• The Singapore branch has to appoint 2 local agents in Singapore.
• The local agents must be ordinarily residents in Singapore i.e. Singapore Citizen, Singapore Permanent Resident, a person who has been issued an Employment Pass/Approval-In-Principle Letter/Dependant’s Pass.
• A foreigner can also act as a local agent of the Singapore branch if he has secured an Employment pass or approval-In-Principle letter from the Work Pass Division of the Ministry of Manpower (MOM).
• Any person above the age of 21 years may be appointed as an agent. However, some individuals e.g. bankrupt, with criminal records within or outside of Singapore, are disqualified from being agent.

Preliminary Information and documentation required

Please email / fax / post us the following information:

1. Proposed Singapore Branch name (which must be the same as the Head Office – Foreign Company incorporated outside of Singapore). For example: XXX (Singapore branch).
2. Principal activities of the proposed Singapore Branch (Maximum 2). The principal activities which should mirror those of the Head Office (Foreign Company incorporated outside of Singapore).
3. Details of Local agents (IC No. / Address)
4. Copies of the Singapore Identity Card / Singapore Passport / Singapore Employment Pass / Singapore Dependent Pass / Singapore Approval in Principle Letter of 2 local agents.
5. Certified true copy of Memorandum & Articles of Association (M&AA) of the Head Office (Foreign Company incorporated outside of Singapore). If the M&AA is not in the English Language, it must be translated by Notary Public or Translator who is duly admitted/sworn under foreign law e.g. official translation appointed by court; or Singapore Consular Officer in country of incorporation.
6. Notarized or Certified True Copy of Certificate of Incorporation of the Head Office (Foreign Company incorporated outside of Singapore). If the Certificate of Incorporation is not in English Language, it must be translated by Notary Public or Translator who is duly admitted/sworn under foreign law e.g. official translation appointed by court; or Singapore Consular Officer in country of incorporation.
7. The M&AA and Certificate of Incorporation must also be certified by director of the Head Office by affidavit. This affidavit must be notarized by Notary Public.
8. If the name of the Head Office has changed since incorporation, please provide a certified true copy of the Certificate of Name Change. If the Certificate of Name Change is not in English Language, it must be translated by Notary Public or Translator who is duly admitted/sworn under foreign law e.g. official translation appointed by court; or Singapore Consular Officer in country of incorporation.
9. A list of directors of the Head Office with copies of passport and details such as passport number, nationality, email address, residential address, and date of appointment as director of Head Office.
10. A memorandum of appointment or power of attorney of two or more natural persons resident in Singapore (local agents) authorized to accept of process and any notices required to be served on the branch on its behalf. The memorandum of appointment or power of attorney must be executed under the seal of Head Office.
11. An affidavit verifying the due execution of the memorandum of appointment, sworn by a director or secretary of the Head Office.
12. The authorized share capital and paid up capital of the Head Office (Foreign Company incorporated outside of Singapore).
13. The registered address of the Head Office (Foreign Company incorporated outside of Singapore).
14. The registered address of the proposed Singapore Branch.
15. The financial / fiscal / accounting year end of the Head Office (Foreign Company incorporated outside of Singapore e.g. 31 December, 31 March, 30 June or 30 September).

Relevant Factors in Appointment of a Company Secretary
If you have elected to form a company with only one director, being a sole director you cannot act as a Company Secretary in this company. In Singapore, the Company Secretary need not have any special formal qualifications. However, the Company Secretary must be a natural person who is also a resident of Singapore. Foreigners holding employment passes cannot act as a Singapore Company Secretary.

If your company is registered in an offshore jurisdiction, like BVI, Samoa or Anguilla the Company Secretary can be a body corporate and need not be a natural person. Also, the Company Secretary need not be a resident of that jurisdiction. The same does not apply to a Labuan Offshore company, which requires a natural Labuan resident to be a Company Secretary.

Corporate Secretarial / Company Administration Services
Along with the full range of company secretarial services, most corporate services firms will also provide the following:

• Updating of registers of directors, officers and members
• Preparing directors’ resolutions
• Assisting with Apostilles and legalisation of documents at various embassies and consulates
• Issuance of Share Certificates
• Preparation of documents and Application for Striking off the Company
• Assisting with and preparation of documents relating to changes to the Memorandum and Articles of Association
• Filing and Liaison with the Company Registry regarding annual returns, amendments to Memorandum and Articles of Association, arranging the issuance of Certificate of Good Standing and Certificate of Incumbency.

