Category Archives: Compliance

Further changes to the Singapore Companies Act in 2017

Singapore has historically always been very favorable to businesses, both those that are homegrown in Singapore as well as foreign enterprises looking to set up shop and further develop the economic base of this Southeast Asian nation.

Working hard to cement itself on the global scene as a major “through point” of commerce across the world, Singapore has in just the last few years begun to rapidly rewrite, relegislate, and redevelop a lot of the laws that they have on their books to even further improve the opportunities that small and large businesses have in this country.

Passing in the early part of March 2017, the new Singapore Companies Act of 2017 has been designed to foster economic improvement, economic growth, and economic opportunity in Singapore.

Designed specifically to improve the transparency of ownership as well as the control of companies in accordance with international regulations, to release and relax a lot of the regulatory burden that has been placing undue pressure on Singapore business Enterprises, and to restructure the debt framework in Singapore to free up more capital for the businesses that need it most, this is seen as a major step forward to help solidify the already rocksolid position Singapore has in the global markets.

Here are just a couple of ways that the Singapore Companies act of 2017 is designed to improve business all over the nation and beyond its borders.

The Common Seal is no longer mandatory

In the past, Singapore-based companies that wanted to execute particular documents as a deed would have to do so by affixing the Common Seal of Singapore in accordance to the Constitution of that particular company – usually requiring the presence of a director or executives of that operation to be present when this event happened.

Now, however, with the new changes made in that chunk of legislation we mentioned above, this requirement is no longer necessary. This is going to cut through a lot of red tape, free up a lot of time and opportunity for businesses and entrepreneurs in Singapore, and make it a lot easier for businesses and investors outside of Singapore to make this country their home in the future.

Transparency rules require the registration of controllers and directors

It used to be very, very simple and straightforward to set up a new business in Singapore – often times without even having to be in the country when you established it – but things are getting a little bit more challenging because of security issues.

These new transparency rules and regulations are being put into effect to require the full registration of company controllers and directors. These individuals will have to go on record as owning a Singapore company, as this is the international norm. Registration in this way is designed to thwart money laundering and the creation of shell companies and will improve the standing Singapore has the international community.

At the end of the day, these changes aren’t going to do anything but help to improve the economic base, opportunities, and business environment in Singapore. This country continues to get stronger and stronger from that standpoint.

Trademarks and Their Benefits

If there is one feature that distinguishes successful, sustainable businesses from those that fail within a few years, or just barely manage to keep grinding along above the waterline, it is strong brand reputation.

This may be more true in some industries than others, but if your business’s identity is not fixed in the minds of your customers, there is little reason for them not to choose a competitor’s product. On the other hand, if they associate your name, logo and presentation with a good experience and consistent value, they will rarely stray. For products for which image forms a large part of the perceived value – perfume, clothing, foodstuffs – a strong brand increases the acceptable price several times over.

It’s truly sad to hear about companies, large and small, who’ve introduced a useful, innovative offering to the market, only to lose out on the potential profits when their competition emulates them. Successful branding is one way to avoid this from happening, and registering your trademark is a good first step in this direction.

What Is a Trademark?
Simply put, a trademark can be any kind of symbol that customers associate with your company and its products: a name, a logo, or a catchphrase. As somewhat outlandish examples, the sound of a Harley Davidson motorcycle’s engine and the word “superhero” are both considered trademarks, as they are intrinsically associated with a certain company’s brand.

In Singapore and most Commonwealth countries, common law provides some legal protection even to trademarks that aren’t formally registered. However, to best protect yourself from losing market share to questionable tactics, formally registering your trademark at the national intellectual property office is recommended. Once registered, it belongs to you forever, subject to renewal every ten years. A brand sign annotated with ® is registered and may not be copied for commercial gain, while one marked “TM” may or may not be legally registered.

As a form of intellectual property, just like copyrights and patents, trademarks can be licensed to other companies, e.g. retailers selling your product or subcontractors providing services on your behalf. No-one can legally use your mark, or a deceptively similar one, to take advantage of your customers’ goodwill towards your brand.

