety standards. If the location you chose was not used as a restaurant previously, there may not be a Fire Certificate. In this case, you should ask the landlord to provide the Fire Certificate to you at their own cost. If the landlord refuses to do so, make sure to factor in the cost of obtaining this Fire Certificate when discussing your rent with the landlord.

The SCDF requires restaurant owners to clean key equipment like your exhaust ducts and kitchen hoods yearly. You must engage a professional cleaning firm to do this. Such cleanings must be done at least once a year.

Your Fire Certificates must be renewed annually, and can only be renewed after you complete a successful SCDF inspection. So make sure to keep your restaurant clean, tidy, and safe!

Food hygiene certificates:

All food handlers must possess a valid Food Hygiene Certificate, and be registered with the SFA (Singapore Food Association). A food handler is anyone who prepares food and beverages. This means chefs, cooks, and kitchen assistants. Waiters are generally not considered food handlers, unless they are also involved in preparing and cooking the food. Food handlers can earn a Food Hygiene Certificate by attending an NEA-accredited course, like this one run by the SFA.

Course fees: $160.50, incl. GST (these fees are before subsidies)

Course duration: 1 day (7.5 hours)

Course fee subsidies:

CategoryFees (after subsidy)
Self-sponsored:

–          Singapore citizen

–          40 years old and above

$25.50 (equivalent to 90% subsidy)
Self-sponsored:

–          Singapore citizen or PR

–          21 years old and above

$40.50 (equivalent to 80% subsidy)
Company-sponsored:

–          SMEs: Singapore citizens or PR

–          Non-SMEs: Singapore citizens aged 40 years old and above

$25.50 (equivalent to 90% subsidy)
Company-sponsored:

–          Non-SMEs: Singapore citizens or PR aged 40 years old and below

$40.50 (equivalent to 80% subsidy)

Food handlers are required to attend a refresher course 5 years after they first attained their Food Hygiene Certificate. Thereafter, food handlers will need to attend a refresher course once every 10 years.

Liquor licenses:

If you want to serve any alcohol, you must have a liquor license. These are issued by the Singapore Police Force. To apply for a license, simply use GoBusiness’ online portal.

The cost of a liquor license ranges from $110/year to $880/year (accurate at publication). Licenses must be renewed yearly.

Liquor is a fantastic way to earn lots of extra profit, since the margins are much higher on alcohol than food.

Here’s an overview of the various liquor licenses:

License typeConsumption hoursCost
1ASale for on-site consumption from 6:00 AM to 11:59 PM$880/year
1BSale for on-site consumption from 6:00 AM to 10:00 PM$660/year
2ASale for on-site consumption of beer only, from 6:00 AM to 11:59 PM$460/year
2BSale for on-site consumption of beer only, during specified opening hours (stipulated in license)$285/year
3ASale of under 30 litres of liquor for consumption at premises other than the licensed premises, from 7:00 AM to 10:29 PM$110/year
3BSale of under 30 litres of beer for consumption at premises other than the licensed premises only from 7 am to 10.29 pm$110/year
4Sale of over 30 litres of liquor for consumption at premises other than the licensed premises from 7:00 AM to 10:29 PM$110/year
5Temporary license$22/day or $44 per week, whichever is lower

Selling liquor without holding a valid license is a criminal offence. Penalties include:

  • Fine up to $20,000, and/or
  • Jail up to 3 months

Halal licenses:

If you want to serve Halal food, you must make an application to MUIS. Application fees range from $775 for restaurants which are under 186 sqm (2000 square feet), up to $1,140 for restaurants which are over 186 sqm. Prices exclude GST.

As part of the application, you have to submit your restaurant’s floor plan to MUIS. This floor plan should clearly state the production areas, storage areas for inventory and cooking/dining equipment, and dishwashing areas. These areas can only be used for Halal items. If any Haram items touch these areas, you must inform MUIS, and a ritual cleansing will be ordered.

You must ensure that all inventory used are halal-certified. These inventory items must be declared to MUIS via their online portal.

You must hire at least two Muslim staff members, and they must each have Halal training certificates. At least one of these Muslim employees must be a supervisor. Also, employees are subject to MUIS’ approval.

Do note that MUIS may order laboratory tests to be carried out on your food. MUIS can also order religious cleansing procedures to be performed if they deem it necessary. The cost of these tests and procedures must be borne by you.

GST-registration:

Eventually, when your restaurant starts gaining traction and generates more than $1 million in revenue, you’ll need to become GST-registered. Here’s another guide on GST-registration for when you get there.

Step 10: Hiring employees

With all the effort that you’ve put into developing your menu, you’ll now need great kitchen staff to produce it on a consistent basis, along with friendly waiters to deliver great service. Start by looking at the capacity of your restaurant? Is it 25 covers? 100 covers? Are you open all day, or only for dinner? Look at how many covers you plan to turn over each day, and then plan your hiring needs accordingly.

In labour-starved Singapore, hiring for a Food and Beverage business is definitely a challenge. You need to bring in talented staff with good compensation packages, but you also can’t afford to pay too much, since margins are thin in this industry. Labour costs will form a significant portion of your ongoing expenses. Typically, you can expect to spend around 33% of your total revenue on labour.

First off, do some research on what the average compensation is for each position that you plan to hire. Do this for your head chef, your line cook, your dishwasher, your manager, your server, and whoever else you’re going to bring on board. Then, set a minimum, and maximum salary that you’ll pay. You can invest more resources into positions that you think are key (e.g. the head chef and manager), and then perhaps pay average wages for the rest of your employees.

Here’s a quick overview on the 3 main positions you’ll hire:

Manager:

This is the most important person, next to your head chef. Your manager will ensure the smooth running of your restaurant, make sure that your staff are all pulling their weight, and that all customers leave your establishment happy and full. Managers should receive a portion of profits or shares in the business to keep them motivated.

Chefs and cooks:

Bring them in for cooking interviews. Have them cook your menu. Does their food taste amazing? Have a look at their past culinary experience. Where did they work? Call up their previous employer and see if they were a great or middling employee.

Waiters:

Service is such a crucial part of the dining experience. A visit to a restaurant can be easily ruined by poor service, even if the food is top-notch. Have you ever been to a great restaurant, only to be disappointed by tardy or rude service? It didn’t really matter that the food was good, right? Chances are you wouldn’t go back to that restaurant – I know I wouldn’t.

Make sure to thoroughly screen your waiters for their service standards. How friendly are they with customers? Do they smile often? Are they confident? Can they easily explain your? How passionate are they about service, ultimately? Some people are built for the service line, and others just won’t make it no matter the amount of training.

Insider tips:

An F&B insider tip on hiring is not to rely too much on online job portals, like LinkedIn. Rather, consider recruiting people from other F&B establishments. That’s the most solid way to know that you have someone with firm experience. You can experience the service standards of waiters you want to recruit, and see (or rather, taste) the quality of chefs you want to hire. For restaurant staff, the proof really is in the pudding. It’s best to get out there to rope passionate people in.

Hygiene training:

Make sure you drill your staff on maintaining proper hygiene practices. A “simple” mistake like taking a knife used for raw food to cut cooked food could at best give someone bad diarrhea, or at worst kill them. Cross-contamination is a huge issue in restaurants, because it’s so easy to forget about. Have two separate sets of equipment for cooked food, versus raw food.

Enforce daily thorough wipe downs and cleaning. Do regular spring cleanings, especially in areas where inventory is stored. Label all produce with purchase dates. If you pre-cook anything, label it with a date of manufacture. You need to have a rigorous system like this, because otherwise you’ll forget and expired food might end up in someone’s food, with vomitous consequences. Don’t turn your restaurant into a Kitchen Nightmares episode.

You’ve sunk lots of money into this journey, so the last thing you need is having to shut your doors because you/your staff made someone terribly sick.

Step 11: Marketing and branding

Lots of marketing for restaurants can be done either freely, or without significant marketing expenses. Leverage social media channels like Facebook or Instagram. Take regular photographs of your food. Shoot videos of your food being cooked in the kitchen, so potential customers can see how your food is being prepared. If you use unique ingredients, tell customers about it. Shoot videos of your staff – have them tell stories of why they’re working with you, what their job means to them, to humanise the business in your customers’ eyes. If you’re diligent with your social media marketing, you can grow your awareness without having to spend too much on ads.

Ultimately, a successful restaurant won’t be built by acquiring customers through paid ads. Instead, word of mouth will be your best growth channel. Growth through word-of-mouth is exponential, when compounded over time. Ensure that every customer that walks through your doors is treated like a king or queen. If you can do this consistently, you’ll have a very good chance of building a restaurant empire.

It’s important that you don’t fall into the trap of thinking that “if I build it, they will come”. A common mistake that new entrepreneurs make, with often fatal consequences. If you have a great product, good for you. You’ve won half the battle of running and scaling a restaurant. To win the other half, you’ll need to get as many people as you can to recognise you even exist.

Strong investments into marketing and branding are vital to succeed in an industry as ridiculously crowded as F&B.

Loyalty cards:

Give your customers loyalty cards to encourage them to visit you again. For example, you could design a loyalty rewards programme that gives customers a 1-for-1 main course offer on every 5th visit. Repeat business is the lifeblood of any business, and loyalty cards are a fantastic way to reward your best customers.

Gift certificates:

Giving customers gift cards is an affordable and really easy method to attract more customers. 20% off Monday night dinners. Free side dishes at Wednesday lunches. Get creative with your promotions. A good way to quickly get exposure is to reach out to event organisers, and have them use your gift certificates as prizes in lucky draws or competitions. You can do this for public events, corporate events, personal events, and more. You can also donate these gift certificates to charities. Non-profit organisations will often organise raffles or lucky draws to raise money.

Influencer marketing:

It’s a good idea to invite influencers to come try your food. Influencers with smaller followings may be willing to post reviews of your food on their social media accounts or blogs for nothing more than a free meal. Influencers with bigger followings will often ask for a fee, unless they’re doing it as part of their routine food hunts. If you can generate a buzz around your restaurant early on, chances are you might be able to lure some bigger influencers in without having to pay them for a sponsored post. Seth Lui, who runs Singapore’s most visited food website, has been reported to charge between $1,000 to $10,000 for a single post (and that was back in 2015!).

An interesting strategy here may be to leverage “micro-influencers” and “nano-influencers”. “Micro-influencers” are people with 10,000 to 50,000 followers, who are known for their posts/experience in a particular vertical. (This 10,000 to 50,000 figure is a global statistic; for smaller markets like Singapore, perhaps under 10,000 might be a more appropriate figure). For F&B, you may wish to target micro-influencers who are home cooks or culinary enthusiasts.

They key thing is that micro-influencers are cheaper to hire, and their followers tend to have higher levels of engagement with their posts. This allows you to not only spend less money, but also to get a potentially higher return on dollars that you spend on influencer marketing. You can do the same with “nano-influencers”, who are people with 3,000 to 5,000 followers. Nano-influencers may be much more willing to simply visit your restaurant for a free meal, without a sponsored post fee.

Think about the math for a second: if you can get 10 or 20 of these people to visit your restaurant and post reviews, your posts will reach a combined audience of anywhere between 30,000 to over 100,000 people. You can still generate a significant amount of buzz this way, without having to shell out the huge sums of money that more famous influencers would charge.

Step 12: Acquiring Food Poisoning and Restaurant Insurance

Congratulations for making it this far! If you’ve completed steps 1 to 12, you’ve probably invested close to a year (or more), and several hundred thousand dollars into realising your dreams. Grab a beer and give yourself a high-five – you’re almost at the finish line.

Before you open your doors to customers, it’s really important that you protect yourself against major F&B business risks. One of the worst risks that restaurants face is food poisoning liability.

Another major risk is worker injuries. Under Singapore law, you must compensate all workers for work-related injuries/sickness. For instance, if your chef cuts himself while preparing a dinner service, you’ll have to compensate him. If you don’t have Work Injury Compensation Insurance, this compensation is going to come out of your pocket. Work Injury Compensation Insurance is legally required for all manual workers. In the context of restaurants, occupations where Work Injury Compensation Insurance is mandatory include:

  • Chefs/Cooks
  • Kitchen Assistants
  • Waiters
  • Dishwashers
  • Cleaners
  • Delivery staff

A restaurant insurance package will combine all the essential covers that you need into a single policy. This provides comprehensive, affordable, and easy-to-manage coverage. Provide’s restaurant insurance package covers:

Restaurant startup resources:

Here’s a further list of resources that you may find useful as you work towards starting your restaurant in Singapore:

Restaurant Association of Singapore: When you start your own restaurant, joining our local Restaurant Association may be a useful idea. You can network with fellow restaurant owners, and receive some discounts on certain industry events.

Beverage Trader Network Singapore: Comprehensive list of wine/liquor distributors in Singapore. Emails, phone numbers, websites, and addresses are all conveniently provided for in one page. Simply look through this list, pick a company you like, and contact them to get some quotes for liquor that you can serve. Consider shopping around for a few quotes so you can get the best deal.

Menu Maker from Canva: Use this tool to create beautiful menus. No need to pay a designer to do it when you can make one yourself.

Restaurant Business Plan: Use this to quickly put together the structure of a business plan. This can help you organise your thoughts more coherently, save time, and might also bring up points that you might not have previously thought of.

Restaurant Startup and Growth Magazine: A regularly updated online magazine that’s dedicated to restaurant owners. You’ll find lots of education material on how to grow your restaurant business.

Can You Terminate An Employee On Medical Leave In Singapore?

terminate employee on medical leave

Under Singapore law, employers are required to offer employees a minimum number of paid sick leave days. Now, if one of your employees catches the flu and take a couple days off, that’s nothing to worry about. But what if you have an employee who’s come down with a significant illness, and they have to be hospitalised for several months? In such a situation, a temptation may come over you to let them go so that you can save on the cost of paying their salary. However, is it actually legal to terminate an employee on medical leave in Singapore? Furthermore, even if such terminations were legal, how should businesses approach the ethical quandary of whether to retain or terminate employees who are ill?