P PASS
For foreigners who hold acceptable degrees, professional qualifications or specialist skills and are seeking professional, administrative, executive or managerial jobs.

A P1 Pass will be issued if the applicant’s monthly basic salary is more than S$7,000.

A P2 Pass will be issued if the applicant’s monthly basic salary is more than S$3,500 and up to S$7,000.

Q PASS
For foreigners whose monthly basic salary is more than S$2,500 and possess acceptable degrees, professional qualifications or specialist skills.

S PASS
For foreigners whose monthly basic salary is at least S$1,800. S Pass applicants will be assessed on a points system, taking into account multiple criteria including salary, education qualifications, skills, job type and work experience. (A levy of S$150 per month will apply to the hiring company and there will be a 5% cap on the number of S Pass holders in each company based on the company’s number of local workers and Work Permit holders). For more information, please contact us.

Required Documents for Working in Singapore

1. Employment Pass Application, duly completed and sponsored by a local Singapore Company or furnished with bankers guarantee of $3,000 on approval. (For S Pass, Employer Declaration Form to be completed and attached)
2. A copy of all the applicant’s educational documents and past employment testimonials (Translated into English if they are in other languages)
3. A recent passport-sized photograph of the applicant taken within the last three months
4. A copy of the Travel Document page showing the applicant’s personal particulars
5. Personal Particulars Form and relevant documents stipulated in the Personal Particulars Form for Singapore-born applicants.
6. Additional documents if requested on a case-to-case basis.
7. Business Profile / Instant Information from ACRA/ registration papers from their respective professional bodies for sponsoring company of applicant.

If the applicant is a regional representative, the following documents must also be submitted:

• A copy of letter from the International Enterprise Singapore giving approval for the setting up of the Representative Office; and
• A letter from the Representative’s Office Headquarters stating the purpose of the application, the duration of the applicant’s assignment and an undertaking for the maintenance and repatriation of the applicant.

Applicants for the nursing, medical, teaching and legal professions must submit a copy of the Certificate of Registration with their respective professional bodies / accreditation agencies or relevant documents as stated:

• Nurses - Singapore Nursing Board
• Doctors - Singapore Medical Council / Traditional
• Teachers - Singapore Ministry of Education
• Lawyers - Singapore Attorney-General’s Chambers
• Dentists - Singapore Dental Council

Singapore Entre Pass
At the point of submission for the EntrePass application, the applicant must not have registered his/her Singapore Company with ACRA for longer than six months.

The proposed business venture must not be engaged in illegal activities.

Businesses that are not of entrepreneurial nature, for example: coffee shops/hawker centres/food courts, foot reflexology, massage parlours, karaoke lounges, money changing/remitting, newspaper vending, geomancy and tuition services etc will not be considered for an EntrePass. Applicants are to submit their applications to MOM. All applications are assessed by SPRING, whilst MOM will issue Employment Passes for successful applicants.

New Application

1. Application form must be accompanied with a comprehensive BUSINESS PLAN of not more than 10 pages.
2. Certified True Copy of Passport(with passport-size photo)
3. Certified True Copy of Educational Certificates (High School, College and Universities and where necessary, a translated English version that is NOTARISED or Certified by the Applicant’s Home-Country Embassy.
4. Where applicable, copies of MARRIAGE CERTIFICATE, BIRTH CERTIFICATE(S) of dependents (Children).

First-Time Renewals
Applicants must substantiate that:

1. The business is in commercial operations and / or company has secured third party funding;
2. The business is still operating in Singapore, according to the original business plan.

The applicant is also required to submit the following documents to MOM:

1. Company registration information from the Accounting and Corporate Regulatory Authority (ACRA);
2. Latest financial statements declared to the Inland Revenue Authority of Singapore (IRAS); and
3. Documented information on the number of employees from the Central Provident Fund Board (CPFB).

1. Asset/Investment Protection
2. Confidentiality & Financial Privacy
3. Reducing Tax Liability (personal or corporate)
4. Estate Planning

All of the above are valid reasons for you to consider owning an offshore company - but WHICH jurisdiction? We have encountered numerous cases whereby the clients were previously recommended the wrong jurisdiction for their business or personal objectives. Hence, they ended up having to incur additional and unnecessary costs to rectify an error of judgment by the company incorporator.