Benefits of Having a Trademark
A major part of the market valuation of companies such as Coca Cola, IBM and Prada is that of their brand. The same can be true of smaller, regional companies too: if you ever wish to expand either geographically or in terms of product lines, investors will want to know that your company’s reputation and product’s distinctiveness are well protected.

Having your trademark accepted by the national intellectual property office also means that it has been examined and determined to be different from existing trademarks, so you won’t suddenly be forced to change it at some point in the future. In addition, national registration can be used as a basis for registering your brand abroad.

Intellectual property management can mitigate risks that smaller businesses might not yet be aware of; corporations have entire departments devoted to it. Trademarking essential elements of your brand is neither difficult nor expensive, and is something every business which plans to grow should do.

Singapore tops Asia-Pacific region in the International Baccalaureate (IB) diploma exams

Singapore tops Asia-Pacific region in the International Baccalaureate (IB) diploma exams

For the seventh consecutive year, Singapore is the number one nation in all of the Asia-Pacific region as far as graduates in the International Baccalaureate Diploma Exams is concerned.

Effortlessly beating out more than 94 other scores from around the world, Singapore had 57 students score the maximum of 45 points on these examinations, a new record and an example of just how serious the Singapore government and their private sector is about producing top-notch business leaders, thinkers, and innovators.

Record of 57 students maxing out on the examination represents more than half of all the top scores worldwide, really hammering home just how successful in just how groundbreaking that this new record really is.

We’re talking about something very, very special here.

Singapore has been dominant when it comes to this particular diploma examination over the past decade, really knocking it out of the park when stacked up against global competition. In fact, last year 48 students from Singapore scored a perfect 45 on the examination – beating out 1600 other students and representing a little more than half of the 81 total students that scored a perfect 45 around the world.

Globally, about 14,000 students take this examination each and every single year, and it is considered to be one of the most grueling and challenging examinations that is available to students from higher education institutions around the world.

Originally established in 1968 in Geneva, the International Baccalaureate examination is now offered at over 4500 schools across 150 territories and countries around the globe.

Six different subjects and the Theory of Knowledge (a course that combines philosophy, religion, logical reasoning, and other more esoteric courses and skills) are all part of the test, with students also having to study a second language, research and write a 4000 word essay, and requiring all students to participate in community service projects as well as become a project leader.

This isn’t a pop quiz, that’s for sure!

As it has become immediately apparent, students in Singapore are amongst some of the best prepared for taking this examination in particular. The number one ranked nation globally when it comes to students that are able to pass this examination for seven years in a row, their dominance is absolutely unprecedented – but really points to the seriousness with which the Singapore educational system takes excellence.

Singapore has long been regarded as one of the most forward thinking and dedicated nations around the world when it comes to education and investing in their young people. Not only is this country capable of funneling money into public schools as well as private charters, but it’s also built a society that rewards those that think creatively, innovatively, and those that take on big challenges and risks to grow the economy as well as the reputation of the nation at the exact same time.

It’s unlikely that Singapore is ever going to “drift off” when it comes to dominating this kind of test. No one should be surprised if they continue to produce the highest number of students passing this examination for the next 10 years at the very least!

Role and Responsibilities of a Singapore Company Director

The main responsibility of every director is to make the company successful and to legally operate with it. If the laws are not respected within the company, the first person who bears all the responsibility is the director of the company. As you can assume, the essential role of the director is the status of a legal representative. The legal representative is actually an agent who has the obligation to work according to the laws of the country of Singapore. Those who not respect those laws will face serious consequence which can lead to termination of the existence of the company. As a legal representative, the director will work in the name of the whole company.

The number of directors in one company
It should be noted that every company can have one or more directors. The number of directors is usually determined by a decision on a general meeting. If the number of directors is not determined, the company will have only one director. There are companies that limit the mandate of the director and they have all the right to find a replacement after they made a decision on a general meeting.