To address these questions, this article will examine a few major points:

  • An overview of employment law in Singapore
  • Minimum amounts of sick leave employers have to provide
  • How the purpose and timing of termination affects the legality of letting someone go
  • How businesses should treat sick employees

Employment law in Singapore

Singapore is an “at-will” employment jurisdiction. This means that:

  • Employers can terminate employees for any reason, except for some specific reasons which constitute illegal/wrongful dismissal
  • Employers can terminate employees at any time, as long as notice is served
  • The above is also true for employees. They can quit at any time for any reason, as long as notice is served

Most employment contracts will have a notice period. Notice periods, depending on the job, are usually around 30 days. If a notice period isn’t stated in the employment contract, MOM has defined legally required notice periods that you will have to adhere to. As long as employees have been served notice, employers can generally terminate them without repercussion. However, if the employee about to be terminated is currently on sick leave, then the question of legality becomes more complex. In such scenarios, there are some important factors to consider which will be addressed later in this article.

Minimum amounts of sick leave employers have to provide

Employers are legally required to provide employees with a minimum number of days of sick leave. This is an entitlement that all employees are legally allowed to claim.

You must provide your employees with paid sick leave, as long as they meet all 4 of the following criteria:

  • Your employee is covered by the Employment Act (basically anyone who is NOT a seafarer, civil servant, or domestic worker), and
  • Your employee has worked for you for at least 3 months, and
  • Your employee has informed you they are sick and can’t work within 48 hours of their absence from work
  • Your employee must be certified unfit for work by a registered doctor (i.e. show you a valid MC)

Category 1: Employee who has worked less than 6 months for you

Number of months workedPaid outpatient sick leavePaid inpatient (hospitalisation) sick leave
3515
4830
51145
6 and more1460


Category 2: Employee who has worked 6 months and more for you

For each employee who’s worked 6 months and more, you must provide a minimum of:

  • 14 days of outpatient sick leave
  • 60 days of inpatient (hospitalisation) sick leave

Purpose and timing of termination

Because Singapore is an at-will employment jurisdiction, you can technically terminate someone while they’re on medical leave. However, there are two critical factors that will influence the legality of such an act:

  1. Purpose of termination
  2. Timing of termination

Purpose of Termination: Deprivation of Benefits/Entitlements:

It is illegal to terminate an employee to deprive them of benefits/entitlements.

The Tripartite Guidelines on Wrongful Dismissal have clarified that it is wrongful to fire someone to prevent them from claiming entitlements. Now, recall that paid sick leave is a legal entitlement. If you terminate someone on medical leave to prevent them from claiming their sick leave pay (which would save you money), that is illegal. This would constitute a wrongful dismissal, and MOM can investigate you and take action against your company.

Now, it’s true that employers don’t have to provide a reason when they terminate an employee. However, if the fired employee files a wrongful dismissal complaint and MOM investigates the employer, the company is probably going to have a difficult time presenting a convincing argument for why they terminated the employee.

Unless you have evidence that you terminated the employee because of underperformance, insubordination, or other reasons not related to their illness, you’re probably going to have a very difficult time convincing investigators that you fired them for legitimate reasons.

Termination Scenarios:

Let’s take a look at these 2 scenarios to better illustrate what may or may not constitute wrongful termination of an employee on sick leave.

Scenario 1Scenario 2Notes
Length of service at current company1 year1 yearThe employee has served at least 6 months, so they are entitled to the full amount of paid sick leave defined in the law.
Amount of paid sick leaveOutpatient: 14 days

Hospitalisation: 60 days

Outpatient: 14 days

Hospitalisation: 60 days

This is the minimum legally required amount for employees who’ve worked for at least 6 months with you.
Duration that employee was hospitalised4 months4 months
Time that employee was terminated7 days into hospitalisation90 days into hospitalisation
Potential case for wrongful dismissalYesUnlikely

In Scenario 1, the case for a wrongful dismissal is stronger. This is because the employee was terminated before they could claim their full sick leave entitlement of 60 days. In the event of a wrongful dismissal complaint, the employer would have to prove that they fired the worker because of a legitimate reason, and not because they wanted to save on sick leave wage costs.

In Scenario 2, the employee was terminated only after they had claimed their full sick leave entitlements. The employer has thus fulfilled their legal obligations to the employee. Because Singapore is an at-will employment jurisdiction, the employer doesn’t need to provide any reason for the termination. There is likely to not be grounds for wrongful dismissal.

This is why it’s critical to understand the purpose and timing of termination if you plan on letting someone go while they’re on medical leave.

Termination while on paid medical leave, before medical leave entitlement has been fully used up

If the worker has not claimed their full medical leave entitlements, you need to have evidence to show that the dismissal had nothing to do with the sick leave. Some examples might include:

  • Records of underperformance
  • Records of poor attitude or insubordination
  • Records of feedback from colleagues
  • And other tangible evidence that could reasonably substantiate that the termination wasn’t due to you wanting to save on sick leave payments

Some businesses will offer their employees more than 60 days of paid hospitalisation leave (e.g. 90 days of hospital leave). In such scenarios, you must honour what was agreed upon in the employment contract you signed with the worker. If you don’t, and fire the employee before they can claim their sick leave entitlements, you can be held responsible for wrongful dismissal.

Termination while on unpaid medical leave, after medical leave entitlement has been fully used up

In such a scenario, you are allowed to terminate an employee. However, it’s best to first consider the compassionate aspects of such an action before terminating the position.

How should businesses treat employees on medical leave

It’s important for employers to treat sick employees with compassion and understanding. If a termination really has to be carried out, it’s key to allow the worker to claim their full medical leave entitlements. If you terminate someone halfway through their sick leave, you need to have hard evidence that the termination was not due to you wanting to cut short the employee’s medical leave entitlements. You’ll need to be able to show that the termination was due to real factors like underperformance, poor attitude, or other issues not related to their illness. If you can’t show this, you could find yourself at the tail end of a wrongful dismissal suit.

It’s also worthwhile to consider the reputational effects of terminating someone on medical leave.

Would their dismissal affect your company’s reputation? If a sick employee makes a social media post about their termination, and their post goes viral, employers could permanently harm their reputation that they’ve worked so hard to build up all these years. This impact becomes increasingly acute for larger companies that have a prominent public presence. An employee who’s sick and gets dismissed could really strike a raw nerve with many other people who might have been dismissed, retrenched, or otherwise have their income affected in some way. Websites like Glassdoor have dramatically increased the transparency for potential new employees. You can’t delete or edit Glassdoor reviews about your company, so any reputational stain you might cause is going to stay with you for a long time. You may want to consider balancing the cost of retaining a sick employee (as a measure of corporate goodwill for their service) against the potentially massive PR fallout you may incur with terminating someone who’s still on sick leave.

Protecting your employees and your company from medical expenses

Work Injury Compensation Insurance: From $5/month – covers medical expenses due to work-related injuries, and pays for lost wages while on medical leave.

Employee Health Benefits (Company Health Insurance): From $16/month – covers medical expenses for both work and non-work injuries/sickness. Pays for hospital bills, surgery, medication, and more. Can be configured to include outpatient visits to GP clinics/specialist clinics/dentists/opticians. Coverage can be configured for Singapore-only treatment or global treatment.

Categories Law

5 Cheapest Virtual Offices in Singapore: Complete Comparison 2021

cheapest virtual office singapore

Virtual offices a great way to give your company an official-sounding address, without having to actually rent an office. If you’re registering a company with ACRA, a virtual office is a great way to avoid having to expose your own residential address to the public. These offices are also great for receiving physical items like business mail/parcels, which can be forwarded to you anywhere in the world. With most people working from home, having a virtual office is a great way to maintain a professional corporate image, whilst saving on expensive commercial rentals that eat into your margins. Also, if you’re an entrepreneur who’s located overseas but running a Singapore-based company, a local virtual office is a must. We’ve compiled this list of the cheapest virtual offices in Singapore for entrepreneurs who need a corporate address on a tight budget.

Contents:

  1. Summaries
  2. EZCorp
  3. OnlyVirtualOffice
  4. VirtualCorp
  5. VOffice
  6. Rovva
  7. Protecting your business

Summaries:

The absolute cheapest virtual office: EZCorp. From $52.80/year ($4.40/month, 12-month contract).

Out of the 5 options listed here, EZCorp is the cheapest virtual office. The next 2 closest competitors are OnlyVirtualOffice ($58/year), and VirtualCorp ($90/year).

ServicesEZCorpVirtualCorp
Business address
Mail alerts
Self-collect mail
Weekly cheque deposits to major banks: DBS, Maybank, OCBC, UOB
Free web hosting

 

1st year only

Excludes domain name cost

Shared fax number
Meeting room usage

 

5 hours/year

Price

 

$52.80/year

 

($4.40/month, 12-month contract)

$90/year

 

($7.50/month, 12-month contract)

 

$59.98/year

 

($4.99/month, 36-month contract)

It’s interesting to compare EZCorp with VirtualCorp, because for about $40 more each year, you do get some useful benefits like free web hosting (for the 1st year), and weekly cheque deposits to specific banks, which can be a nice convenience.

If you extend your contract to 3 years, however, VirtualCorp’s rate drops to $59.98/year, which is almost similar to EZCorp’s pricing ($52.80/year). If you’re confident that you’re going to need a virtual office for 3 years, then this locked-in plan may be worth considering. Do consider speaking to other business owners who’ve used VirtualCorp’s services first before you sign up for 3 years though.

If you don’t need any additional benefits, and are focused solely on price, then it’s worth looking into EZCorp.

For entrepreneurs based overseas, but whose companies are registered in Singapore: Most of the virtual offices here only include local mail forwarding in their packages. VOffice’s VIP Package includes forwarding letters to overseas addresses for an additional $100/year (there may be a limit on the number of mails they will forward, and top-ups may be required past a certain volume). EZCorp will do overseas letter forwarding for $5/letter, plus courier charges. The other providers in this list did not publicly state their overseas mail forwarding rates, so do contact your chosen virtual office for a custom quote.

An easier alternative would be simply to have your letters scanned and emailed to you. Most of the virtual offices in this list offer this service. However, the only virtual office provider that has publicly stated their mail scanning prices is EZCorp, which charges $180/year for such a service. Consider reaching out to the other providers in this list to see if you can get a better rate.

If you expect to receive parcels and need them forwarded, speak with your virtual office provider for a quote. Do note that not all virtual offices will accept parcels – some will charge a fee per parcel received, while others have a policy to outright reject them. Read the fine print before you sign up!

#1. EZCorp

Website: https://ezcorp.sg/registered-office/

Virtual office address: 2 Venture Drive #14-02 Vision Exchange Singapore 608526

ServicesBasic BizSmart Biz
Business address
Email alert for letters received
Self-collect mail
Mail forwarding: Weekly 

 

 

 

Local mail: From 80 cents per letter

 

Overseas mail: $5 admin fee + courier charge, per letter

Mail scanningTop up $180/yearTop up $180/year
Price$52.80/year

 

($4.40/month, 12-month contract)

$123/year

 

($10.25/month, 12-month contract)

Minimum contract period12 months

 

Overview:

EZCorp is the cheapest virtual office provider, out of the 5 virtual offices listed here. Their services are the most basic out of all the offices in this list, but if you’re looking for the absolute lowest rate, EZCorp has it.

#2. OnlyVirtualOffice

Website: https://onlyvirtualoffice.com/

Email: [email protected]

Phone: +65 6974 2695

Virtual office address: 1 Tampines North Drive 1, T-Space, Singapore 528559

ServicesEconomy PlanPremium PlanBusiness Plan
Business address
Email alert for letters received
Self-collect mail
Mail forwarding: WeeklyFees per letter:

·       $1 admin fee

·       Postage fee

 

Singpost Basic Mail (no tracking)

Fees per letter:

·       $1 admin fee

·       Postage fee

 

Singpost Basic Mail (no tracking)

Fees per letter:

·       $1 admin fee

·       Postage fee

 

Singpost Basic Mail (no tracking)

Shared fax number
Meeting room usageBook for $15/hourBook for $15/hour

 

8 hours/year

Price$59/year

 

($4.66/month)

$69/year

 

($5.75/month)

From $87.96/month

 

($7.33/month)

Minimum contract period12 months

 

Overview:

OnlyVirtualOffice is the 2nd cheapest virtual office provider here. You won’t get any prestigious office addresses when you sign up with them – your office will be at Tampines. Then again, if you’re looking for the cheapest option, you’re probably not concerned about getting a swanky address.

It’s straightforward to sign up for an office address with OnlyVirtualOffice. Here are the steps:

  1. Visit their website, and select 1 out of 3 virtual office plans
  2. Provide basic details like company name and UEN
  3. Make payment online
  4. Receive email confirmation
  5. Update ACRA with your new address
  6. Update OnlyVirtualOffice on your revised ACRA records

OnlyVirtualOffice does offer users of its highest tier (the Business Plan) 8 hours of meeting room usage a year, which is definitely on the low side. You also have to book it at least 3 days in advance by emailing them. The meeting room is compact and fits 5 people. A projector is available on request.

If you have a small team, and don’t need an office environment to entertain clients or business partners, then OnlyVirtualOffice’s bare bones approach could be well-suited for you. You can always host meetings in cafes or other public spots.

