company formation

[Meng Weng Wong]

So the agent for 56A Kandahar asked me today if I would be signing the
lease in a personal capacity, or if there would be a company.

I told him we would incorporate. Which leads me to the next question.

Is there anybody here who would like to get some experience
incorporating a Singapore company?

I've done it before and I'm not afraid to do it again. It's quite
painless. All you need is a Singpass. (And no history of bankruptcy.)

But then I thought that if there were some entrepreneurially minded
people on the list, who might one day start a company of their own,
they might like to go through the process, just for practice.

If you'd like to volunteer to do the incorporation and the creation of
the bank account, etc, speak up now...

If nobody volunteers by Wednesday, I'll do it.

I think we're going to end with a Pte Ltd just for convenience.

For extra credit, research the differences between a Pte Ltd, a
limited-by-guarantee, and an LLP. :)

[Ruiwen Chua]

I would like to volunteer to incorporate for the Hackerspace. We've been thinking of incorporation for the Hackerspace too, before all this, so I think this is something we would like to do. ("We" being Justin, Luther and myself)

If the community is supportive, we would like to take this forward.

Cheers
Ruiwen

2009/10/12 Meng Weng Wong <meng...@pobox.com>

[Jason Ong]

I'm all for it. :)

Regards,

Jason Ong

--

Sent from my iPhone 

[Jeffrey 'jf' Lim]

Is incorporating as a Pte Ltd the best way? I have the sense that it comes with a lot of other unnecessary obligations and paperwork. What are the alternatives?

-jf

--
In the meantime, here is your PSA:
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   -- Andrew Fear, Software Product Manager, NVIDIA Corporation
http://kerneltrap.org/node/7228

[kelvin]

HI Jf,

  In my personal opinion the main issue with either registration as a  LLP, SP or Pte Ltd is Liability.  The following link provided in Bizfile provides a  pretty good summary.

http://www.bizfile.gov.sg/mybizfile/prod/pop_up/comparison_chart.htm

 

 

Regards

Kelvin

[Jeffrey 'jf' Lim]

How about as a society?

[Ruiwen Chua]

2009/10/13 Jeffrey 'jf' Lim <jfs....@gmail.com>

How about as a society?

Briefly reading through the procedure for registering a Pte Ltd (Private Exempt) vs a Society, here are the major differences I've found:

Founding members:

• Company
• At least one with SingPass
• Society
• 10 members required with SingPass for President, Secretary and Treasurer
• <quote src="http://www.ifaq.gov.sg/mha/apps/fcd_faqmain.aspx">
  Information on the Members
  (a) Names of 10 Members
  (b) Title of Office (e.g. President, Secretary, Treasurer, Ordinary Member, etc)
  (c) Residential Address
  (d) Contact Information (e.g. email, mobile no.,etc)
  (e) Nationality, Resident Status in Singapore, NRIC/FIN No., Date of Birth
  (f) Gender, Marital Status, Race, Dialect Group, Religion
  (g) Educational Qualifications, Present Employment Status
  (h) Membership in other societies, if any.
  </quote>
  

Registration time:

• Company
• <quote src="http://www.acra.gov.sg/Company/Starting_a_Company/Incorporating+a+Local+Company.htm">
  

  A company is usually incorporated within 15 minutes after the registration fee is paid.

  However, it may take between 14 days to 2 months if the application needs to be referred to other authorities for approval or review. For example, if the intention of the company is to carry out activities involving the setting up of a private school, the application will be referred to the Ministry of Education.
  </quote>
  

  
  
• Society
• <quote src="http://www.ifaq.gov.sg/mha/apps/fcd_faqmain.aspx">
  The average processing time under the normal registration process is two months. Registration is immediate for those who qualify under the Automatic Registration process.
  </quote>
  
  

Registration fees:

• Company
• $315 ($300 for incorporation, $15 for name registration)
• Society
• $280 (if eligible for Automatic Registration, submitted online) / $400 (normal registration, submitted online)

Paperwork:

• Filing annual returns (Both)
• Appoint Secretary (applicable to Company, part of Exco for Society)
• Getting audited (Private exempt companies can be exempt, Societies' accounts need to be audited)
  

 
Do feel free to add on if I've missed anything or got anything wrong.

But from the above, it would appear that there are minimal differences between a Company and a Society, with a Company actually appearing to be slightly leaner and more efficient.

Cheers
Ruiwen

[Jeffrey 'jf' Lim]

On Tue, Oct 13, 2009 at 10:20 AM, Ruiwen Chua <rwc...@gmail.com> wrote:

2009/10/13 Jeffrey 'jf' Lim <jfs....@gmail.com>

How about as a society?