Main responsibility of the director of a company
The main and probably the most important responsibility of a Singapore company director is the duty to represent the company in accordance with the memorandum of association, the decision of the company and the instructions of the supervisory board. This means that the director manages the company’s business in accordance with the decisions of the company following the instructions given by the supervisors. If the director is unable to take the intended action, the supervisory board will schedule a meeting and they will suggest another person and replace the current director. The director is never allowed to act independently. This will only lead the company to failure. The director and all the supervisors should communicate on a daily basis and discuss the steps they need to take to achieve the business goals. The achievements of the company should always be their top priority.

Compensation and salaries
Every Singapore company director who performs an impeccable work is entitled to a compensation for the work he/ she performs and most of them are entitled to receiving bonuses according to the work they did. According to the laws of the country of Singapore, the company has all the right to determine the method of calculation of the salary. The amount of money may depend on the business results of the company. Most companies offer a contract to their directors with a salary that was previously discussed and agreed. But there are cases when the director is a family member and he/ she performs their job without a compensation. This contract can be arranged too, and in such situation when the director agrees not to receive a salary, it means that they will share the profit with the owner of the company unless the director is also an owner of the company.

Guide to Annual General Meetings for Singapore Companies

The leaders of Singapore companies need to be aware that there may be penalties if they don’t schedule Annual General Meetings according to the country’s business laws. Some companies are slacking off in this important regard and these companies may need to go to court in order to prove compliance.

ACRA is a governing body in Singapore which is committed to ensuring that companies follow the rules. Since regulatory compliance rules are important, company owners and administrators need to stop cutting corners, by failing to hold these meetings. Corners are cut for various reasons, such as the desire to spend less and the desire to speed up the pace of business and decision-making

Discover AGM Basic Facts

Brushing up on Annual General Meeting rules will be the best way to ensure compliance. With this in mind, you should know that AGMs must be held within eighteen months of incorporating a company. As you can see, it’s not hard to figure out the deadline for an Annual General Meeting. Just checking out the certificate which was issued upon incorporation will reveal the incorporation date.

How to Get Ready for AGMs

If you’ve hired a corporate service provider at your company, look and see if the contract stipulates that compliance documents will be prepared ahead of an Annual General Meeting. In general, an array of documents are needed, one of which should detail the resolutions of the directors, as well as talking points for the meeting. As well, there should be a notice created which is designed to let people know that the meeting is being planned. The length of the meeting should also be noted, as well as who attended.

Rules will vary based on the types of companies. An LLC may have different AGM documentation rules than a partnership. It’s wise to hire a corporate service provider if you haven’t already. This type of professional will know all of the rules and work to guarantee compliance on the part of your company. These providers are able to create the right documents for AGMs in Singapore.

Plan Your Next AGM

If you’ve been lax about Annual General Meetings for your Singapore company, it’s time to move forward and turn things around. This means finding the right corporate service provider and letting this person prepare the right documents for your next meeting. The process of preparing for an AGM isn’t that time-consuming or difficult. However, it has to be done with a mind to compliance.

Naturally, there are other benefits to planning and holding this type of meeting. It will allow people who are involved with your company to discuss any concerns, ask questions, and gather valuable information about the direction of the company. Without this type of meeting, people may not be in the loop as they should be.

Now that you have a guide to the importance of holding a meeting, the value of planning one with the help of a corporate service provider, and the way that holding this type of meeting will help company members to share information, why not arrange an AGM today?

Monetary Authority of Singapore Launches Anti-Money Laundering Unit

One of the main issues that countries experience when they make it simple for people to own businesses is money laundering. As one of the most infamous crimes that people engage in on a regular basis, Singapore is starting to put an end to the multiple infractions of business owners. With their new anti-money laundering unit, they hope to make business owning a more legitimate industry throughout the country.

The central bank of Singapore has created a special task force that is designed to fight against money laundering in order to minimize the amount of illicit fund flows throughout the country. According to the Monetary Authority of Singapore, their plans for this task force have been in discussion for numerous years, even before the 1MDB scandal. Though it is known that they expedited the need for the task force as a result of the scandal where Singapore had to open an investigation that resulted in expelling Swiss BSI Bank.