#3. VOffice

Website: virtualofficeservices.com.sg

Email: [email protected]

Phone: +65 6460 0199

Virtual office address: 22 Sin Ming Lane #06-76 Midview City Singapore 573969

ServicesEconomy PackageBusiness PackageVIP Package
Business address
Email alert for letters received
Self-collect mail
Mail forwarding: Weekly

 

Top-up $30

 

Forward mail to local addresses only

Top-up $30

 

Forward mail to local addresses only

 

Top-up $100

 

Forward mail to both local and overseas addresses

Shared fax number
Meeting room usage

 

4 hours/year

 

8 hours/year

Office room usage

 

8 hours/year

Price$57/year

 

($4.75/month, 12-month contract)

$97.20/year

 

($8.10/month, 12-month contract)

$196.80/year

 

($16.40/month, 12-month contract)

Minimum sign-up period12 months

 

Overview:

VOffice is the 3rd cheapest virtual office in this list, starting at $57/year (4.75/month, 12-month contract). They differentiate themselves from other virtual offices by offering you free meeting and office room usage with their mid and highest-tier plans. You do have to book these rooms at least 3 days in advance by emailing them. The meeting room fits 6 people. If you need to meet clients in an office (and not some public space like a café), and only for exceptionally rare occasions, this may be a benefit that you find useful.

You can sign up with VOffice online.


#4. VirtualCorp

Website: virtualofficeservices.com.sg

Email: [email protected]

Phone: +65 6735 5181

Virtual office address: 50 Chin Swee Road #09-04, Thong Chai Building. Singapore 169874

ServicesStart-upBiz-ProEnterprise
Business address
Daily email and SMS alerts for letters received
Self-collect mail
Weekly cheque deposits to major banks: DBS, Maybank, OCBC, UOB
Mail forwarding: Weekly

 

Unlimited letters

 

Unlimited letters

Free web hosting

 

1st year only

Excludes domain name cost

 

1st year only

Excludes domain name cost

 

1st year only

Excludes domain name cost

Shared fax number
Meeting room usage

 

5 hours/year

 

30 hours/year

 

50 hours/year

Free incorporation
Free named corporate secretary

 

Free annual ECI filing

 

Free annual return filing
Free annual tax return filing
Price

 

6 months contract:

 

1 year contract:

 

2 years contract:

 

3 years contract:

 

 

$10/month

 

$7.50/month

 

$6.67/month

 

$4.99/month

 

 

$18.99/month

 

$17.99/month

 

$16.99/month

 

$15.99/month

 

 

$79.99/month

 

$59.99/month

 

$49.99/month

 

$39.99/month

Minimum contract period6 months

 

Overview:

VirtualCorp’s generally provides more benefits compared to the other virtual offices in this list. The free weekly cheque deposit (to the specified banks) is a nice convenience if your clients still pay by cheque. 1 year of free web hosting is also a nice perk to have. It’s good to know that these benefits are included even with their most basic plan.

As move up to their Biz-Pro and Enterprise plans, we see some more useful benefits. Unlimited local mail forwarding is nice (some of the other virtual offices here limit the volume of mail they will forward, and charge for any excess amounts). You also get free incorporation and a named corporate secretary. The highest tier even includes handling your required annual tax returns. This looks to be a comprehensive, all-in-one service that could certainly save you time and effort when starting your company.

VirtualCorp also offers 6-month contracts, which is shorter than the typical 1-year contract that other offices will typically impose on clients.

 

#5. Rovva

Website: https://www.rovva.com/

Virtual office address: Choose from approx. 25 different locations across Singapore

ServicesVirtual OfficeVirtual Office MobileVirtual Office Workspace
Business address
Mail handling: Self-collect mail
Mail forwarding: Daily, weekly, or monthly options availableTop upTop upTop up
Local telephone number
Live receptionist
Business lounge access

 

Unlimited usage

 

Unlimited usage

Community meeting room access

 

2 hours a day

 

2 hours a day

Private office access

 

5 days a month

PriceFrom $59/monthFrom $178/monthFrom $319/month
Discounts6 months contract – 5% discount

 

12 months contract – 10% discount

 

24 months contract – 15% discount

Minimum contract period1 month

 

Key office locations:

  • Multiple locations in CBD:
    • Marina Bay Financial Centre
    • 1 Raffles Place
    • Asia Square Tower
    • 1 Fullerton
    • Guoco Tower
  • Multiple locations in Downtown Core:
    • 18 Capitol Singapore (directly opposite City Hall MRT)
    • Spaces Clarke Quay
    • Duo Tower (Bugis)
  • Multiple locations in Orchard Road:
    • TripleOne Somerset
    • Wisma Atria
  • Locations in the East:
    • Paya Lebar Quarter
    • Spaces Joo Chiat (in Katong)
    • Tampines Junction
    • Changi Business Park
  • Locations in the West:
    • Vision Exchange (Jurong, near IMM)
    • Fusionopolis (near One-North MRT)

As you can tell, Rovva has a massive roster of some of the most central locations in Singapore. You can choose from the most premium corporate addresses that Singapore has to offer, all from one virtual office provider.

Some pictures of Rovva’s well-appointed offices:

rovva cheapest virtual office somerset
Rovva’s Somerset Office (111 Somerset). Directly connected to Somerset MRT.

 

rovva guoco tower cheapest virtual office
Rovva’s Guoco Tower office (1 Wallich Street). Directly connected to Tanjong Pagar MRT.

 

Image result for rovva north bridge road office
Rovva’s Bugis office (410 North Bridge Road) Just a 5 minute walk away from Bugis MRT / Bras Basah MRT.

 

Image result for rovva 1 Raffles Place
Rovva’s Raffles office (1 Raffles Place). 1 minute walk to Raffles MRT.

All pictures sourced from Rovva.

Overview:

Rovva is a global virtual office provider. The sheer size of the company is reflected in the number of virtual office addresses they have here – approximately 25, with the majority of them located right smack in the middle of Singapore’s most exclusive business districts.

You can choose virtual offices in super-prime locations like Marina Bay Financial Centre, Raffles Place, Orchard Road, and Tanjong Pagar. Rovva even has a virtual office at Fullerton, right in front of the Singapore river! If you prefer somewhere closer to residential suburbs, Rovva also has offices at Katong, Tampines, Paya Lebar, Jurong, and Changi. These locations are also cheaper than their CBD locations. If you live near to these areas, non-CBD offices may be a more convenient and wallet-friendly option for you.

Rovva costs the most out of the virtual offices in this list. However, given their selection of prime locations, and some pretty useful perks like frequent office facility access, Rovva isn’t all that expensive – especially if you consider the cost of alternatives, like renting a shared workspace (e.g. WeWork). For instance, Rovva’s “Virtual Office Mobile” plan starts at $178/month, which comes with 2 hours of community meeting room access each day, along with unlimited business lounge access. If you’re an entrepreneur who works from home, but still needs to hold regular in-person business meetings,  then Rovva would be a good option to consider. You can skip noisy cafes and go straight into hosting your business meetings in a polished environment, located at some of Singapore’s best addresses. From their website, Rovva’s offices (particularly their CBD options) seem very well-appointed.

Rovva also has the unique distinction of having the shortest minimum contract period – 1 month. Most providers will enforce a 12-month minimum. They also have live receptionists that are included in their higher tier plans, which other budget options don’t provide for.

Protecting your company:

After you’ve signed up for an affordable virtual office, make sure that you protect your business. We offer the most affordable and comprehensive business insurance plans in Singapore. Click the links below to get insured online, in just 3 mins!

How Much Does It Cost To Open a Barbershop in Singapore?

how much to open a barbershop in singapore

Barbershops have exploded in popularity in Singapore. Just like with starting a cosy café, there’s a certain romance about running an old-school barbershop. From the plush leather barbering seats with their glittering chrome bases, to the slick razor-faded haircuts from the 50s and 60s, delivered with the intangible atmosphere of a bygone era – it’s all quite alluring for would-be entrepreneurs.

But before you plunge your hard-earned savings into setting up your own barbering business, it’s important to know what you need to set up a barbershop, and how it’ll affect you financially. Here’s the ultimate guide on how much it will cost to start a barbershop in Singapore!

Rental Costs

The largest chunk of your start-up costs is likely to go towards rental. Rents will differ significantly depending on where you locate your barbershop. You could go for a super-central location within the CBD, which gives you daily access to a large pool of working professionals and general shopping crowds. You could also opt for a location not quite within the CBD, but still within the broader Central Area  – hip areas like Bugis come to mind. Or, you could venture out into heartland suburbs, where foot traffic is still healthy, but rents are lower. The location you choose will have a large impact on your costs, revenue from foot traffic, and potentially your brand image. Weigh the trade-offs between these different factors carefully.

CBD/City Centre Locations

how much to start a barbershop central area
Sultans of Shave – their flagship outlet in the CBD, at 11 North Canal Road. One of the most tastefully appointed barbershops in Singapore.

Leasing a space in ultra-prime locations like City Hall, Raffles Place, or Telok Ayer will cost between $10 to $20 per square foot. So, for an average 500 square feet barbershop, expect to pay $5,000 to $10,000 in rent each month. A quick Google search will reveal that many barbers choose to locate their shops in these prime central districts. In the pre-Covid-19 era, such locations offered barbers easy access to the working crowd.

Even though Singapore has largely reopened business activity, many office employees are still working from home for a fair portion of the week. They will likely continue to be doing so for the foreseeable future. In such an environment, it’s probably a good idea for new barbershops to think about basing themselves in residential districts. Areas like Tampines, Sengkang, Toa Payoh, Jurong, etc. are all well-populated estates that new barbers can tap into. Rents are more affordable in these areas, and you can still build a loyal following through hip branding, investments into social media marketing, and good service.

Heartland Suburbs

Photos at The Panic Room - Central Region - 5 tips
The Panic Room, located at 311A Geylang Rd. Rents in this locale are cheaper than the city centre. Source.

 

With rents stretching to such astronomical amounts in the city centre, some barbers have chosen to ditch “hip” addresses, and taken themselves out into the suburbs instead. For instance, old-school barber Acidic Chop Shop is based in Jurong West, while The Panic Room is based in Geylang. Although the rent in these neighbourhoods are lower, they’re still not always cheap by any means.

For heartland areas, barbers can expect to pay between $5 to $9 per square foot. For a typical 1,000 square foot barbershop, this works out to a monthly rent of around $2,500 to $4,500.

Residential districts are a worthwhile consideration, since transportation infrastructure in Singapore is highly-developed. It’s not particularly difficult to travel to one’s favourite barbershop once or twice a month. People will return as long as the service is top-notch and value-for-money. Businesses like The Panic Room have managed to capitalise on this by basing themselves outside of the city centre, and successfully building a large following that is happy to travel to their store. Aspiring barbers who don’t have access to lots of capital, or don’t wish to be saddled with a highly monthly rent, should consider this option.

Upfront Rental Deposits

When you sign the lease, your landlord will typically ask you to provide an upfront deposit of between 3 to 6 months worth of rent. In addition to this deposit, make sure you also have 3 to 4 months’ worth of operational costs (rent, salaries, consumables, etc.) saved up. This will provide you with a live-saving cash flow buffer, just in case your business doesn’t produce as much revenue as you initially projected. You don’t want to end up with a bankrupt business before you’ve even had at least a year or two to prove your business model.

Rent Increases

Although Covid-19 has certainly dampened some of the demand for commercial rental, there’s only so much space to go around in Singapore. Landlords are likely to increase your rent when your lease expires. Experienced barbershop owners who have good contacts in the industry, or previous relationships with landlords may be able to negotiate limits on rent increases, alongside other benefits like lower rental deposits. However, if you are new to the barbershop industry, or your barbershop is too small to warrant more favourable terms, it’s not likely that the landlord will grant you much leeway in negotiations.

If it’s your first time setting up a barbershop, it’s advisable for you to sign a shorter lease – around 6 months or so. Although this makes it more likely that your rent may be increased at the end of 6 months, a shorter lease will minimise the amount of start-up capital you need to put in. By contrast, if you sign a 24-month lease from the get-go, you’re stuck with paying rent for the next 2 years, regardless of whether you make money or not! Signing a shorter lease will also help you validate whether your business is actually working, and whether you have the ability to pull customers in and turn a consistent profit.

If you eventually find that your business is not working, a shorter lease will give you the option of either shutting it down, or pouring in more funds to keep the business going. A long lease, however, would block you from quickly exiting a business that’s hemorrhaging cash.

Relocation Costs

You should also take into account potential costs if you plan to relocate. Most leases will include a clause requiring that you restore the location to its original state. Restoration fees typically run around SGD 3,000 to SGD 5,000 for a 500 square feet barbershop.

Renovation Costs

barbershop renovation cost
It pays to have an aesthetically pleasing barbershop. You’ll be able to post photos of your great looking shop on social media, and it’ll act as a customer magnet and marketing material or your business.

After you find a good location for your barbershop, you’ll need to renovate the space to convey the aesthetic you want. Maybe it’s a sleek and modern barbershop, with neon lights, lots of glass and burnished metal. Or maybe you prefer a grittier aesthetic, and want a rough-and-tumble old-school barbershop. Whatever your choice, expect to pay at least SGD 10,000 to 20,000 for renovating a 500 square feet barbershop. This estimate includes interior design consultations, actual renovation work, and the cost of furnishings.

A lot of your marketing is going to come from social media – pictures of haircuts you’ve just provided, pictures of clients/yourself at work in your barbershop, etc. Given that your premises is going to feature so prominently in you marketing efforts, it’s advisable to invest a little more in an attractive interior design. This will pay dividends over the long run, as more customers get to know about your cool-looking space.

Manpower Costs

labour cost barbershop

After rent, labour will be your second biggest recurring expense. Manpower in a barbershop is pretty flexible. The amount of barbers you need to recruit really depends on the scale of business you want to open, and whether you can barber yourself (or not). If you want to just open a one-man show, you can find a small space in a mall or housing neighbourhood, and just run the entire business on your own. You won’t have to deal with the stress of staff overheads. Of course, you’ll be completely limited in how much money you can make, since you won’t have barbers who can pay you commissions from clients they serve. If you want to run a bigger business, then you’ll need to hire additional barbers who can bring in this incremental revenue for you.

