Singapore Expats

Hi all,

I have read lots of threads here that are related to my questions but didn't find a definitive answer so I'll try my luck and open my own.
I'm grateful in advance to everyone who will take their time to read it and share any thoughts/information.

We have a small IT startup that has been up and running for more than 10 years.
The issue is that we never had registered officially as our country of origin is not very startup-friendly (and I'm not living there for the last 10 years anyway).
Now we have an idea on how to greatly expand our business, using the existing user base and our reputation on the market to create something new.
We plan to attract investments from the most professional of our customers and provide them with shares of the newly registered company. Preliminary discussions with some of them show interest and high chances of getting enough starting capital to achieve our goals and succeed with what we're planning to do.

So now we are considering different jurisdictions for incorporation.
Singapore appears to be one of the best for this, but after reading other threads here I'm having a growing suspicion that it won't work.

What my initial plan was is registering a private limited company in SG, acquiring the initial capital through selling its shares to our investors, then hiring myself as a director and relocating to SG to manage the company. We plan to break even within a year and then get to profitability.

From what I've read:
1. We're going to need a local director. I'm not suitable for that role even if we hire myself as a director because the local director has to be a PR or a citizen. Is that right?
2. Even if we hire a local director and succeed with creating a company, it's going to be a huge issue to get an EP for me to hire myself as a director, because from the MoM's PoV it's going to look like our only goal is to get an EP. So the only option if we go that way is to keep the hired director in full control of the company?
3. There is another potential way - register a company overseas and then register a private limited company in SG with the sole shareholder being that overseas company. However, there are number of issues with that. First of all, it's going to look as sketchy (if not more) because the overseas company was just registered? Second, we won't be able to sell shares to our investors that way, we would have to do it from that overseas company and do most of the business through that overseas company, which kinda kills the entire purpose of incorporating in a more stable jurisdiction...

So should I get pessimistic and just accept the fact that it's not going to work?
Or is there anything I'm missing here?

Thank you for reading!

Myasis Dragon, this one's for you.......

Scienide wrote: ↑

Sat, 30 Apr 2022 1:39 pm

Hi all,

I have read lots of threads here that are related to my questions but didn't find a definitive answer so I'll try my luck and open my own.
I'm grateful in advance to everyone who will take their time to read it and share any thoughts/information.

We have a small IT startup that has been up and running for more than 10 years.

You're not a startup if your company has been running for 10 years. You should have 10 years worth of financial statements, client lists, accounts receivable, product sales... in other words, a complete history of your company's activities. Do you have this? If yes, you're not a startup, but at least you have some proof that you have a live company. If not, you don't have anything.

Scienide wrote:The issue is that we never had registered officially as our country of origin is not very startup-friendly (and I'm not living there for the last 10 years anyway).

Unless you are running your company out of Antarctica or an unclaimed Pacific Ocean island, you are running your business illegally. Virtually every country in the world requires a company to be registered, at least as a sole proprietorship in your own name. Have you been filing tax returns in your country of residence for your company? Or at least for yourself as a sole proprietorship?

But, you say "we" have never registered. So, are you running a partnership? An LLC? A private limited company? If there are two or more of you running a company and you haven't registered your company, then you are in violation of the law virtually anywhere in the world. This will not help you in trying to start a company in Singapore.

Scienide wrote:Now we have an idea on how to greatly expand our business, using the existing user base and our reputation on the market to create something new.

How does your company have a "reputation" if it's not registered? How did you get a bank account without having a registered business? Do you have a web presence? Who is listed as the legal owner of your business? Oh, wait... you're not registered, so how does anyone know who owns the business? Or are you just running this business in your name, getting paid in your name, and putting the checks into your personal bank account? And again, you say, "we". How are your profits being distributed amongst the owners? How are owners reporting their earnings on their personal taxes? You business owners are reporting your earnings for tax purposes, correct?

Scienide wrote:We plan to attract investments from the most professional of our customers and provide them with shares of the newly registered company. Preliminary discussions with some of them show interest and high chances of getting enough starting capital to achieve our goals and succeed with what we're planning to do.

How many investors are you planning on having? Singapore has a "private limited" company status which means no more than 50 investors and the stock cannot be publicly traded. How much capital are you planning on raising? Have you got firm letters of commitment from your investors that prove up your claims that you have ready investors?