Not only is it more likely for business owners to engage in laundering because it’s so simple to start a company in Singapore, but as they increase the technological aspects within the FinTech sector, it’s simpler to have access to elements that are necessary for criminal behaviors.

In 2014 alone, prior to the installation of their specialized task force, Singapore seized over $180 million in assets pertaining to 1MDB alone. They have begun to investigate further considering the involvement of Goldman Sachs and other companies and business moguls.

According to US regulators, they have been working in coordination with the Singaporean government by ensuring they issued subpoenas to look into the involvement of American investors that had relied on 1MDB in the past. There have been a variety of highly ranked individuals involved in the scandal, including Low Taek Jho, a businessman with close ties to the Prime Minister of Malaysia, Najib Razak.

According to Ravi Menon, the managing director of MAS, the larger their financial center becomes, the larger the risk of criminal involvement. They are working on developing a task force that is equally as strong in connectivity, sophistication, and scale to help curb the influx of criminals in the financial sector.

It is incredibly important that the Monetary Authority of Singapore takes note of the criminal activity in the financial sector; otherwise more criminals are bound to exploit the system. They have yet to release any details about how they will be pursuing any leads, the number of people that are going to be on the task force, and whether they will be looking into large or small scale claims of money laundering. It is assumed that the penalties will adhere with current criminal penalties in the country of Singapore. Also, they have yet to release any information about the penalties that international criminals will face once they are brought to justice. As an example, any American investors that have been caught during the 1MDB scandal. Overall, the task force is just what Singapore needs to keep their financial sector clean.

New IPOS appointments clear path for access to international patent systems

Singapore as a nation has always prided itself on being just as business friendly to the global community as humanly possible, and a recent decision by the government of Singapore regarding the process for searching and applying for patents are going to make it even friendlier for enterprises and individuals.

The Intellectual Property Office of Singapore (IPOS) has now been appointed as a competent International Searching Authority and International Preliminary Examining Authority, appointments that were made during the 55th World Intellectual Property Organization held recently in Switzerland.

There are going to be a handful of fundamental changes throughout the entire patent searching and patent filing process in Singapore, but overall these fundamental changes are going to make the overall process significantly more streamlined and a lot easier for companies, investors, and inventors to patent their ideas and then roll out the technology built on the back of them.

The appointment made in Geneva is going to increase rebates upwards of 75% on all Patent Cooperation Treaty filing fees, while at the same time making sure that people are able to file a PCT through the new IPOS system.

This is going to expedite the process dramatically, but it’s also going to make it a lot cheaper for businesses in Singapore to take advantage of the Patent Cooperation Treaty. This offers better global protection for ideas and technology, but it also allows people to leverage all of the resources that the PCT has to offer as well.

The United States Patent and Trademark Office and the Directorate Gen. of Intellectual Property of Indonesia mortgage related significantly to this new appointment, and allows individuals, organizations, and operations in Singapore to file patents in each of those respective markets. This is going to open up a live extra opportunity for businesses that weren’t able to take advantage of all the leverage that patents in those two major organizations hold, giving people in Singapore the opportunity to improve their businesses and their chance to compete on a global scale significantly.

New markets that are going to open up include the US market, Indonesia, Vietnam, Mexico, Japan, and Laos, each of them already members of the Patent Search and Examination services that are now part and parcel of the new IPOS. Combine that with the more than 30 countries that Singapore has already had an active partnership with as far as patents are concerned, and we’re talking about a significant amount of extra commerce opening up almost overnight.

Businesses and individuals are going to have access to much more powerful and robust search tools that allow them to quickly navigate the patent landscape. They are also going to be able to quickly file for a patent and enjoy patent protection under these new terms that simply weren’t going to be available otherwise.

All in all, this is a major victory for the people of Singapore and everyone that conducts business out of this amazingly business friendly nation. This is great news indeed!

How to do Filing of Annual Returns without AGM?


Many business owners are interested with filing annual returns that can be done without annual general meeting. They should learn about some step by step instructions on how to do this procedure. Filing annual returns is not a difficult procedure to do. This type of application only applies to all companies that have 2 or more shareholders. There are some other requirements that people should have before they can file the annual returns based on this procedure. Keep reading this article to find some information about this procedure.