FunctionStaff Headcount Typical All-In Compensation
Cashier/ReceptionistOptional$1,500/month onwards
Junior Barber

(<2 years experience)

1$2,000/month onwards
Experienced Barber

(>5 years experience)

1$4,000/month onwards
Total Headcount2
Total Cost$6,000/month onwards

There are various compensation schemes that you can employ for your barbers. The most common compensation structure is a basic salary, plus a commission per cut. This incentivises barbers to provide good service, and to build relationships with their clients to keep them coming back. Another common compensation scheme is to rent chairs in your shop to each barber for a flat monthly fee.

If you’re an experienced barber yourself, you can also hire barber apprentices. Apprentice haircuts are almost always provided at a discount compared to their more experienced colleagues. This way, you can attract potential clients who are on a budget. You can also build up a talent pipeline by grooming these apprentices into experienced barbers. By hiring them when they’re still young and green in the industry, you save on the salary expense of having to hire an experienced barber straight of out the gate.

Barber Training

If you plan to do the barbering yourself, but don’t actually know how to cut hair yet, there’s two methods you can use to get started.

Method 1: Attend a barbering course

A basic barber’s course starts at around SGD 1,500, per participant. Most of these courses last for 2-3 days. These courses will go over the fundamentals of hair-cutting techniques, like performing fades, line-ups, and cutting layers.

Here are some courses in Singapore that you can attend:

1. Hair Mafia & Co. Barber Course: SGD 1,799 for 2 days

2. Beauty Recipe Intensive Barber Course: SGD 1,588 for 2 days

Once you’ve completed your chosen course, you can then go ahead to work in a barbershop as either an apprentice or a junior barber.

Method 2 (Recommended): Apprentice in a barbershop

barber training costs
You’ll learn the most by apprenticing with an experienced barber.

 

An alternative is to become an apprentice in an established barbershop. Some apprenticeships may be paid, others may be unpaid. You will start from the bottom, and likely have to do “menial” tasks like cleaning the shop and tools. If you’re truly passionate about barbering, you’ll stick through it. There’s no better way to learn how to cut hair than to learn from others who’ve been doing it for a long time.

Equipment

Luckily for barber entrepreneurs, most barbering equipment is relatively affordable. First up, you’re going to need a set of good hair clippers to give your clients amazing hair fades. The most well-known brand in the industry is Wahl, which also happens to be the number one brand of clippers sold in the United States.

wahl elite pro hair clipper
Try the Wahl Elite Pro, available from Amazon ($49.99).

 

You’ll need a hair detailer as well, which you’ll be using to make crisp line-ups. You can use hair detailers for more precise cuts on beards.

wahl detailer
Try the Wahl Elite Detailer, available from Amazon ($69.99).

 

You’ll also want to have a foil shaver. A cordless model, like this one from Andis, is particularly helpful and well-made.

andis foil shaver
Andis Foil Shaver, available from Amazon ($74.82).

 

For scissors, you’ll need barber’s scissors and thinning scissors.

Lastly, no barbershop would be complete without a good set of razors. Now, modern hygiene practices dictate that using the same single-blade razor on hundreds (or thousands) of customers is probably not the best idea. The problem with a traditional straight-edge razor is that you need to also have a commercial disinfectant unit (which are expensive), otherwise you’re going to run a serious risk of infectious or blood-borne diseases being transmitted through your shaves. A straight-edge razor must also be stropped before each shave, which adds additional labour to the already labour-intensive job of barbering. Straight-edge razors must also be professionally honed every few months to restore the keenness of the blade, which adds additional cost. You can sharpen the blade yourself on a whetstone, but that takes practice and time.

Enter the barber’s saviour: the shavette. Shavettes take single-use, disposable razor blades that can be swapped out for each new client. Since a new blade is used for each client, shavettes represent a more hygienic and convenient option. Furthermore, a shavette blade from a good manufacturer (like Feather, or Merkur) will be sharper than a straight razor’s blade. This will give your clients the closest possible shave.

Among the many brands of Shavettes, Parker makes durable and affordably priced shaving sets. This one below is full-metal, which gives it a nice weight. It’s sure to make you look like a real professional each time you whip it out to give your clients a clean, hot shave.

parker shavette razor

Parker Shavette, available from The Panic Room ($33).

After you’ve got your hair trimming equipment ready, you’ll want to have nice, plush chairs to make your customers comfortable. If you’re setting up an old-school barber, then this Old Style Barberchair is perfect for you. At SGD 440 per chair, it’s reasonably priced. If you’re not ready to spend that much, then this barber chair might be more to your liking. It won’t convey the same old-school vibe, but at SGD 119 per chair, it’s really priced to move. You can consider getting a rubber barber’s mat to go with your chair as well. These mats are non-slip, and their thick cushioning effect can help relieve stress on your joints from standing all day.

Consumables

Your main consumables are going to be hair styling product, dusting powder, shampoo, disinfectant, and razor blades. The great thing is that most of these consumables are pretty affordable, so they’re not going to take away much from your bottom line.

You can stock decent-quality but affordable product like American Crew or Suavecito. Suavecito makes a giant 32oz tub (900g) for only $130. This tub size is specifically designed for barbers. If you use 3g of product to style each client, that works out to just 43 cents per client. Highly economical.

suavecito pomade barber
This giant tub is almost 1KG, and can easily serve hundreds of clients. Available from Shoppee for $130.

 

You can also consider oil-based pomades for true greaserheads. Try the famous Reuzel Pink, which is sure to satisfy any greaser who walks into your store.

reuzel pink pomade
Reuzel’s oil-based, medium-shine, heavy-hold pomade. Perfect for those who want a true greaser’s style. 340g tin for USD 38, available from Reuzel.

 

It’s also a good idea to stock some hair product to sell. You can apply product to your clients’ hair after their cut, and if they like the product you can then try to close a sale. This will form a nice extra revenue stream for you.

Utilities

barbershop utilities cost

Water and electricity will cost around $1,000 a month for a typical barber that operates around 8-10 hours daily.

Summary of total set-up costs for a new barbershop

ItemCost
Rental deposit$10,000
Labour$10,000
Equipment$5,000
Consumables$200
Utilities$1,000
Total$50,000 to $80,000

 

How many haircuts will you need to break-even?

This is one of the most important questions you’ll have to answer when deciding whether you should open a barbershop. If we add all the costs above, minimum start-up costs for a barbershop are about $50,000 to $80,000.

Let’s use the assumptions below for our break-even calculations:
1. You run an old-school barbershop
2. You charge $35 for a haircut (market rate)

You would therefore need to provide 1,428 haircuts to recoup your initial investment. Assuming you deliver an average of 10 haircuts a day, you would take about 143 days to break even, or about 5 months.

Protect your barbershop

Starting a barbershop is expensive. Suffering accidents while running your barbershop is even more expensive.

A fire could break out from a faulty electrical outlet, burning your shop down and taking all the money you invested with it. A customer could get injured during a close shave or haircut, leaving you legally liable for their injuries. One of your staff might slip and fall at work, leaving your business liable to pay his medical expenses under MOM’s Work Injury laws.

Given the $50,000+ you will spend building your barbershop, make sure you protect your investment with a good barbershop insurance policy. These policies start from only $200 a year, and will provide you several hundred thousand dollars’ worth of insurance coverage. Click here to buy barbershop insurance in 3 minutes, online!

 

2 Key Criteria for Audit Exemption Singapore: Check If Your Company Qualifies

audit exemption singapore

If you’re running an SME in Singapore, you might be wondering whether your company qualifies for the audit exemption granted by ACRA. Generally, privately-held small companies will be exempted from needing to maintain an auditor. The definition of a “small company” is outlined below. This definition is fairly generous and will encompass a significant number of SMEs in Singapore, which is good news for entrepreneurs wanting to focus on their business. This will help minimise compliance and administrative costs.

Have a look at the criteria below to see if your company is audit exempt.

Contents:

  1. Small company audit exemption key criteria
  2. Small group audit exemption key criteria
  3. History of changes in audit exemption requirements
  4. Frequently asked questions on audit exemption
  5. Protecting your audit exempt business

1. Small company audit exemption criteria

There are 2 sets of key criteria that you must meet to be exempted from holding audits.

Audit exemption criteria 1: Run a private limited company

You must run a private limited company. All other types of entities – such as public limited companies, sole-proprietors, LLPs, etc. – do NOT qualify.

Audit exemption criteria 2: Meet at least 2 out of 3 of the following conditions

You meet at least 2 out of 3 of the conditions below:

  • Total annual revenue SGD $10 million
  • Total assets SGD $10 million
  • Total number of employees 50

Example: You run a private limited manufacturing company that has $9 million in annual revenue, $20 million in total assets, and you have 49 employees. Since you’re a i) private limited entity, and ii) your revenue is under $10 million, and iii) your total employee strength is under 50, you are exempted from needing to perform yearly audits.

2. Small company group audit exemption

If your company is part of a bigger group of companies (e.g. you’re a subsidiary), you can also qualify for audit exemption.

There are 2 sets of key criteria that company groups must meet to be exempted from holding audits.

Group audit exemption criteria 1: Run a private limited company

Only private limited companies can be exempted from audits. If you’re a public limited company, or any other type of company, you won’t qualify.

Group audit exemption criteria 2: All companies in the group must meet at least 2 out of 3 of the following conditions

Every single company/subsidiary in the entire group must meet at least 2 out of 3 of the conditions below:

  • Total annual revenue $10 million
  • Total assets $10 million
  • Total number of employees 50

Group audit exemption criteria 3: The entire group, taken as a whole, must fulfill 2 out of 3 of the criteria below:

  • Total consolidated group annual revenue $10 million
  • Total consolidated group assets $10 million
  • Total consolidated group number of employees 50

Basically, the entire group must meet the same audit exemption criteria as that of an individual small company.

Example: You run a group of 4 medical companies, with each registered as a Pte. Ltd. entity. Your entire group of companies has $5 million in annual revenue, $5 million in total assets, and you have 80 employees. Since your i) entire group consists of private limited entities, and ii) your entire group’s revenue is under $10 million, and iii) your entire group’s total assets is under $10 million, you are exempted from needing to perform yearly audits.

3. History of changes in audit exemption requirements by ACRA

In 2014, the Companies Act was updated to introduce new requirements for companies that are exempted from maintaining an auditor. Parliament effected these changes by passing the Companies (Amendment) Act on 8 October 2014. These changes took effect on 1st July 2015.

This Act introduced a new rule, called the “small companies exemption”, which broadened the types and numbers of companies that are now exempt from needing to have auditors.

CriteriaOld requirementsNew requirements
1Company must be registered as an Exempt Private LimitedCompany does NOT need to be registered as an Exempt Private Limited

 

A regular “Pte. Ltd” is sufficient

2Annual revenue SGD $5 millionMust meet 2 out of 3 criteria:

1.       Annual revenue SGD $10 million

2.       Total assets less than SGD $10 million

3.       Total employees* 50

 

*You only need to consider full-time employees

3Total shareholders less than 20 people, no corporate shareholdersN.A.

 

In the past, you needed to actually incorporate your firm as an “Exempt Private Limited” to qualify for the audit exemption. This took more effort from business owners – some didn’t know about this rule, while others felt it was too much trouble to change entity types, given the hectic schedules of running a business.

The new requirements significantly expand the number of small companies that qualify for audit exemption in Singapore. Companies no longer need to be incorporated as a specific entity, so owners of standard private limited firms can enjoy the new benefits. Revenue caps have been doubled, which significantly increases the number of SMEs covered under this scheme. The removal of shareholder limits also helps to cover business owners who have employee stock option plans (de rigueur in startups), where it is easy to exceed 20 shareholders. This is great news for business owners.

The amended audit rules help to reduce compliance costs for small business owners, which frees up more time and resources for entrepreneurs to scale their businesses. This is part of a broader push to reduce the regulatory burden on SMEs and to support their growth.

4. Audit Exemption FAQ

Do I have to apply for audit exemption?

No. As long as you fulfill the criteria, you do not need to apply to be audit exempt. It’s automatic.

Will the audit exemption make tax evasion easier?

No. Audit exemption does not mean accounting exemption. All companies are still required to maintain their proper financial accounts. These accounts must be kept to the requirements mandated under the Singapore Financial Reporting Standards (SFRS).

ACRA has the legal power to require companies to provide an audited set of accounts for official review, even if the company is normally audit exempt. This can be done if there is a reasonable belief that audit exempt companies are engaging in tax evasion, or other irregular practices.

There is additional surveillance by IRAS, which will perform random checks on small companies. This is done through analysing tax returns and performing audits on submitted accounts. If financial inconsistencies are found in audit exempt companies, IRAS can initiate a wide range of legal action against the company and its officers/directors.

Is there a loophole where a large company could break itself into many different small companies, thereby qualifying for the “small company” audit exemption?

No such loophole exists, because the “small company” requirement also applies at the group level. If a single large business were to split itself into, say, 10 different smaller entities (under the same group), then the “small company group” rules would apply. The requirements are the same for small companies and small company groups, so artificially creating new entities will not allow businesses that should be audited to wriggle away from their responsibilities.

If my company is audit exempt, do I still have to file my financial statements with ACRA?

Yes. Filing financial statements is one of the key duties of company directors, and this duty is not affected by the absence of an auditor.

What is the definition of “employees” in the new requirements?

The limit of 50 employees refers to full-time employees only, at the end of the financial year. Don’t count part-time employees.

Can foreign companies be audit exempt?

Your company must be incorporated in Singapore and qualify for the criteria found at the beginning of the article.

Will I qualify if my company belongs to a foreign group of companies?

Audit exempt criteria:

  1. Your company must be incorporated in Singapore
  2. Your company AND the foreign group must qualify for the “small company group” exemption

When assessing whether the foreign group qualifies under the “small company group” criteria, you must take a look at the group’s consolidated financial statements. The consolidated total revenue and consolidated total assets of the entire group (foreign + local) will be the benchmark for determining whether you can be audit exempt.

Protecting your audit-exempt business in Singapore:

Provide is the easiest way for businesses to get insured in Singapore. Simply click the links below to purchase your cover online, in just 3 minutes!