Who is going to be running this company? Where will they be located while they are running it? Are you planning on contributing intellectual property to the company? Capital? Equipment and other resources? If it's IP that you're contributing, is it patented, or just some quirky stuff you all have put together?

Scienide wrote:So now we are considering different jurisdictions for incorporation.
Singapore appears to be one of the best for this, but after reading other threads here I'm having a growing suspicion that it won't work.

Why do you think Singapore is such a hot place to form a company? Are you selling your goods and services in Singapore? Are you selling your goods and services in APAC and using Singapore as your jumping off point? If not, then why Singapore?

There are three reasons why Singapore is a good place to start a company.

1. It's easy and cheap to start a company. There is a minimum amount of red tape, and reporting requirements are straightforward.
2. Dividends are not taxable in Singapore. But if your investors aren't in Singapore, it doesn't really matter as they tax laws of their country of residence apply to them.
3. Corporate tax rates are reasonable and there are several schemes that minimize your tax over the first few years of operation.

But, there are also quite a few reasons that Singapore is a shitty place to start a business. More on that in a moment.

Scienide wrote:What my initial plan was is registering a private limited company in SG, acquiring the initial capital through selling its shares to our investors, then hiring myself as a director and relocating to SG to manage the company. We plan to break even within a year and then get to profitability.

From what I've read:
1. We're going to need a local director. I'm not suitable for that role even if we hire myself as a director because the local director has to be a PR or a citizen. Is that right?

No, that is not correct. A private limited company in Singapore must have at least one "normally resident director". This means a citizen, a PR, or a person who has been issued an EP for the company and has the legal right to live and work in Singapore. So, yes, IF you can get an EP issued for you for your company, you can be the local director.

To do this, however, requires that you hire a company that will supply you with a local director, and who will handle all the filing issues for the company and for your EP, at least until such a time as your EP has been issued and you are resident in Singapore. Then, you can dump the company and your rented director.

While the companies that offer you a "nominee director" will insist that their director has limited powers, every director in Singapore has duties and powers under the Companies Act that cannot be abridged through other agreements, for example, you could not create a director's contract that prohibited the director from entering into contracts.

By the same token, that rented director is also 100 percent liable for the actions of the company and can be sued civilly and criminally for the deeds that you might perform. Therefore, any company that will rent you a director will also insist on access to your bank accounts, approval of all contracts, and in general, will want to know everything about your business. You see, they are really worried that you're busy creating a money laundering business and they don't want to go to jail for stuff that you do. And the Singapore government has already shown that they will jail people for money laundering.

But, let's summarize and say that if you have a legitimate company, and want to setup in Singapore, you can use a "rent a director" company to get started, and to get your own EP to run the company, assuming that everything else works out.

Scienide wrote:2. Even if we hire a local director and succeed with creating a company, it's going to be a huge issue to get an EP for me to hire myself as a director, because from the MoM's PoV it's going to look like our only goal is to get an EP. So the only option if we go that way is to keep the hired director in full control of the company?

You are sort of correct on this issue. From about 1995 to around 2005 or so, it was very easy to form a company through the Entrepass scheme. You didn't even need to prove that you had money in the bank to start a company. As a result, every Tom, Dick, and Abishek abused the shit out of the system. No money, no experience in running a business, no skills... but it was a ticket to get the right to live and work in Singapore.

As a result, the government cracked down on new business applications to the point that it was almost impossible to start a business in Singapore without venture capital investment, or a patent, or a special relationship with a couple of Singapore business incubators. The number of people you had to hire to keep your EP was ridiculous. Things have loosened up considerably, but new companies are still a pain in the ass... do a search for posts by ukdesigner to get some examples of the hoops he had to jump through.

However, the Singapore government encourages existing businesses to come to Singapore, and while your business plan will be thoroughly vetted, and you will have actual capital requirements in order to be approved, it's still easier than the Entrepass route. If you're a major corporation opening an office in Singapore, approval is almost guaranteed. If you're a tech company with a successful track record elsewhere, and your business plan hires locals, and you have enough capital to make it go, you might get approved. If you want to open a restaurant, it better be high end, with hundreds of thousands of dollars of investment capital, and hire lots of locals or you'll never get approved.

But, you see your problem, don't you? You said you've never registered your company so it doesn't exist. In order for you to start a business in Singapore, you'll need the details of your existing business, including copies of its registration. That could be a problem.