Guidelines on the application procedure

1. The application should be made online via BizFile. It is the one stop business service portal that is created by Singapore’s government to help all business owners to get this application procedure done. This organization is going to check all information that is provided by the business owners. When working with BizFile, people need to choose the “Application for Filing Annual Returns without AGM (Annual General Meeting)”.

2. The company should send the letter of AGM to all shareholders within the specific time required according to the Companies Act. It is important to let all shareholders know that there will be annual general meeting that is going to be held because of any reasons.

3. If the company notices that there are some other parties that are related with the shareholders of the company. it should also send notice of AGM to these parties. They should know and understand the reasons why there is no annual general meeting (AGM) that is going to be held.

4. When filing the application, people need to file up to three Annual Returns (ARs) with three different sets of accounts. In certain cases when there are more than 3 ARs that are created, people should make a separate application for the other ARs or accounts.

5. It is also important to update the company’s financial year end on the BizFile. This tip is very useful for new incorporated companies. This option can be found in the “Notification for Change of the Financial Year” section. People should click this option before creating their applications.

6. All applicants should know that they need to pay for the application fee that is about $30. This fee is payable via online application at the end of the application procedure. If the payment is not submitted, the application is not going to be processed. Therefore, people should also learn how to submit the application to the system.

7. The result can be obtained via two different ways. When people provide the ACRA (Accounting and Corporate Regulatory Authority) of Singapore with proper email address, they are going to receive the notification via their email accounts. All applicants can also get notified via the status enquiry. This status can be updated via BizFile. When people are interested to get notification via this method, they are able to get it for free without additional costs. The estimated processing time is about 14 – 30 working days.

8. When the application is approved, all applicants should submit the AR online. The company should also comply with all procedures that are set out in the Articles of Association of the company. The submission process doesn’t take a lot of complicated procedures.

Who Can Apply For This Application?

There are several parties who can apply for this Annual Return application. They are including:

a. Company officers, for example directors of the company or the company’s secretary
b. Professional firm that represents certain company. This firm should have proper letter that may indicate the company’s representation
c. Service bureau that may represent the company.

They are some people who are able to represent the company to file the Annual Return to the BizFile. When people are not included into one of those categories, they have to contact the ACRA immediately.

They are some important information that people can find about the Annual Return (AR) without annual general meeting (AGM). The application procedure is not a difficult task to do. However, people need to contact some advisers in Singapore, so they can know the right procedure properly. Discuss this procedure with some professional experts when you are not sure with all liabilities and legal duties from the company and all related officers. This application should be done properly in order to avoid any problems in the future.


What is Singapore Employment Act?

Singapore, employment act is used for governing terms and conditions of employment in Singapore. The employment act covers the following people: workers who are under service of contract, domestic workers, managerial and executive staff and statutory board and government employees. However, the seamen are not covered by the employment act.

What makes this employment act to be important is the fact that terms and conditions of the contract service is less favourable than the employment act.

Payment of salary 

The Singapore, employment act states that salary should be paid within seven days when the salary period has elapsed. In addition to that, overtime wages should be paid within 14 days of the salary period. Other terms and conditions of the payment of the salary include:

  • When an employee resigns, salary should be paid within 7 days or the last day of employment.

  • When employment is terminated, the affected person should get his or her salary within 3 working days

Deduction of salary which is authorized 

Under the Singapore, employment act, authorized deduction of salary should be done when:

  • An employee has been absent from work for some days

  • Loss of goods or loss of money which has been entrusted to an employee

The employee is required to account where that amount has directly attributed to. The employee is also given an opportunity to defend himself against the deduction. Fortunately, the deduction should not exceed 25% of the total salary being paid to an individual and it should be done once.

Apart from the deductions highlighted above, other authorized deductions include:

  1. The cost of meals consumed by the employee
  2. Amenities, accommodation and other services
  3. Payment of money to cooperate societies
  4. CPF contributions and income tax
  5. Any other task which has been approved by the ministry
  6. Loan recovery and advances

The sick leave 

The number of days in which the sick leave is paid is divided into three phases. This is between the completion of three months and six months.