CoverageExplanationPremium
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Commercial Property InsuranceCovers property damage from fire, explosions, certain types of water damage, etc.

 

Covers building structure, renovations, fixtures & fittings, equipment, & more.

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Public Liability InsuranceCovers lawsuits related to injuries or property damage to third-parties (e.g. members of the public).From $9/month
Work Injury Compensation Insurance (WICA Insurance)Covers your employees from work-related injuries/sickness, including Covid-19.

 

Pays up to $45,000 medical expenses per worker.

From $5/month, per worker

 

Categories Law

5 Easy Steps To Remove Your Company Auditor In Singapore

remove company auditor

Are you dissatisfied with your company’s auditor? Maybe you find that their prices are too high, or the service standards are sub-par. This guide will walk you through the 5 steps you’ll need to take to remove your company auditor in Singapore.

Summary steps on removal of company auditor:

  1. Call for a shareholder’s general meeting, with special notice
  2. Send a written notice to ACRA and the auditor you wish to terminate
  3. Pass a special resolution to remove the auditor
  4. Appoint a new auditor
  5. Update ACRA

Role of a company auditor:

An auditor will:

  • Make sure that a company’s financial reports are accurate
  • Make sure that the accounts comply with financial reporting standards

Accounting reports are one of the most fundamental ways that shareholders, and other interested parties, evaluate the strength (or weakness) of a business. These reports will be the basis of evaluating whether the company can continue to operate as a going concern. It is thus crucially important to ensure that these reports are reliable, so that the best business decisions can be made.

Who is exempt from having a company auditor?

If your company has been dormant since its formation, or since the end of the previous financial year, then you don’t need to appoint an auditor.

If your firm has been actively conducting business, then only private companies can be exempted from having an auditor. Publicly-traded firms must have an auditor.

If your private firm fits the following profile, then you are exempt from appointing a company auditor:

  • Companies with less than $10 million in annual revenue
  • Total value of assets less than $10 million
  • Fewer than 50 employees

You only need to fulfill 2 out of 3 of the above criteria. Read more in our guide to company audit exemptions.

How to remove a company auditor:

Step 1: Call for a shareholder’s general meeting, with special notice

The first step to remove a company auditor is to call for a shareholder’s general meeting. The law recognises that the removal of an auditor is a serious decision. You must therefore give special notice to all shareholders for this meeting.

A special notice means you’ll have to:

  • Provide written notice 28 days in advance, OR
  • Provide written notice 14 days in advance, IF practical reasons mean that a 28-day advanced notice is not possible

Special notices are meant to provide shareholders with adequate time to consider the issues to be discussed, and to prepare robust arguments and defenses. This optimises the quality of decision-making for the company. Removing an auditor should not be a discussion that is suddenly sprung on shareholders.

Step 2: Send a written notice to ACRA and the auditor you wish to terminate

Upon sending out the special notice to shareholders, you must then immediately inform two parties:

  1. ACRA
  2. The auditor you want to remove

What to send: Send them a copy of the special notice, informing them that you wish to remove the auditor.

Incumbent auditor’s privilege: The auditor you wish to remove has the legal right to respond to your notice to terminate their services. They may submit a representation (i.e. a written defense), and request that prior to the general meeting, this representation is sent out to all shareholders who will be in attendance. These rights are provided for under Section 205(5)(b) of the Companies Act.

The auditor may also request that their representations be read during the meeting, so that it is not simply glossed over by other matters. If this request is made, you must comply.

Deadline: The auditor must do this within 7 days of receiving your special notice.

This allows the auditor to present their case to shareholders directly, without intervention from management or the Board. This allows shareholders to view both sides of the argument to remove the auditor. This is helpful if, for example, the Board’s decision to remove the auditor is being motivated by schemes that may not be in the best interests of shareholders. For example, the Board may wish to select another auditor prepared to massage its financials more enthusiastically than the current one.

In the event where an auditor is being forced out to achieve such aims, shareholders can at least hear from the auditor directly, and make their own judgements. If need be, shareholders can then question the directors on their motives.

Penalties: It’s important to comply with the requirements to send these written notices, and to allow the auditor to present their case.

If company directors breach these rules, the punishments are a fine of up to $5,000. This fine applies to both the company itself, and every single director found guilty.

Step 3: Pass a special resolution to remove the auditor

There are two kinds of resolutions that companies can pass at shareholder meetings:

  1. Ordinary resolution: At least 50% of all votes
  2. Special resolution: At least 75% of all votes

Under Section 205 (4) of the Companies Act, you must pass a special resolution to remove an auditor. If you receive at least 75% of shareholders’ votes in favour of your resolution, then you can proceed to remove the auditor.

A special resolution, rather than an ordinary one, is required because of the central role that auditors play in safeguarding the accuracy of a company’s accounts. Having a high bar of 75% of votes ensures that companies cannot simply swap auditors around easily, e.g. to find an auditor that will play fast and loose with accounting standards to achieve nefarious aims. This helps to protect the interests of shareholders, and to ensure the general stability and investability of financial markets.

Step 4: Appoint a new auditor

You have 2 methods you can use to appoint a new auditor.

Option 1 – Appoint a new auditor at the same shareholder meeting

At the same time that you remove the auditor, you may also hold a vote to appoint a new auditor. The appointment of the new auditor must also be passed by a special resolution (at least 75% of all votes cast in favour of the resolution).

Option 2 – Appoint a new auditor later

If you don’t wish to appoint a new auditor immediately, you can do so later, within a specified time limit.

Here are the steps to do so:

  1. Schedule a new shareholder’s general meeting. This meeting must take place within 20 to 30 days of the previous meeting where you removed the auditor.
    1. Take note that 20 days is the legal minimum. You can’t hold the meeting earlier than this. 30 days is the legal maximum. See Section 205 (7)(b) of the Companies Act.
  2. Send a written notice to all shareholders at least 10 days BEFORE the general meeting.
    1. This notice must inform shareholders that a new auditor is going to be appointed. Provide background details of the proposed auditor.
  3. Hold the meeting, and pass an ordinary

The key difference here is that if you hold the shareholder’s meeting later, you only have to pass an ordinary resolution (vs a special resolution) to get the new auditor appointed.

This may be a good option to consider if the Board feels that the choice of auditor may cause contention amongst some shareholders. Some shareholders may even purposely vote against Board decisions as a form of leverage to get their interests carried out. 75% is not an easy bar to clear if you have many shareholders.

Step 5: Update ACRA

You must update ACRA within 14 days of your appointing a new auditor.

Here are the steps to update your ACRA records:

  1. Go to BizFile+
  2. Log in using your SingPass
  3. Click “File eServices”
  4. Click “Local Company”
  5. Click “Make Changes”
  6. Click “Change in Company Information Including Appointment/Cessation of Company Officers/Auditors”

Once you’ve completed step 5 – give yourself a pat on the back! Your company auditor has been successfully removed and replaced.

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Categories Law

4 Easy Steps To Remove Company Directors In Singapore

how to remove company directors

Not every employee that you hire will turn out to be the right person for the job. The same goes for company directors, who may need to be removed from the Board for a variety of reasons. This guide will walk you through the 4 simple steps you need to take to remove company directors in Singapore.

Summary of how to remove company directors:

Step 1: Call for a shareholders’ general meeting

Step 2: Pass an ordinary resolution to remove the director

Step 3: Appoint the director’s successor

Step 4: Update ACRA records with your new director’s details

Common reasons for removing a company director:

Company directors are accountable to their fellow directors and the company as a whole. If they’re not performing adequately, or have failed in their duties, then you may consider having them removed. Some common reasons that Boards remove their directors include:

  • Breaching their director’s duties, which is a serious lapse of professional conduct
  • Poor advisory skills or general lack of competence, leading to subpar performance of the company
  • Friction with other board members or key members of management
  • Personal indiscretions, like relationships with employees

Removal of directors must follow your company’s constitution:

Your company constitution will govern how directors can be appointed and removed. As such, if you have a constitution that varies significantly from the norm, you should reference your constitution when trying to remove a director. You should ensure that the removal of a director follows the requirements set out by your constitution, or legal action may be taken against the firm.

The steps listed here will be appropriate if your company’s constitution is either the frequently used Model Constitution, or if your constitution does not vary significantly from commonly adopted practices.

How to remove company directors in Singapore:

Step 1: Call for a shareholders’ general meeting

Generally, a director can only be removed via an ordinary resolution (i.e. a shareholder vote). To pass an ordinary resolution, you must first call for a shareholders’ general meeting. Send out notices to all shareholders at least 14 days in advance of the meeting.

You can shorten this 14-day advance notice period as long as your shareholders consent to it.

Shareholders’ meetings can be conducted electronically or via written means. You don’t have to meet in person.

Step 2: Pass an ordinary resolution to remove the director

At the shareholders’ meeting, hold a vote. If at least 50% of the shareholders vote to remove the director, then the ordinary resolution is passed.

Votes can be conducted electronically or via written means.

Step 3: Appoint the director’s successor

Under Section 152 (1) of the Companies Act, your removal of a director will not be complete until after you appoint a successor. You must replace the terminated director with someone else, otherwise the person you wanted to remove will still remain a director!

To learn the 5 easy steps on how to appoint a director in Singapore, click here.

If you’re thinking about some qualities that are helpful to have in your new director, you may want to consider this list of useful board director characteristics.

Step 4: Update ACRA records with your new director’s details

You must update ACRA within 14 days of the removal of a director. You can do so via BizFile+, which is ACRA’s online business services portal.

Here are the steps to do so:

  1. Go to BizFile+ (click here for the link)
  2. Log in using your SingPass
  3. Click “File eServices”
  4. Click “Local Company”
  5. Click “Make Changes”
  6. Click “Change in Personal Particulars of Company Officers”
  7. Fill in the details of the new director

How long does it take ACRA to reflect the changes?

Usually it takes 1-2 days for ACRA to process updates for the removal and appointment of directors.

What information do I need for my newly appointed director?

ACRA will require the following information to be provided:

  • Name (with deed poll)
  • NRIC, or FIN, or Passport number
  • Residential Address
  • Nationality
  • Land line number
  • Mobile number
  • Email

Frequently asked questions on removing company directors:

Who can remove a director from the Board?

Only shareholders can remove directors.

A director cannot simply remove another director. This is a very important legal mechanism that safeguards the interests of the company and its shareholders. Directors are charged with overseeing the company, and must act in the best interests of the firm, above their own interests. If a director could simply terminate another director for reasons like silencing dissent, then the board’s ability to remain an objective overseer for shareholders would be fundamentally crippled. Removing a director is a decision that can only be made through the will of shareholders.

Can a director be removed without their consent?

Certainly. As long as a simple majority of shareholders (above 50%) vote to remove the director, then the director’s objections are irrelevant. No one is ever willingly fired, but I suppose that’s very much the point of telling someone they have to go.

Can minority shareholders remove company directors?

Directors have to be removed by a simple majority of shareholders. If a minority shareholder is unhappy with a director, they will need to convince fellow shareholders on the strength of their case, and build alliances with them. Such an alliance of shareholders needs to form a voting bloc with a simple majority (above 50%.)

Such scenarios commonly occur with activist hedge funds, who may build minority positions of 5-10% in a public company, and then seek to oust current members of the Board to install their own directors. This is so that they can agitate for changes like a shift in strategy, particularly if the company has been underperforming.

Removing a director from a public company:

Removing directors from a publicly-traded firm in Singapore follows the same steps outlined above.

  1. Call for a shareholders’ general meeting
  2. Hold a vote and pass an ordinary resolution
  3. Appoint the successor
  4. Update ACRA records

The only key difference is in Step 1 (calling for a shareholders’ meeting). For public companies, the advance notice period for a shareholder’s meeting is generally 28 days. Again, this advance notice period can be shortened as long as shareholders’ consent is given.

Sometimes, public company constitutions may provide for special requirements to remove directors – e.g. having to pass a special resolution, rather than an ordinary resolution. A special resolution requires at least 75% of shareholder votes to be effective, compared to the >50% mandated by an ordinary resolution. Make sure to follow the company’s constitution when removing directors of public firms.

Directors’ liabilities after removal:

Director’s liabilities do not simply end when they leave their directorship. Directors can continue bearing liabilities for a long time even after they stop serving their companies. In fact, a significant portion of lawsuits against directors happen several years after they leave their previous boards! Read our comprehensive guide about director liabilities after resignation here.

This carriage of liabilities long after directors leave their boards is why Directors & Officers Liability Insurance is so crucial. If you’re a company director, you have to make sure to carry this insurance to protect yourself! It covers the costs of lawsuits filed against you, so you don’t have to fork out hundreds of thousands (or millions) to defend yourself in Court.

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Categories Law

Directors Duties in Singapore: 8 Do-or-Die Responsibilities

directors duties and responsibilities

Most people think that the CEO wields all the power in the company, but the CEO is really only the 2nd highest position in any company. Ultimate power really rests with the company’s Board of Directors. Directors are the individuals who are ultimately responsible for ensuring that the company’s best interests are fulfilled. Because directors wield the greatest legal power over a company, they have a significant list of highly important directors’ duties that they must discharge with great care and deliberation. Directors who fail to perform these duties can face significant legal liability.

The 8 Key Duties of Directors in Singapore:

  1. Duty to act in good faith
  2. Duty to act in shareholder’s interests
  3. Duty to act in employee’s interests
  4. Duty to act in creditor’s interests
  5. Duty to use powers for proper purpose
  6. Duty to disclose material interest in transactions
  7. Duty to disclose conflicts of interest
  8. Duty to use reasonable skill, care, and diligence

Fiduciary duties:

Definition: A fiduciary duty is a duty to put another person’s interests above your own.

Duties 1 to 5 in the list below are called “fiduciary duties”. A fiduciary duty is the highest and most sacred duty recognised by the law.