Scienide wrote:3. There is another potential way - register a company overseas and then register a private limited company in SG with the sole shareholder being that overseas company. However, there are number of issues with that. First of all, it's going to look as sketchy (if not more) because the overseas company was just registered? Second, we won't be able to sell shares to our investors that way, we would have to do it from that overseas company and do most of the business through that overseas company, which kinda kills the entire purpose of incorporating in a more stable jurisdiction...

I have absolutely no idea what you are trying to accomplish here. Legitimize the company that you currently have that doesn't actually exist on paper? What would this accomplish? Surely there must be some evidence that you've had a working company for the 10 years that you state. Yes? No?

In my view, you need a legitimate company and a legitimate company history, both for forming a new company, and to keep your investors informed. You really want someone to invest in a company that doesn't exist? Something doesn't add up.

Scienide wrote:So should I get pessimistic and just accept the fact that it's not going to work?
Or is there anything I'm missing here?

Thank you for reading!

Again, why Singapore? Why not an LLC in the USA? Why not a private limited in the Netherlands?

You haven't said anything about what your business is, how many people in Singapore will be running it, nor how many locals will be involved in running the business. I have no idea of how many investors you are seeking, nor the total amount of investment you seek to obtain. I have no idea of what your estimated revenues or net profits will be, based upon your pro forma statements. So again, if the numbers are big, the government might love you. If you're small you could be just one more wanker trying to get the legal right to live in Singapore. You can see why your business plan and background is so important.

Singapore really doesn't care very much for absent managers and directors for local companies. In fact, every non-resident director and senior manager who receives any compensation from a Singapore company must have income tax deducted at the rate of 22 percent before the money is sent to the non-resident individual.

Singapore banks are extremely skitterish about money laundering, given that several have been caught up in the 1MDB scandal. And you, showing up with a non-existent, 10 year old company that has never been registered and plans on selling shares into an undefined business that was just setup... you can understand how typical government clerk might say, "What the ferk???" Is this a scam? A ponzi scheme?

You need a proper business plan and documentation of past business activities to convince the government that you have a real, legitimate business deserving of a chance in Singapore. Otherwise, your chances are very low.

Thank you for the detailed response!

1. Yes, you're correct, as far as I know it is illegal to run a business as an individual in my own name and receive payments to a personal bank account for that.
However, it was always very small because the target audience of the project is very small.
Under "we" I mean myself and my partner who was the author of the original idea of the project.
The thing is that we want to stop doing this business illegally and want to become an actual registered company.

2. I also totally understand that since it was never a registered company the business doesn't exist from any government's PoV. I have no way to prove it was up and running and even if I provide the information like list of customers, their subscription payments with invoices in my name, bank account statements, etc. - it won't do any good for me as there is no official business registration... It'll rather show that I've been running a business illegally which is a major red flag.
As far as I understand it's better to not even mention that I was running that business before now.
The information I have provided in my OP was just a bit of a background.

3. We don't have a reputation as a legal entity, but we do have a reputation as a team that is there for 10 years on the market and our customers trust us and many of them are willing to invest into our new project.
Our new project will have a much larger target audience and is related to the original project, thus we can use our existing IP (not patented but I guess we can fix that), expertise, customer base.
We can also use parts of our existing IT infrastructure (servers, software) to make the new project easier to launch.

4. I believe that we can stay within the 50 shareholders limit. Total capital we're going to raise initially is 500k-ish USD. That's kinda small, I'm aware of that, but according to our calculations it should be enough to launch our project.
We are working on a business plan at the moment and I definitely understand its importance. We won't do anything until it's done and we will do it properly.
We do plan to hire locals at some point in the legal and marketing areas as these are out of our area of expertise.
We are not targeted directly at the SG/APAC, but we plan to have customers from all over the world, primarily EU/US/APAC.

5. Answering the "Why Singapore?" part:
- we are not EU or US citizens so opening a company in the EU or US is going to be harder for us;
- as far as I know, tax burden in SG is reasonable;
- SG has a much more "transparent" government than that in our country of origin;
- I personally like SG a lot and has been there a number of times.

6. I wasn't even considering Entrepass because I've read a lot about it on these forums and it doesn't appear to be realistic to go that way.

---

So, as far as I understand, if I wasn't acting as a legal entity but rather as an individual before now, I cannot prove that the business is real. And without an already functioning business it's pointless to even try getting an EP to our company no matter how much of investments we will attract?
And registering a company without getting an EP and keeping a hired nominee director in it is just plain dangerous as that director will have a full control over the company?..