The working hours 

Under the act, normal working hours shouldn’t exceed 8 hours a day or 44 hours a week. The hours of work is scheduled as follows:

  1. The maximum working hours including overtime should not exceed 12 hours per day
  2. The maximum overtime should be 72 hours per month.
  3. Employment disagreement
  4. If an employee has a dispute with another employer, he or she should:
  5. Talk with other employees on the matter
  6. Seek advice from the management if required to do so

Employment benefits in Singapore 

The benefits of the employees are often referred to as perks or fringe benefits. The Singapore, employment act states that there should be compensations which are given employees apart from their normal salary. The employment benefits in Singapore include: maternity leave, sick leave, relocation assistance, bonuses and incentives, house allowance, child care benefits and children’s education allowance. The benefits also cover: transportation and reimbursement and retirement fund contributions.

In conclusion, Singapore employment act is beneficial to the employees. The terms and conditions stipulated in the act are very important since it prevents employees from under payment and other limitations which they would have undergone. Hence, Singapore, employment act is very important and beneficial to employees in Singapore.


Director’s Resposibilities


A director’s responsibilities are combined series of common & statutory law as well as equitable obligations that are owned mostly by the members of the board of directors of the institution that has employed them. There are three types of directors’ i.e. independent, non-executive and executive. It’s actually a central part of corporate governance and corporate law. Some of these duties include:

1. Acting within powers

One of the main responsibilities of the directors is to exercise their powers but only for the right purpose. For instance, he/she cannot decide to issues numerous new shares for the purpose of defeating a potential takeover bid instead of raising capital. This means that they always have to act in good faith of the company and go through all the rules that govern the institution so that they are always well within the law whenever they make any decisions regarding the company.

2. Promoting the success of the company

Among the major responsibilities they have is to promote the success of the business so that all members benefit. This is where they are supposed to foster relationships with customers, suppliers and other bodies that are associated with the company. They are also supposed to come up with strategies that will help the business in the long run, putting in mind the needs of the employees as well as clients. They are also supposed to impact the institutions operations on the environment and community. They should also work hard to make sure they maintain high standards as well as a good reputation for the company at all times. There is also the need to act fairly between all the members of the organization. While they are not supposed to know everything, they need to demonstrate that all their intentions of the company are good. If they are in any doubt, they are supposed to seek expert advice so that they are able to demonstrate that they really acted in a manner that was good for the company at the end of the day.

3. Independent judgment

To some extent the directors’ responsibilities are limited because they cannot fetter discretion when it comes to exercising their power without the consent of the company. This also applies to the fact that they cannot bind themselves to vote in a specific ways at board meetings held in the organization. This is the case even when there is no improper purpose or motive and there is also no personal advantage to the individual.

4. Care and skill

The level of care and skill the professional is supposed to display normally depends on the rules and regulations of the company. There are some companies that want directors who have done master’s degree and have vast experience while others are okay with professionals who have degrees.

5. Conflict of interest and loyalty

Among the director’s responsibilities are to always act in the best interests of the organization and their duties should not cause any conflict of interest. Their obligations to others should also not cause any conflict of interest in the organization. They are also supposed to remain loyal to the company meaning they cannot divulge any company secrets. It may even reach a point where they may have to forget their personal gains for the sake of the company. This implies that the experts are not allowed to escape liability by asserting decisions that are well rounded. They are also responsible for retaining discretion when need be.

6. They are not supposed to misuse position

It is also among the director’s responsibilities to never misuse their position to gain any favours or make any personal profits. Instead, they are supposed to concentrate on their job. They are also not supposed to misuse any information to gain advantage. There are actually crime penalties to the professionals who decide to breach this code of conduct where they can be charged for being intentionally dishonest or for reckless behaviour. For this reason, they have to be really careful when going about their day to day activities in the company so that they do not fall into any trouble.

It is also important to note that the director’s responsibilities should also make certain that the company passes the solvency dates at all times so that its finances can always be in order to meet all its debts on time.


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