Some key examples of fiduciary duties include:

  • Doctor-patient relationship
  • Lawyer-client relationship
  • Partner-partner relationship (e.g. in a law firm LLP)
  • Trustee-beneficiary relationship (e.g. in a family trust fund)

1. Duty to act in good faith

As a director, your ultimate responsibility is your duty to act in good faith. This means you must act in the best interests of the company as a whole.

At all times, company directors:

  1. Must act honestly, and conduct reasonable due diligence for all their dealings
  2. Must NOT use their position to gain an advantage or profit for themselves
  3. Must NOT enter into a conflict of interest with the company
  4. Must NOT use their position to cause the company harm

The interpretation of what is truly in the “best interests of the company” might appear to be subjective. However, the Courts actually apply an objective test when faced with lawsuits concerning directors who act in bad faith. The legal test is this: would an honest and intelligent man reasonably think your actions to be in the best interests of the company? As you go about your director’s duties, it is worth bearing this legal standard in mind.

Under Section 157 of the Companies Act, it is an offence for a director to:

  • Act dishonestly or recklessly
  • Use their position to gain personal advantage or profit
  • Cause the company to suffer harm

If a director breaches Section 157 and is convicted, they can be:

  • Held liable to pay the company compensation for any profit illegally earned by the director, or any losses incurred by the company as a result of the dishonesty
  • Jailed up to 1 year, and/or fined up to $5,000

Further elaboration on directors’ duty to act in the company’s interests:

Acting in the best interests of the company doesn’t mean that every single decision has to produce a profit for the company. Directors will make mistakes. They may decide to okay management’s decision to roll out a new product that eventually fails. They may decide to expand into a new overseas market that ends up generating losses. Under Singapore law, directors will not be held liable for such business decisions, as long as they made them in good faith.

2. Duty to act in shareholders’ interests

Since shareholders own the company, acting in the best interests of the company generally also means acting in the best interests of shareholders. Now, this doesn’t mean that directors should simply follow the demands of shareholders without any independent thought.

Directors must be careful not to act in the interests of any one shareholder, or any particular group of shareholders. Directors must represent the company as a whole, which also means representing shareholders as a whole. Remember that the duty of a director is to act in the interests of the “company as a whole”. This means that and shareholders are but one component of the company. Directors should not act in a way that actively harms the interests of shareholders.

Shareholders have the power to hold directors to account, if they feel that they have been unfairly treated. This applies not only to majority shareholders, but also to minority shareholders, who without the law would have little recourse to directorial oppression.

Shareholders can initiate legal action to:

  1. Modify or block a transaction or company resolution
  2. Purchase shares of the company or shares belonging to other shareholders
  3. Reduce the company’s paid-up capital
  4. Wind up the company
  5. Change the way company affairs are handled

3. Duty to act in employees’ interests

Directors have a duty to consider their employees’ interests when making decisions. Directors should not hold employee interests above shareholder interests, but should accord due consideration to employees when making decisions. Sometimes, directors must make difficult decisions that will affect many employees. For instance, in difficult times, directors may decide that retrenchments are necessary to save the company. Generally, such actions are not bad faith decisions, since even though they may be against the interests of (some) of the employees, they are undertaken with the ultimate best interest of the company as a whole.

4. Duty to act in creditors’ interests

When a company has taken on debt, directors must be careful to also consider the interests of creditors. Corporate Finance 101 teaches that creditors have the first claim on company assets. As such, it’s important that directors do not take actions that would unduly jeopardise the repayment of debt. Otherwise, directors can be held liable for some very serious penalties.

There are important directors’ duties here that must be fulfilled:

  1. Directors cannot take on debt if they know the debt likely can’t be repaid
  2. Directors cannot take on debt if they know that the company is approaching insolvency, or is already insolvent
  3. Directors cannot continue trading (i.e. running the business) if they know the company is insolvent

It is a criminal offence to breach the above conditions. Criminal penalties will vary depending on the offence. For instance, if directors infringe upon the 2nd condition in the list above (taking on debt while business is insolvent or approaching insolvency), they can be jailed up to 3 months, and/or fined up to $5,000.

Ignoring creditors’ interests as a director can unleash serious consequences

In addition to criminal penalties, the Courts can also order such directors to bear unlimited personal liability for all debts incurred by the company. This means that even if the company is organised as a Private Limited entity, limited liability protections will not apply. This is called “piercing the corporate veil”.

These are hugely significant liabilities. If you’re a director and your company owes other entities money, make sure to manage your company’s finances with extra diligence. Don’t take actions that would impair the ability of the company to repay the entities that you owe money to.

What happens to directors’ powers when a company becomes insolvent?

When a company is insolvent, directors no longer have power over the company. Power over the company’s affairs is transferred to creditors. The creditors’ interests now become paramount, and must be considered above the interests of other parties, such as the shareholders. This is because the assets of the company don’t truly belong to the company anymore – it is really the assets of the creditors, since they are the ones who loaned money to the company and have a right to be repaid.

5. Duty to use powers for proper purpose

The scope and purpose of a director’s powers is defined by the company constitution. The constitution is made up of:

  1. Articles/memorandums of association
  2. Shareholder resolutions that have been passed
  3. Other constitution agreements that may apply (e.g. joint venture agreements)

Directors must only act within the boundaries of the company’s constitution.

They cannot use their powers in ways, and for purposes, that exist outside of these boundaries. If directors do so, then their actions are considered invalid. Shareholders can apply to the Courts to invalidate such actions. It’s important to note here that if a director acts outside of his scope of powers, their actions are considered legally invalid, even if the director acted in good faith.

If the company learns of such actions, there are two courses of action that the company can take:

  1. Invalidate the director’s action
  2. If the company suffered a loss as a result of the director’s actions, the company can demand that the director compensate the firm for the loss

Consider the following hypothetical situation.

Example: A company has a constitution that prohibits any investment that requires more than $10 million in capital. If the directors wish to approve such investments, they must first seek the consent of shareholders, and receive at least 50% approval. This clause was written into the constitution to ensure oversight over riskier investments. The directors of this company, however, went ahead to approve a $20 million investment plan without seeking shareholder approval first. This decision was made after rigorous analysis showed a hugely profitable opportunity existed for the company. The directors felt their actions were justified, since they were acting in the company’s and shareholders’ best interests.

Verdict: The directors’ actions are void in the eyes of the law. They may have acted in utmost good faith to secure a profitable investment for the firm, but that is irrelevant here. The directors had a responsibility to act only within the powers granted to them by the company constitution. They disregarded this material fact, and actively pursued a course of action that was expressly prohibited. If the shareholders so wish, they have a right to strike out the directors’ decisions, and file a lawsuit against them for a breach of directors’ duties.

6. Duty to disclose material interest in transactions

Under Section 156 of the Companies Act, directors are legally required to disclose any material interest they have in company transactions. This is to prevent “self-dealing”, where the directors personally benefit from company transactions.

Example: A director’s family member owns a company. The director’s company proceeds to acquire his family member’s company, on the pretext of “strategic synergies”. This is a clear case of material interest/self-dealing. The material interest must be disclosed to the company before it can be completed. Otherwise, the director can face both criminal and civil liabilities. If convicted, directors can be jailed up to 3 months, and/or fined up to $5,000.

7. Duty to avoid conflicts of interest

Directors must generally avoid putting themselves in positions where their interests would compete with the interests of the company. Remember, a fiduciary duty means that the interests of the company must be placed before the interests of the director.

Some examples of conflicts of interest include:

  1. A director owning shares in a competitor
  2. A director receiving compensation from a supplier, whose goods are being purchased by the director’s company
  3. A director holding another directorship in a firm that does business with the director’s company

It’s important to note that the law treats the interests of immediate family members (e.g. a child or a sibling) as the director’s own interests. This means that the appropriate disclosures must be made if any family members are involved in the same company, or another firm that the director’s company is dealing with. If such disclosures are not made, the offending directors can face jail time, fines, and lawsuits from the company and its shareholders/fellow directors.

8. Duty to use reasonable skill, care, and diligence

Given that the Board of Directors is the ultimate body providing oversight over the entire company, all members of the Board are expected to perform their jobs competently.

The law establishes two tests to judge whether a director has exercised reasonable skill, care and diligence.

First test: Possession of reasonable skill and knowledge

Does the director possess the skills and knowledge that a reasonable person would expect of someone in that position?

For example, a reasonable expectation of the skill level required to be a director of a $100 billion-dollar global corporation, would be very different from a director sitting on a $1 million-dollar local company.

Second test: Act with reasonable skill and knowledge

Did the director act according to the skill and knowledge they had?

For example, if a director is a chartered accountant, and sits on the company’s audit committee, then did the director utilise his accounting background to properly keep the firm’s finances in check?

The first test establishes a baseline level of skill that all directors should possess, in relation to their position and the company they’re serving on. The second test ensures that directors with specialised skillsets actually bring those skills to bear in their directorships for the good of the company.

If directors act without exercising due skill, care, and diligence, they can be found guilty of negligence. Directors’ negligence is a very common cause of lawsuits filed against directors.

Categories Law

The Best Guide to Directors Fees in Singapore

how to pay directors fees

A good director can make a great impact on your company. They can provide strategic advice when you’re feeling lost. They can offer business connections to help you expand. And if they’re someone prominent, they can lend your company an immediate boost in credibility. Of course, all these benefits will come at a price. If you want to attract competent individuals to join your Board of Directors, then you’ll need to compensate them fairly. This guide will explain the process of paying directors fees in Singapore.

Contents:

  1. Types of fees that directors can be paid
  2. Approval process for directors’ fees
  3. Disclosing director’s fees
  4. Taxes on director’s fees
  5. CPF contributions for director’s fees
  6. Golden parachutes for directors

1. Types of fees that directors can be paid:

After you’ve appointed directors to your Board, you are free to compensate them for the services they’ll provide to your company. If you’re trying to recruit a prominent individual to join your board of directors, this is a useful way to incentivize them, beyond simply offering them shares in your venture.

There are two ways that you can pay directors:

  1. Director fee
  2. Director salary

Paying Directors a fee:

Directors’ fees can include the following types of compensation:

  • Cash
  • Stock
  • Allowances as far as they are charged to Singapore income tax (e.g. meal allowances, travel allowances)
  • Other benefits (e.g. usage of company facilities, company cars, company club memberships, company discounts, company air miles, company private jets, etc.)

Common question: Can directors’ fees be paid monthly?

Yes, you can pay directors’ fees monthly. You just need to ensure that this is stated in the directors’ letter of appointment.

Paying Directors a salary:

You can also pay your director a regular salary. Do note that if you pay your director a salary, they would be considered a company employee, and thus be classified as an Executive Director. If you want to compensate someone who is a Non-Executive Director, or an Independent Director, a director’s salary will thus not be appropriate. This is because Non-Executive Directors and Independent Directors can’t be employed by the company. You would have to pay such individuals a directors’ fee instead.

2. Approval process for directors’ fees:

Directors’ fees: Pursuant to Section 169 (1), of Singapore’s Companies Act, you must pass an ordinary resolution to allow the company to pay directors’ fees. An ordinary resolution is simply a vote held in a shareholders’ meeting, where at least 50% of the shareholders must vote in favour of the resolution.

Directors’ salary: Unlike with directors’ fees, directors’ salaries don’t need to be approved via an ordinary resolution. You just need to pass a Board resolution (basically get your Board of Directors written consent) to pay the directors’ salary.

3. Disclosing directors’ fees

It is not explicitly required that you disclose to your shareholders the fees paid to your directors’. However, in the interest of corporate transparency, it is recommended that you make this disclosure in your Annual Report. This is in line with standards in Singapore (and internationally) on ensuring that shareholders have a view into the way the company compensates key office holders.

If you don’t disclose directors’ fees voluntarily, Singapore law allows shareholders to compel the company to disclose the amount of compensation paid to directors. This power is provided for under Section 164A (1) of the Companies Act.

You can be compelled to disclose directors’ fees if:

  • At least 10% of the total members of the company issues you a written notice, or
  • A member (or multiple members) with at least 5% of the total issued shares of the company issue you a written notice

If you receive such a notice, you must provide an audited statement declaring all fees paid to directors’. You have to provide this statement within 14 days of receiving the notice.

If you fail to do this, all company directors, and the company itself, will be subject to a fine of up to $10,000 each.

4. Paying taxes on directors’ fees

Tax rates will depend on your residency status in Singapore.

Resident director: Your directors’ fee is taxed at your personal income tax rate.

Here’s a table of tax rates in Singapore (accurate as of publication date):

Chargeable income (SGD)Income tax rate
First $20,000

Next $10,000

0%

2%

First $30,000

Next $10,000

3.5%

First $40,000

Next $40,000

7%

First $80,000

Next $40,000

11.5%

First $120,000

Next $40,000

15%

First $160,000

Next $40,000

18%

First $200,000

Next $40,000

19%

First $240,000

Next $10,000

19.5%

First $280,000

Next $10,000

20%

First $320,000

Above $320,000

22%

Source: IRAS

Non-resident director: Your directors’ fee is taxed at a flat rate of 22%.

Further clarification on residency status, for tax purposes:

Resident: You are considered a resident of Singapore if you are:

  • A Singapore Citizen or PR, and live in Singapore
  • A foreigner who is present in Singapore for at least 183 days in a year

Non-resident: You are considered a non-resident of Singapore if you are:

  • A foreigner who is present in Singapore for less than 183 days in a year

5. CPF contributions for directors’ fees

If you pay directors’ fees: No CPF contributions are necessary.

If you pay directors’ salaries: You must contribute CPF, since this is a salary payment.

Here is a table of prevailing CPF contribution rates for directors (accurate as of original date of this article’s publication)

Age of directorCPF contribution by employer
Up to 55 years old17%
55 to 60 years old13%
60 to 65 years old9%
Above 65 years old7.5%

 

6. Golden parachutes for directors

You might have read of golden parachutes in the news. High-flying executives of large corporations getting handed severance packages worth tens, or even hundreds of millions of dollars, sending them off into a gilded sunset.