Our team of Company Formation Specialists pay close attention to the needs of our clients and prescribe the most suitable jurisdiction after considering the following factors:

1. Tax Treaties/No Tax
Unless your offshore company is specifically set-up for international trading with the intention of taking advantage of the double taxation treaty in jurisdictions such as Labuan and Mauritius, it is not necessary to incorporate in a jurisdiction that has a tax treaty.

2. Legal System & Compliance
For those with a familiarity of English Common Law and appreciate its reliability, there are many suitable offshore jurisdictions to choose from, including Seychelles, BVI, Anguilla and Samoa. For others who are comfortable with Napoleonic Code inspired civil law, jurisdictions such as Aruba, Antilles and Costa Rica may be more palatable. However, civil law jurisdictions such as these, and Panama, are most unsuitable for setting up a trust.

3. Time Zone of Jurisdiction
How important is it for you to be in a similar time zone to the offshore jurisdiction so that you can contact the agent and effect changes/relay information? Indeed, e-mail is an effective way of getting around the time barriers, but for urgent matters, international phone calls may require rising before the blackbird’s song.

4. Set-up Cost, Maintenance & Professional Fees
For some clients, cost is a major factor in their choice of offshore jurisdiction, for others it weighs lightly in the overall consideration. In addition to the incorporation cost, there is also the annual maintenance costs, and more importantly, professional legal fees - which can certainly build up when subsequent advice and transactions are required.

Incorporation Costs
In respect to incorporation costs alone, there is quite a wide variance in government fees and agent fees - with some a few hundred dollars (USD), and others such as Mauritius with double taxation treaties, costing a few thousand to set up.

Company Officers & Fiduciary Fees
Although all IBC’s allow you to incorporate with foreign individual/Corporate Director and Shareholders, some jurisdictions require the company secretary to be a local resident, which will involve additional payment to the offshore agent. Additionally, should you opt for a further level of privacy, you may wish to engage the services of a Nominee Director and Nominee Shareholder.

Maintenance Fees
License fees are payable to the offshore government on a yearly basis, and also to the offshore agent and for use of the registered offshore address. Again, prices do vary, and in the BVI where bearer shares are being phased out, any company retaining bearer shares in its Memorandum and Articles of Association (M&AA) will be required to pay higher license fees and custodian fees.

Professional Fees
Depending on the type of offshore vehicle required, such as a Trust, professional legal and international tax planning expertise might be necessary. As a general rule of thumb, professional fees for tax planning (which includes drafting of service agreements and contracts) range from USD$3,000 to USD$10,000. For setting up a private equity fund, for example, you will need to put aside USD$30,000 (including offshore incorporation and license fees). Subsequent advice will be based on time cost, and as international legal firms in these jurisdictions tend to monopolize, the fees can be quite substantial (USD$500 per hour). To minimize on costs, you may wish to involve us as your intermediary consultant.

5. Confidentiality
Most offshore jurisdictions practice non-disclosure with regard to information on company officers and shareholders, with some jurisdictions such as Cayman having a Confidentiality Ordinance or Act. Whilst company registers must be updated and lodged with the offshore registrar, the information will not be released to third parties except when subpoenaed by international law authorities.

Bank confidentiality also plays an important role in the offshore company structure. Although complete privacy is impossible, as all banks have very stringent due diligence procedures, once bank accounts are opened, your confidentiality is usually protected under the jurisdiction’s applicable statute. Furthermore, an extra layer of financial privacy between the public and the beneficiary can be attained by using nominee shareholders/directors.

6. Reputation & International Profile, Government Stability
There are pros and cons for high and low profile jurisdictions.For high profile jurisdictions such as the Bahamas, Cayman and Bermuda and well accepted jurisdictions such as BVI, it is certainly easier to open an offshore bank account, get listed on the stock exchange and enjoy the business infrastructure in place. However, on the downside, name availability (both shelf and new incorporations/name conversions) is quite limited and the annual fees for companies of such jurisdictions are markedly higher than lesser-known competitors such as Anguilla. Interestingly, high profile vs’ low profile seems to be largely implicated by ’status factor’ and less in respect to government stability. Often, low profile jurisdictions share the same legislation and governance (and white sandy beaches!) as high-profile jurisdictions.