Briefly reading through the procedure for registering a Pte Ltd (Private Exempt) vs a Society, here are the major differences I've found:

<snip>

Do feel free to add on if I've missed anything or got anything wrong.

But from the above, it would appear that there are minimal differences between a Company and a Society, with a Company actually appearing to be slightly leaner and more efficient.

thanks. How about the actual running of the company, vs society? You incorporate a Pte Ltd, and the shareholders will be more or less "fixed in stone". Is this going to be run as a cooperative ("society"), or as a top-down "I tell you what to do" kind of thing? What role is this Pte Ltd going to play? I'm thinking that these are things that need to be decided, and talked about.


-jf

[Koo Jun Hao]

On 10/13/2009 10:47 AM, Jeffrey 'jf' Lim wrote:
> On Tue, Oct 13, 2009 at 10:20 AM, Ruiwen Chua <rwc...@gmail.com
> <mailto:rwc...@gmail.com>> wrote:
>
> 2009/10/13 Jeffrey 'jf' Lim <jfs....@gmail.com

> <mailto:jfs....@gmail.com>>

>
> How about as a society?
>
>
> Briefly reading through the procedure for registering a Pte Ltd
> (Private Exempt) vs a Society, here are the major differences I've
> found:
>
> <snip>
> Do feel free to add on if I've missed anything or got anything wrong.
>
> But from the above, it would appear that there are minimal
> differences between a Company and a Society, with a Company actually
> appearing to be slightly leaner and more efficient.
>
>
> thanks. How about the actual running of the company, vs society? You
> incorporate a Pte Ltd, and the shareholders will be more or less "fixed
> in stone". Is this going to be run as a cooperative ("society"), or as a
> top-down "I tell you what to do" kind of thing? What role is this Pte
> Ltd going to play? I'm thinking that these are things that need to be
> decided, and talked about.
>
>
> -jf
>

What about a non-profit organisation? Is there such a registration in
Singapore?

Junhao

--
Regards,
Junhao

[Meng Weng Wong]

On Oct 13, 2009, at 10:47 AM, Jeffrey 'jf' Lim wrote:

thanks. How about the actual running of the company, vs society? You incorporate a Pte Ltd, and the shareholders will be more or less "fixed in stone". Is this going to be run as a cooperative ("society"), or as a top-down "I tell you what to do" kind of thing? What role is this Pte Ltd going to play? I'm thinking that these are things that need to be decided, and talked about.

supposing we go with a Pte Ltd, i expect for the first few months at least the shareholders will be Ruiwen + one or two other people; the membership roster will be managed separately.

so the model would look more like a gym membership or health club, where members are really customers.

a few months down the line we can harmonize the shareholding, (or in the case of an LLP, the partnership) so that members of the hackerspace are also proper members of the legal entity.

the shareholding is not a big deal because we're going to be basically not-for-dividend even though we'll incorporate as a Pte Ltd for convenience.

[Meng Weng Wong]

On Oct 13, 2009, at 10:20 AM, Ruiwen Chua wrote:

But from the above, it would appear that there are minimal differences between a Company and a Society, with a Company actually appearing to be slightly leaner and more efficient.

I'd like to see the community make a decision soon and get a company registered and a bank account set up please so we can go ahead with some of the $ transactions, like making a rental commitment...

i have started a project wave here:

https://wave.google.com/wave/#restored:wave:googlewave.com!w%252BgG0PV72wE

[Meng Weng Wong]

On Oct 12, 2009, at 10:12 PM, Meng Weng Wong wrote:

So the agent for 56A Kandahar

A small group are going to swing by 56A Kandahar at 6:30pm this evening (Tuesday) to take (another) look at the space.

If you can join us, call me ...

[Ruiwen Chua]

I think it's definitely not going to be a "I tell you what to do" kind of set up. That does seem to be rather against the free exploration and experimentation ethos of a Hackerspace.

I'll share my thoughts here, and maybe people on the list can correct me if I'm going off on the wrong track.

I see the company's role primarily as providing for the community by running the operations of the Hackerspace (volunteers welcome, of course =). At the same time, I also see the Hackerspace/Company as the entity under which we can organise activities to help promote the hacker culture locally.

Day-to-day running of the Hackerspace could be done on a "for the community, by the community" basis, so ideally, management can take a bottom-up instead of top-down approach.

What are your thoughts?

//Ruiwen

[Jeffrey 'jf' Lim]

so long as this is the actual approach, I would be ok with incorporating as a Pte Ltd for a start. Going through the process of setting up a society does require a lot of work, but this is work that is designed (spirit-wise, that is) to help you arrive at a structure that will ensure a fair and just treatment for all.