Case in point: In 2019, MacDonald’s ex-CEO, Steve Easterbrooks, received a USD $57 million golden parachute after being fired. Easterbrooks had been terminated after the MacDonald’s Board found evidence that the former CEO had engaged in relationships with several employees, which was forbidden by policy.

Now, unless you run a global corporation, you’re probably not going to be able to dole out $57 million dollar golden parachutes for yourself or your directors. However, even if you had the financial capacity to do so, there are important laws you have to abide by if you wish to pay golden parachutes to directors.

Under Section 168 (1) of the Companies Act, it is illegal to make payments to i) non-executive directors, and ii) independent directors, upon them leaving their positions, unless you receive consent from shareholders.

You can only make a golden parachute payment under the following conditions:

  • You disclose details of the payments to shareholders
  • You obtain shareholder approval in a general meeting prior to the payment being made

This is an important rule to prevent management from corrupting the Board of Directors. If Board members know that they can freely obtain golden parachutes upon leaving the Board, it might allow management to pervert the incentives of the Board members. For instance, management might require the Board’s approval for a significant increase in a management pay package. Management could dangle golden handshake incentives in order to convince the Board to vote for the increase in management pay. Forcing management to disclose details of such payments and to seek consent before any payments can be made reduces the chances of such perverse incentives being passed.

The only exception to this rule is for payments made to executive directors who leave office. You can pay executive directors (who are considered employees of the company) a golden handshake, without receiving shareholder approval. This is permissible only if:

  • You disclose details of the payment upon or prior to the payment
  • The golden handshake payment does not exceed total compensation paid to the director in the financial year before the director left office

Example: Michelle is COO of your company. She is also a member of your Board of Directors. Michelle retires, and you decide to honour her years of service with a golden handshake payment. In the financial year before Thomas’ retirement, her total compensation was $300,000. To comply with Singapore law, you decide to award her a golden handshake sum of $250,000. Also, you sent out a letter to inform your company’s shareholders that you were planning to do this.

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Categories Law

Appointing Company Directors in Singapore: 6 Easy Steps

how to appoint company directors

Are you looking to add a someone new to your Board of Directors? Or maybe you’ve recently set up a firm, and need to add your first director. This article will give you a step-by-step guide on how to appoint company directors in Singapore.

Contents:

  1. 6 steps to appoint company directors:
    1. Ensure individual is qualified to be a company director
    2. Decide on the type of company director
    3. Hold a shareholder’s general meeting
    4. Pass an ordinary resolution
    5. Have the nominated director provide written consent
    6. Notify ACRA within 14 days of the appointment
  2. Directors’ responsibilities
  3. Paying fees to company directors
  4. Removing a company director
  5. Directors & officers’ liability

All companies in Singapore must have a minimum of 1 director. This director must be ordinarily resident in Singapore. If you’re living here, that’s an easy condition to fulfil. If you’re based overseas, you may need to use nominee directors. Many corporate secretary firms in Singapore will offer this service. If you need to utilise nominee director services, check out our list of the top 5 online corporate secretaries in Singapore that offer this service.

Step 1: Ensure your chosen individual is qualified to be a company director

The person you appoint as a director must:

  1. Be at least 18 years’ old
  2. Possess full legal capacity, meaning they can’t be mentally incapacitated
  3. Not be an undischarged bankrupt (ex-bankrupts are OK)
  4. Not have been the director of 3 or more companies that have had their names struck off the corporate register in the last 5 years
  5. Not have been convicted of any crime related to fraud or dishonesty, and been imprisoned for such a crime for 3 months or more
  6. Not have failed to comply with directors’ duties in previous companies. Examples include failing to file annual returns, filing tax documents, and other requirements under the Companies Act

The above requirement are laid out under the Companies Act, and reiterated by ACRA.

Step 2: Decide on the type of company director

There are 4 main types of company directors that you can officially appoint. Decide which one of these your new Board member will be:

  1. Executive Director: Typically, an Executive Director will serve both as an employee of the company, and as a member of the Board. Usually, only the most senior members of management will serve in this role – e.g. the CEO.
  2. Non-Executive Director: Not an employee of the company, and is not involved in the day-to-day affairs of operating the firm. Non-Executive Directors typically serve an advisory role.
  3. Independent Director: Someone with no relationship to the company, and the company’s affiliated entities, that could interfere with the director’s judgement. An independent director should not have any of these relationships or vested interests. This will allow them to exercise free and objective judgement that will serve the best interest of the shareholders.The Code of Corporate Governance in Singapore has spelled out qualifying guidelines for independent directors:
    – Not have more than 5% shareholdings in the company or its related entities
    – Not be an immediate family member of any employee of the company, or anyone who has been employed by the company in the last 3 years
    – Not be receiving any kind of compensation from the company, except for directors’ fees paid by the company
    – Not be an executive officer of any for-profit company that has transacted over SGD 200,000/year with the company
    – Not have been employed by the company or its affiliates in the last 3 years
  4. Nominee Director: An individual who’s nominated by a significant shareholder to act as a director on their behalf. Nominee directors are frequently used by foreigners, or business owners based overseas, to fulfil directorship requirements in Singapore.

The law also recognises alternative types of company directors. These are not directors that you will formally appoint, but whose position or behaviour qualifies them as a director:

  1. De Facto Director: An individual who is not officially nominated as a director, but who acts like one. A de factor director, even though he is not a director in name, has the same responsibilities and liabilities as a director.
  2. Shadow Director: An individual who is not officially nominated as a director to the company, but who instructs or advises other directors on their duties. Shadow directors are similar to de facto directors, and also have the same duties and liabilities as fully appointed directors.

Step 3: Hold a shareholder’s general meeting

To hold a shareholder’s meeting for the nomination of a director, send out a notice to all shareholders. Usually, such notices are meant to be sent at least 14 days before the meeting. However, in practice, you don’t have to adhere to this 14-day advance notice if all your shareholders agree to a shorter timeline (e.g. 2 days advance notice).

It’s not necessary to actually organise a meeting in person. If you’re holding a meeting to appoint a new director, you can simply send out a notification of the meeting electronically.

At the shareholder meeting, here are some general discussion points that may be helpful to review:

  • Qualifications of the chosen company director
  • What value would the chosen director add to the company
  • Disclosure of potential conflicts of interest, like other shareholdings and directorships currently held

Step 4: Pass an ordinary resolution

To pass an ordinary resolution, hold a vote amongst all the shareholders in the company. If 50% or more of the shareholders vote in favour of the ordinary resolution, then the resolution is passed. You may hold this vote electronically.

Step 5: Have the nominated director provide written consent

Once the ordinary resolution to appoint your director is passed, you’ll need the director’s written consent. You must use ACRA’s Form 45 (click here to access a sample) to do this.

Form 45 is just a simple 2-page document for the appointed individual to declare that they are fit to stand as a director, and for them to provide their personal details (e.g. name, NRIC, birth date, etc.).

Step 6: Notify ACRA within 14 days of the appointment

Once your director has been appointed, you must notify ACRA within 14 days. You can do this online using BizFile+, which is ACRA’s online business services platform.

Here are the steps to notify ACRA of your newly appointed director:

  • Go to BizFile+ (click here for the link)
  • Log in using your CorpPass
  • Click “Change in Company Information”
  • Click “Change in Officers”
  • Provide the details of your new director, and the date of appointment

How long does it take for ACRA to process updates on company directors?

ACRA will usually take about 1-2 days to reflect the newly appointed director, in most cases.

Directors’ powers:

As a member of the highest echelon of power in the company, a director possesses certain key powers not available to management.

Directors can do the following without passing an ordinary resolution (i.e. holding a shareholder vote):

  • Borrowing funds for the company
  • Lending funds to other entities
  • Investing company funds
  • Selling company assets
  • Opening a corporate bank account

Directors can the following with a shareholder vote:

  • Declare dividends
  • Appoint new directors
  • Appoint auditors
  • Make changes to the company constitution

Directors’ duties:

As a member of the Board of Directors, Directors must always act in the best interests of the company and its shareholders. Directors must also fulfil their responsibilities that are laid out in Section 156 of the Companies Act. For a comprehensive overview, read our guide on the list of directors duties in Singapore.

Paying fees to company directors

You can choose to pay fees to your company directors. If your newly appointed director is providing advisory services to your company, or is on your Board to lend prestige/credibility to your firm, then it’s customary to pay them a fee. There aren’t any limits or minimum fees required – it’s up to you to decide the amount.

All directors’ fees must be approved by the Board of Directors. To do this, you must pass a resolution in a shareholder’s meeting. However, if your director is an employee of the company (i.e. an Executive Director), then you don’t need Board approval to pay them directors’ fees.

For directors residing in Singapore, directors’ fees are taxed at the rate of the individual’s personal income tax bracket. Non-resident directors’ will have their fees taxed at at a flat rate of 22%.

For more information about directors’ fees, click here.

Removing a company director

To remove a company director, you must pass an ordinary resolution, just like you did when trying to appoint the director.

You must inform ACRA within 14 days of the removal of a director. Use ACRA’s online portal at BizFile+.

Directors’ liabilities

If you run a Pte Ltd entity, and the company is sued, you generally have limited personal liability. That’s the whole point of running a Private Limited firm.

However, if you are sued personally as a director, you have unlimited personal liability. This is a point that not many directors are aware of.

As such, it’s critical to have Directors and Officers Liability Insurance in place.

Categories Law

5 Best Online Corporate Secretaries in Singapore 2021

online corporate secretary singapore

Introduction

Are you thinking of incorporating a new company in Singapore? Or maybe you’re tired of your current corporate secretary, and are looking to switch to a new provider. Whatever your situation is, there’s never been a better time than now to consider using an online corporate secretary. Online corporate secretaries provide an affordable, quick, and highly convenient experience for secretarial-related services. Whether you want to start a new business, issue new shares, or remove a director, these online firms have got you covered. To help you decide which company to use, we’ve put together this guide on the 5 best online corporate secretaries in Singapore for 2021.

What is a corporate secretary?

First off, let’s start by establishing the role of a corporate secretary. In Singapore, all companies are required by law to appoint a company secretary within 6 months of incorporation. A corporate secretary’s main functions are to ensure that the company fulfills statutory requirements, the company practices good corporate governance, and shareholders’ interests are protected.

A corporate secretary helps you achieve this by filing your annual returns, assisting you with share transfers, appointing directors, and more. Corporate secretaries take on these mundane administrative tasks so that you can focus on more important business matters.

How are online corporate secretaries different from traditional corporate secretaries?

Both traditional and online corporate secretaries offer the same set of services. The biggest difference, however, lies in the speed, convenience, and price. Online corporate secretaries often operate much more quickly than their brick-and-mortar counterparts. Because they’re online, they tend to charge lower prices too.

The 5 best online corporate secretaries in Singapore 2021 (no particular order):

#1. Osome

Osome (pronounced as “awesome”) is an online corporate secretary that provides a full spectrum of services. The company was founded in 2017. Osome has raised over USD $5 million in venture capital funding, being part of a recent wave of online corporate secretary startups sweeping the industry.

Osome Corporate Secretarial Services Summary

CategoryService CostWhat’s included
IncorporationIncorporation package (Singaporeans/PRs)

 

Free

 

Free with purchase of corporate secretary (unlimited package). See below.

 

Incorporation only (Singaporeans/PRs)$350

 

Company registration with ACRA only

 

Incorporation package (Foreigners)

 

$2,250

 

Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

 

Incorporation package + employment pass (Foreigners)

 

$2,650Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

Employment pass

 

Corporate secretaryCorporate secretary (basic package)

 

$300/year

 

 

Annual returns filing

Annual AGM preparation

 

Corporate secretary (unlimited package)$600/yearAnnual returns filing

Annual AGM preparation

Change of company name, officers, officers’ particulars, address, business activity

Transfer of shares

Allotment of shares

Dividend distribution

*(Comes with free incorporation)

 

Add-ons:

Company stamp

CorpPass registration

Strike-off company

Super lean package

 

$60

$100

$600

$1000

 

 

Accounting and taxationAccounting (mini package)$600/year upfront, or

 

$60/month

Limit: 60 transactions/year

Annual management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Annual bookkeeping

Accounting (starter package)$1200/year upfront, or

 

$120/month

Limit: 480 transactions/year

Quarterly management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Daily bookkeeping

Personal accountant and bookkeeper

 

Osome’s range of services include:

a. Incorporation: Osome will register your company for you with ACRA, and will provide you with a company constitution. All government charges are included in their service fee. Their incorporation package includes up to 3 shareholders, and you can add extra shareholders for $50 per person. Osome claims that once you have your documents ready, most company incorporations can be done in under 1 hour.

Osome also has specifically designed packages for foreigners. For $2,250, you can get an incorporation deal that includes registration with ACRA, nominee directors, and. This helps you to easily set up companies without having to find a resident Singaporean to be on your company board. For $2,650, you can throw in an employment pass application as well.

b. Corporate secretary: Osome has 2 packages – Basic and Unlimited. Under the Basic Package ($300/year), Osome will take care of, well, just the basics. You’ll get your annual ACRA filings which are required by law, and also preparation for your AGM. This is a barebones package that’s suitable for companies that really aren’t experiencing any changes to shareholders, directors, or location changes.

Under the Unlimited Package ($600/year), Osome will take care of much more. You get what’s included in the Basic Package, plus changes to directors, shareholders, addresses, issuance of new shares, dividend distributions, and more. If you need to make regular changes to any of these things, then it’s best to go with the unlimited package. For a set yearly fee, you’ll have access to all these services which makes it pretty cost-efficient.

Do note that if you sign up for the Unlimited Package, you will get a free company incorporation. So, if you’re registering a new company, it’s advisable to consider getting the unlimited package so you can make use of the various secretarial services, whilst saving money on the incorporation fees.