Scienide wrote: ↑

Sun, 01 May 2022 11:43 am

Thank you for the detailed response!

1. Yes, you're correct, as far as I know it is illegal to run a business as an individual in my own name and receive payments to a personal bank account for that.
However, it was always very small because the target audience of the project is very small.
Under "we" I mean myself and my partner who was the author of the original idea of the project.
The thing is that we want to stop doing this business illegally and want to become an actual registered company.

There is nothing illegal about running a business in your own name. It's called a sole proprietorship, and it is one of the most ancient business models in the world... since the beginning of time. You are a self employed person. In the USA you file Schedule C with your personal tax return. In Singapore you file form B or B1 depending upon how much money you earned.

What is illegal is failure to report earned income from self employment. Did you report your income and pay any taxes owed on your self employment income?

If you did, then you have a track record of income, expenses, and profits. If you didn't, then you have two problems. You have failed to follow the law, and you have no verifiable means of employment.

Scienide wrote:2. I also totally understand that since it was never a registered company the business doesn't exist from any government's PoV. I have no way to prove it was up and running and even if I provide the information like list of customers, their subscription payments with invoices in my name, bank account statements, etc. - it won't do any good for me as there is no official business registration... It'll rather show that I've been running a business illegally which is a major red flag.
As far as I understand it's better to not even mention that I was running that business before now.
The information I have provided in my OP was just a bit of a background.

As I said, there is nothing illegal about running your own business in your own name. What is illegal is failure to report income. You may or may not wish to answer that here but that is what matters.

Scienide wrote:3. We don't have a reputation as a legal entity, but we do have a reputation as a team that is there for 10 years on the market and our customers trust us and many of them are willing to invest into our new project.
Our new project will have a much larger target audience and is related to the original project, thus we can use our existing IP (not patented but I guess we can fix that), expertise, customer base.
We can also use parts of our existing IT infrastructure (servers, software) to make the new project easier to launch.

4. I believe that we can stay within the 50 shareholders limit. Total capital we're going to raise initially is 500k-ish USD. That's kinda small, I'm aware of that, but according to our calculations it should be enough to launch our project.
We are working on a business plan at the moment and I definitely understand its importance. We won't do anything until it's done and we will do it properly.
We do plan to hire locals at some point in the legal and marketing areas as these are out of our area of expertise.
We are not targeted directly at the SG/APAC, but we plan to have customers from all over the world, primarily EU/US/APAC.

5. Answering the "Why Singapore?" part:
- we are not EU or US citizens so opening a company in the EU or US is going to be harder for us;
- as far as I know, tax burden in SG is reasonable;
- SG has a much more "transparent" government than that in our country of origin;
- I personally like SG a lot and has been there a number of times.

6. I wasn't even considering Entrepass because I've read a lot about it on these forums and it doesn't appear to be realistic to go that way.

---

So, as far as I understand, if I wasn't acting as a legal entity but rather as an individual before now, I cannot prove that the business is real. And without an already functioning business it's pointless to even try getting an EP to our company no matter how much of investments we will attract?
And registering a company without getting an EP and keeping a hired nominee director in it is just plain dangerous as that director will have a full control over the company?..

I'm going to conclude my comments as follows.

1. I don't know where you are from, and this will make a difference if you're trying to start a business and get work permits. Eastern European countries and heavily populated Asian countries, as well as African countries all raise red flags, simply because there are so many people seeking to find a better life. Consider this before making application. Your application will receive additional scrutiny.

2. The type of business you want to start in Singapore matters. Bio and pharma are big. Finance might work if you're bringing capital into the country. Tech might work but not if you're planning on starting a computer repair business. Most any trade or service business will be denied because those are jobs for locals. The exception would be if you have sufficient resources to create a business that hires locals.

3. If you haven't been following the law with respect to taxes in your country of residence, then that's not going to help you at all. Honestly, no country wants tax dodgers.

4. Track record makes all the difference. If you have been running a successful business for 10 years, then you should have, or be able to create, financial statements. You should have customer lists. You should have product or service brochures. You should be able to demonstrate that you know how to run a business, have been running a successful business, and that you can transfer these skills to Singapore to create a business. If you don't have this, then you're just one more person in the masses that have nothing to offer Singapore, and in the end, Singapore only lets people in if they think it will benefit Singapore. That is a key takeaway. This is what your business plan needs to reflect.