Initial Fund Start Up Services

• Incorporation of an Offshore Company
• Preparation of Private Offering Memorandum (Prospectus), Shareholders’ Agreement and Share Subscription Agreement.
• Facilitation of Offshore Administration services and Private Offering Memorandum (Prospectus) and Subscription documentation.
• Preparation of investor documentation, letters.
• Vendor Due Diligence documentation

Fund Administration Services

• Providing the Offshore Fund its management office and non investment manager-trader operations personnel (if required)
• Due diligence checks on Investor under the Anti-Money Laundering (AML) regulations.
• Risk Management and Data Recovery services.

Investor Management Services

• Providing prospective investors with offering memorandum and shareholders’ agreement and offering materials
• Managing subscription documents
• Processing and notifying investment manager and general partner of subscriptions, capital contributions and withdrawals
• Distributing financial reports, mailings and electronic communications
• Responding to investor inquiries.

Accounting Services

• Calculation of monthly capital account balances on an economic and tax basis.
• Calculation of management fees and performance allocation.
• Preparation of monthly financial statements.
• Calculation of fees due sales agent.
• Interaction with investment managers and traders, banks, counsel and auditors.
• Facilitate and manage the preparation of financial statements and year end audit.
• Facilitate and manage tax preparation, planning and consulting.

Asset Protection/Investment Portfolios
Offshore companies are widely used for asset protection, wealth management and to hold investment portfolios (stock, bonds, cash and a broad range of other investment products). They are also utilized for inheritance purposes, and to reduce probate expenses. Cash assets held by offshore companies earn deposit interest gross or can be placed in collective cash funds.

Holding Company
Offshore corporations often hold investments in subsidiaries and/or associated companies, public listed and private companies, as well as joint venture projects. Capital gains arising from the disposal of particular investments can be made without taxation. In the case of dividend payments, reduced levels of tax on income can be achieved by utilising a company incorporated in a zero or low tax jurisdiction that has double tax agreements with the contracting state.Many large corporations are interested in investing in countries where no double tax agreement exists between the country of the investor and the country in which they are investing. In this case, an intermediary company is established in a jurisdiction with a suitable treaty. Cyprus has an extensive double taxation treaties with many Eastern European countries and countries of the former Soviet Union, and the use of Cypriot companies for inward investment into these countries provides a tax efficient conduit.

Confidentiality & Financial Privacy
Offshore companies provide a higher level of privacy and anonyminity than an onshore company due to many of these offshore jurisdictions have zero tax and the governments do not require annual filing of company’s accounts. Also, details of company Directors and Beneficiaries/Shareholders are not on public records. Although complete financial privacy and confidentiality is not possible in this day and age, with the ‘non-disclosure policy‘ being adopted by these offshore jurisdictions, it is still worthwhile to consider opening an offshore bank account.

Reducing Tax Liability (personal or corporate)
For individuals engaged in providing services in construction, engineering, aviation, computer, finance, film and entertainment, considerable tax savings can be achieved via an offshore-based private company. The offshore company can contract with an individual to provide him/her with services outside his/her normal country of residence, and personal income can be accumulated free from taxation in the offshore centre. Most tax planning consultants utilize offshore companies to minimize their clients’ personal income tax.

Trading
International trading and purchasing companies often involve offshore companies in their trading transactions to minimize taxation. Profits arising out of transactions involving purchasing goods in one country and selling them in another country can be accumulated in the offshore company, free from taxation.For European Union transactions, for example, Cyprus has become a very popular location for low tax trading activities and for minimization of VAT payments. Offshore structures are also useful in the case of bulk purchasing, whereby a group of associated companies can benefit from reduced administrative costs.

Estate Planning
You can create tax advantages and legally avoid capital gains tax, inheritance and property transfer taxes with the use of an offshore company to own real estate and land. Another popular estate planning and wealth management vehicle is the Offshore Trust.

Intellectual Property Registration & Safekeeping
Intellectual property, including patents, certificates for computer software, trademarks and copyrights can be owned by or assigned to an offshore company. Upon acquisition of the rights, the offshore company can enter into license or franchise agreements with companies interested in using those rights. The income can be accumulated offshore (on careful selection of an appropriate jurisdiction), and taxation on royalties can be reduced by the commercial application of double taxation treaties. Mauritius, Labuan and Cyprus are good examples of jurisdictions used for holding intellectual property.