Osome also offers multiple useful add-on services, like company stamp supplies, Corp-Pass registration, company strike-offs, and more.

c. Accounting and taxes: Unless you’re running an accounting practice, few business owners are going to enjoy trying to reconcile their books regularly. Osome takes care of this for you with their accounting subscription service. For $600/year, you can get a basic package that allows for 40 transactions each year. Their starter package from $1,200/year covers 480 transactions, and you even get a personal accountant/bookkeeper assigned to you. They also have custom plans available if you handle much higher transaction volumes.

#2. Sleek

Sleek is an online corporate secretary that offers a comprehensive set of services. The company was founded in 2015. The company has raised over USD $5 million in venture capital funding.

Sleek’s pricing scheme is slightly different from the other companies in this list. Whereas companies like Osome charge based on the level of service, Sleek charges based on the number of shareholders you have.

Sleek’s range of services include:

Sleek Corporate Secretarial Services Summary

CategoryService CostWhat’s included
 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporation

Incorporation

 

$300

(1 shareholder)

 

$420

(2 shareholders)

 

$480

(3 to 5 shareholders)

 

See website for more pricing options.

 

Employment pass$980

 

Company registration with ACRA only

 

Dependent pass

 

$780

 

Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

 

Incorporation + corporate secretary + nominee director + employment pass

 

$2,780 (assumes 1 shareholder)Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

Employment pass

 

Corporate secretaryCorporate secretary$300

(1 shareholder)

 

$420

(2 shareholders)

 

$480

(3 to 5 shareholders)

 

See website for more pricing options.

 

Annual returns filing

Annual AGM preparation

Change of company name, officers, officers’ particulars, address, business activity

Transfer of shares

Allotment of shares

Dividend distribution

 

Add-ons:

Strike-off company

Nominee director

 

$500

$1,500/year

Accounting and taxationAccounting (mini package)$600/year upfront, or

 

$60/month

Limit: 60 transactions/year

Annual management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Annual bookkeeping

Accounting (starter package)$1200/year upfront, or

 

$120/month

Limit: 480 transactions/year

Quarterly management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Daily bookkeeping

Personal accountant and bookkeeper

a. Incorporation: Sleek will register your company for you with ACRA, and all government charges are already included in their incorporation fee. Unlike other companies in this list, do note that the number of shareholders you want to include will change your incorporation fee. For instance, 1 shareholder will cost $300. 10 shareholders will cost $780. Use their price calculator to check how much you’ve had to pay.

If you’re a foreigner who wants to incorporate a local company and move to Singapore, a full incorporation package from Sleek is slightly pricier than Osome’s. Assuming you only have 1 shareholder, the incorporation itself will cost you $300, a corporate secretary another $300, a nominee director will cost $1,500, and an employment pass $980. Sleek’s total is $3,080 versus Osome’s $2,650.

If you don’t need an employment pass, then Sleek’s package can be slightly cheaper. Assuming you only have 1 shareholder, Sleek’s foreigner incorporation package is $2,100 versus Osome’s $2,250. If you have 3 or more shareholders, then Sleek’s package becomes more expensive with rates starting from $2,280.

b. Corporate secretary: Sleek’s corporate secretarial services also differ in pricing based on the number of shareholders. 1 shareholder will cost $300/year, while 10 shareholders will cost $780/year. Unlike Osome’s two-tier system, Sleek’s corporate secretarial services are a one-tier plan. Once you sign up, you get have unlimited access to their secretarial services.

Sleek will do your annual ACRA filings and preparation for your AGM. You’ll also have unlimited access to changes to directors, shareholders, addresses, issuance of new shares, dividend distributions, and more. If you have a small number of shareholders, then Sleek’s one-tier plan represents great value for you, since it basically costs the same as Osome’s basic plan but offers you Osome’s unlimited-tier of services. On the other hand, if you have lots of shareholders, then Sleek’s plans may not make as much sense as the from the other companies in this list.

c. Accounting and taxes: Sleek’s accounting services come in four tiers. They offer bookkeeping, management reports, corporate tax returns, and even free payroll (for a limited number of employees). They also offer add-on services like multi-currency accounting and GST registration.

#3. Cabin

Cabin is an online corporate secretary that provides a full suite of secretarial services. The company was founded in 2017. The founders come from a pedigreed entrepreneurial background, having previously started Grain, a well-known meal delivery startup in Singapore.

Cabin’s range of services include:

Cabin Corporate Secretarial Services Summary

CategoryService CostWhat’s included
IncorporationLean incorporation

 

$150

 

Company registration with ACRA

 

Standard incorporation$300

 

Company registration with ACRA

1 year of corporate secretary services

 

 

Value incorporation

 

$1,150

 

Company registration with ACRA

3 years of corporate secretary services

 

Corporate secretarial serviceCorporate secretary$350/yearAnnual returns filing

Annual AGM preparation

Contact Cabin for exact list of services included.

 

 

Accounting and taxationAccounting (annual package)From $750/year

 

Annual management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Annual bookkeeping

Accounting (quarterly package)From $300/quarterQuarterly management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Daily bookkeeping

Personal accountant and bookkeeper

Accounting (monthly package)From $200/monthMonthly management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Daily bookkeeping

Personal accountant and bookkeeper

Finance operationsAccounts payable managementFrom $200/monthProcess payments to suppliers

Process

Accounts receivables managementFrom $200/monthProcess invoices for clients

Chase clients for outstanding invoices

PayrollFrom $125/monthMonthly wage payments, CPF submissions, IRA8 submission
Documents scanningFrom $125/monthScan all finance documents for uploading into a cloud folder
Detailed financial reportsPrice upon requestProfit centre tracking, projections and budget tracking
Finance team managementPrice upon requestCabin’s senior accountant will oversee your finance team and worfklows

a. Incorporation: Cabin will register your company for you with ACRA for a fee of $150. The website doesn’t make it immediately clear whether government fees are included. Given that ACRA charges $315 to register a new company ($300 for incorporation, $15 for name registration), there is a possibility that the $150 fee excludes government charges. If you’re looking to incorporate your company with Cabin, contact them for more information on this.

b. Corporate secretary: Cabin’s corporate secretary service is priced at $350/year. This price includes annual return filings with ACRA, preparation of AGM documents, and updates to Company Registers. Cabin’s website doesn’t state how much access users will get to things like director changes, share issuances, etc., and whether such services are already included in the $350 fee or whether you’ll have to pay for them as top-ups.

c. Accounting and taxes: Cabin’s accounting service starts at $750/year. Their accounting service includes a useful tax optimisation service, where their team will look through your transactions to maximise tax deductions from areas like capital allowances and charitable donations. Their monthly accounting plan is $200/month, and their quarterly accounting plan goes for $150/month.

#4. Lanturn

Lanturn is an online corporate secretary that offers a comprehensive set of services. The company was founded in 2017.

Lanturn Corporate Secretarial Services Summary

CategoryService CostWhat’s included
IncorporationIncorporation

 

Free*

 

Company registration with ACRA.

 

*Free only when purchased with corporate secretary or accounting plans

Corporate secretaryHigh growth standard$840/yearAnnual returns with ACRA

AGM preparation

Up to 2 resolutions passed each year

Two phone calls with a personal advisor

 

High growth plus$3,600/year

 

Annual returns with ACRA

AGM preparation

Up to 2 resolutions passed each year

Two phone calls with a personal advisor

Registered address

Nominee director services

 

Accounting and taxationAccounting (primary plan)$85/monthQuarterly bookkeeping

Xero subscription

Accounting (core plan)$300/monthQuarterly bookkeeping

Corporate secretarial service bundle

Accounting (premium plan)$900/monthQuarterly bookkeeping

Corporate secretarial service bundle

Management accounts

Payroll

Accounting (select plan)

 

$1,800/monthQuarterly bookkeeping

Corporate secretarial service bundle

Management accounts

Payroll

Virtual CFOCash flow projection (one-off)$1,00012-month cash flow forecast
Full financial projection (one-off)$2,00012-month forecasts for:

Cash Flow

Income Statement

Balance Sheet

 

Quarterly cash flow projection$750/quarter12-month cash flow forecast, updated quarterly
Monthly cash flow projection$500/month12-month cash flow forecast, updated monthly
Quarterly full projection$1,000/quarter12-month forecasts for:

Cash Flow

Income Statement

Balance Sheet

 

Updated quarterly

Monthly full projection$600/month12-month forecasts for:

Cash Flow

Income Statement

Balance Sheet

 

Updated monthly

Fundraising supportPrice on requestPreparation of financials designed for venture capital pitches. Lanturn staff available to pitch together with you.
Accounting process redesignPrice on requestAudit of current accounting system with suggested improvements
Cash crisis managementPrice on requestFor companies with <3 months runway, Lanturn will assist you to prioritise tasks to manage cash burn to survive

 

Lanturn’s range of services include:

a. Incorporation: Lanturn’s incorporate fees include all government charges. Incorporation is free as long you subscribe to a corporate secretary or accounting plan. For foreigners, Lanturn offers Entrepreneur Pass applications ($1800), with a 50% refund for unsuccessful applications. Employment pass applications are $1200, also with a 50% refund if you don’t manage to win the visa.

b. Corporate secretary: Lanturn’s corporate secretary services are priced higher than the other companies in this list. Their website doesn’t break down exactly what services are offered, so if you’re interested it’s best to get in touch with them directly so you can compare their services with other corporate secretarial companies.

c. Accounting and taxes: Lanturn offers 4 tiers of accounting plans, ranging from Basic ($80/month) all the way to Select ($1,800/month). From their website, Lanturn’s accounting plans appear to top out at a quarterly frequency. They also offer add-on services like multi-currency accounting and GST registration.

 d. Virtual CFO: Lanturn offers a suite of “Virtual CFO” services, which makes them unique among their competitors in this list. Lanturn can assist you with financial statement projections (e.g. cash flow, income statement, balance sheet, etc.) Interestingly, they also fundraising support, and can even send staff to accompany you on venture capital pitches. This is a service that none of the other companies on this list appear to offer. If you’re a startup founder raising money and are more focused on the strategy/product side of things, this service could be useful if you don’t happen to know your numbers down cold when meeting investors.

#5. Sprout

Sprout is an online corporate secretary that offers a comprehensive set of services. The company was founded in 2019.

Sprout Corporate Secretarial Services Summary

CategoryService CostWhat’s included
 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporation

Incorporation

 

$288

 

 

 

Company registration with ARCRA
Incorporation + Corporate Secretary$588

 

Company registration with ACRA

1-year corporate secretary

 

Incorporation + corporate secretary + nominee director

 

$2,588

 

Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

 

Incorporation + corporate secretary + nominee director + employment pass

 

$2,688Company registration with ACRA

Nominee director

Unlimited corporate secretary

Registered address

Employment pass

 

Corporate secretaryCorporate secretary (essential plan)$288/yearAnnual returns filing

Annual AGM preparation

 

Corporate secretary (comprehensive plan)$588/yearAnnual returns filing

Annual AGM preparation

Unlimited basic resolution changes

Same-day response commitment

 

Corporate secretary (total compliance plan)

 

*not applicable for companies with annual revenue >$1 million or with corporate shareholders

$788/yearAnnual returns filing

Annual AGM preparation

Unaudited financial statements

Tax compliance review

Review by chartered accountant

 

Accounting and taxationAccounting (mini package)$600/year upfront, or

 

$60/month

Limit: 60 transactions/year

Annual management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Annual bookkeeping

Accounting (starter package)$1200/year upfront, or

 

$120/month

Limit: 480 transactions/year

Quarterly management report

Unaudited financial statements

Estimated chargeable income

Corporate tax return

Daily bookkeeping

Personal accountant and bookkeeper

Sprout’s range of services include:

a. Incorporation: All government charges are already included in Sprout’s incorporation fees. Sprout promises to incorporate your company within 24 hours. For Singaporeans/PRs, Sprout offers 2 plans. The Minimalist plan ($348) is a basic plan that gets you a registered entity. The Kick-Start plan ($588) includes ACRA registration, and importantly also comes with 1 year of corporate secretarial service. These prices are slightly lower than the average of other companies in this list, so if you’re looking for the most affordable corporate secretary, Sprout seems a favourable choice.


For foreigners, Sprout’s Launch plan ($2588) gets you a registered company, 1 year of corporate secretary service, nominee director, and virtual office. For only an extra $100, the Onshore plan ($2688) will get you everything in Launch, plus an employment pass. For comparison, these prices are lower than Sleek’s, but slightly higher than Osome’s.

b. Corporate secretary: Sprout offers 3 different corporate secretary plans: Essential, Comprehensive, and Total Compliance.

The Essential plan ($288/year) is a basic plan that takes care of annual ACRA filings and AGM preparation. At $288/year, this is marginally cheaper than its competitors, who typically charge prices averaging around $300/year.

The Comprehensive plan ($588/year) contains everything in the Essential plan, plus unlimited basic resolution changes.

Their Total Compliance plan ($788/year) includes everything in the Comprehensive and Essential plans, plus nice extra like tax compliance, and a review of your books by a Chartered Accountant. Do note that this plan is not applicable for companies with over $1 million in annual revenue, or who have corporate shareholders.

c. Accounting and taxes: Sprout has 3 different accounting plans: Seed, Seedling, and Sapling. The Seed plan ($80/month) offers you accounting for up to 10 transactions/month. It comes with unaudited financial statements, tax compliance, a review by a Chartered Accountant, and a Xero subscription. The Seedling plan ($180/month) has everything the Seed plan offers, but offers 40/transactions month. The Sapling plan ($320/month) offers up to 80 transactions/month.

Don’t forget about business insurance, from just $9/month

Once you’ve appointed a corporate secretary and have your administrative matters out of the way, you should move on to considering business insurance. You’ve probably invested a fair amount of money into starting your new venture, so make sure you protect your company with business insurance.

With Provide’s online platform, you’ll save up to 25% on business insurance. Our digital operating model creates lower overheads, so we pass every dollar saved back to you!

Save up to 25% now on policies like:
1. Business package insurance
2. Professional indemnity insurance
3. Commercial property insurance
4. Public liability insurance
5. Work injury compensation insurance