5. You need to have some money. These forums are filled with posts from people who have had their EP's rejected for their startup companies because, "There are insufficient revenues so support the EP salary." You see, the idiots that provide you rented directors and apply for EP's seem to think that big salaries get you an EP. But, that salary has to be paid from somewhere, and if your revenues don't cover it, then you better have some seed capital to cover expenses until profitability. Singapore is not going to let you in without proof that you can support yourself.

So, there it is. If you've got a successful business, you're a straight player, and you've got your business plans in place, you might give it a shot. You'll only be out 2 or 3 thousand Singapore dollars to make the attempt.

Thank you for the information!

So basically it's about paying taxes for the income received as a sole proprietor and having solid documentation on what has been happening - information about customers, invoices, the product itself; then having a solid business plan and letters of commitment from the investors.
Color of my passport and what's written on it is certainly going to make it harder since I'm of Eastern Europe origin... But there are still chances as far as I understand.
Factors that increase the chances are the type of business (IT, not some local service but rather a global online service/platform/software) and the fact that we're going to hire locals at some point (that should be visible in the business plan).

Thank you again for your help!

You also will need a solid business plan. It's not an either/or proposition.

Scienide wrote: ↑

Mon, 02 May 2022 12:21 pm

Thank you for the information!

So basically it's about paying taxes for the income received as a sole proprietor and having solid documentation on what has been happening - information about customers, invoices, the product itself; then having a solid business plan and letters of commitment from the investors.
Color of my passport and what's written on it is certainly going to make it harder since I'm of Eastern Europe origin... But there are still chances as far as I understand.
Factors that increase the chances are the type of business (IT, not some local service but rather a global online service/platform/software) and the fact that we're going to hire locals at some point (that should be visible in the business plan).

Thank you again for your help!

No, basically it's about being an honest, legitimate business person. Paying taxes is part of that.

It's about having a track record. It's about having business records. It's about having a business plan.

No, basically it's about being an honest, legitimate business person.

That's exactly what we want to be.

Thank you again for all the information!

You are not likely to qualify for a tech pass (min $20,000 per month salary).

You might want to find a partner here who you can work with to launch a company with (or merge your idea into) under a JV.

Not easy but at least they could get you an EP. Don't be too worried about the East European part. Plenty of Russians and Albanians here running pubs and the like (MD may be a little out of touch with that).

PNGMK wrote: ↑

Tue, 03 May 2022 10:07 pm

You are not likely to qualify for a tech pass (min $20,000 per month salary).

You might want to find a partner here who you can work with to launch a company with (or merge your idea into) under a JV.

Not easy but at least they could get you an EP. Don't be too worried about the East European part. Plenty of Russians and Albanians here running pubs and the like (MD may be a little out of touch with that).

Thank you for the input!

So if the startup is in the IT area I'd need a 20K SGD salary to have a chance to get an EP as a director?

No- 20k for a tech pass which doesn't need a supporting company. For an EP the amount is lower depending on age and quals. Probably 6 to 10k.

PNGMK wrote: ↑

Wed, 04 May 2022 6:27 pm

No- 20k for a tech pass which doesn't need a supporting company. For an EP the amount is lower depending on age and quals. Probably 6 to 10k.

Thank you for the clarification!
Yes, that's what I read about the EP salary requirements.

And yes, definitely it would be much easier to start it as a joint venture with a local partner if I had one...

So for now I'm focusing on preparing the paperwork.

PNGMK wrote: ↑

Tue, 03 May 2022 10:07 pm

Plenty of Russians and Albanians here running pubs and the like (MD may be a little out of touch with that).

Indeed, I am out of touch. It's been 9 years since I left the red dot.

At the time I lived there, I was curious how the thugs in ill fitting suits that were the bouncers at the Russian club on the top floor of Four Floors could get work permits. What was it called? Top Five, I think? Instead of your usual Four Floors fare of Asian ladies, this place was filled with tall, white skinned blondes and their handlers.

And now you say, they run bars all over the place? I cannot figure this out.

Occam's razor MD. The simplest answer is usually the correct answer regardless of how morally wrong it may be. "If you hear hoofbeats think of horses, not Zebras".

I ask myself the same thing when I see shophouse after shophouse being turned into a "spa" and the redlight district spreading from Geylang to Balestier to Serangoon to other areas and more.

I have avoided OT for many years after my ex boss (a former Drug Detective from HK) told me to never go there again after he spotted Albanian mafia inside the old 392 on our last visit.