BUT! If we can manage to arrive at the same goal another way, through participation from the community, this would be better for the community. I get the sense that most societies dont really get all that much participation anyway when it comes to the making up of the rules and regulations.

So to answer Meng Wong's question then, I, as part of the community, would be ok with going ahead with the Pte Ltd.

-jf

[Tamás Herman]

hi,

im also curious about the process and the details.
so the question is when?
+65 97 81 41 00 <-- call me pls, when can i join. :)

--
tom

[Ruiwen Chua]

Actually, since this is going to be for the community, it would be interesting to hear what everyone thinks about how the Hackerspace should be run, eg. who sets the rules, who decides what, who gets what rights and so on.

Thoughts?

[Michael]

If you're dealing with money from both outsiders and members, its best
to keep clear of the society route.

As a society, activities you organised has to be only for registered
members. Otherwise, you'll have to start keeping a separate set of
accounts for non-member activities. In short - messy. And you have to
organise AGMs and elect office bearers. Much as we like democracy...
it'll still get messy... and likelihood of the agenda being hijacked
by outsiders who stuff the votes. Not pretty.

A Pte Ltd would be good... as a form of liability shield. But it gets
messy when you have to assign Directors, Shareholders... and when
shareholders leave, you have to transfer shares... more directors
means more signatories required for resolutions...

An LLP is like a partnership - with the liability shield of a Pte Ltd.
So that would be good if you wish to have shared stakeholder-ship of
this entity along.

Just my 2 cents.

Michael Cheng
Philosophy in Programming Society

PS: Good job you guys! This looks promising.

On Oct 13, 9:17 pm, "Jeffrey 'jf' Lim" <jfs.wo...@gmail.com> wrote:
> On Tue, Oct 13, 2009 at 5:54 PM, Ruiwen Chua <rwc...@gmail.com> wrote:
>

> > 2009/10/13 Jeffrey 'jf' Lim <jfs.wo...@gmail.com>

>
> >> On Tue, Oct 13, 2009 at 10:20 AM, Ruiwen Chua <rwc...@gmail.com> wrote:
>

> >>>  2009/10/13 Jeffrey 'jf' Lim <jfs.wo...@gmail.com>

[Jason Ong]

LLP sounds good? What are the implications?

--
Cheers,
JasonOng

---
twitter: @jasonong
friendfeed: jasonong
facebook: velvetpd

[Michael Cheng]

According to Wikipedia:

LLPs are formed under the Limited Liability Partnerships Act 2005. This legislation draws on both the US and UK models of LLP, and like the latter establishes the LLP as a body corporate. However for tax purposes it is treated like a general partnership, so that the partners rather than the partnership are subject to tax (tax transparency).

http://en.wikipedia.org/wiki/Limited_liability_partnership#Singapore

You can read up on it on ACRA: http://www.acra.gov.sg/Limited_Liability_Partnership/Starting_a_LLP/What+is+a+Limited+Liability+Partnership+LLP.htm

Found a pretty good explanation here: http://www.rikvin.com/Limited-Liability-Partnership-(llp).html

"LLPs do not have directors, shareholders or partners. Instead they just have members, who own and run the business.

LLPs are taxed in a similar manner as partnerships. This means that members of LLPs are treated as if they are carrying on business personally and taxed as self-employed. The members of LLPs are also treated for taxation purposes as owning the assets of the business personally.

However this comes with safeguards in law to minimize abuse and provide protection to parties who deal with the LLP. The LLP is a body corporate and has legal personality separate from its partners. The LLP has perpetual succession. Any change in the partners of a LLP does not affect its existence, rights or liabilities."

As an LLP, there paperwork is not as heavy - P&L & Balance Sheet. Only additional filing is a declaration of solvency / insolvency (whether you can pay your debts).

You get the liability shield of a Corporation. Just to note, personal liability does applies to Pte Ltd and LLP as well.

On the flip side, as a LLP, the partners are subject to tax.

Another 2 cents...

Michael Cheng

[Ruiwen Chua]

2009/10/15 Michael Cheng <mchen...@gmail.com>

According to Wikipedia:

LLPs are formed under the Limited Liability Partnerships Act 2005. This legislation draws on both the US and UK models of LLP, and like the latter establishes the LLP as a body corporate. However for tax purposes it is treated like a general partnership, so that the partners rather than the partnership are subject to tax (tax transparency).

http://en.wikipedia.org/wiki/Limited_liability_partnership#Singapore

You can read up on it on ACRA: http://www.acra.gov.sg/Limited_Liability_Partnership/Starting_a_LLP/What+is+a+Limited+Liability+Partnership+LLP.htm

Found a pretty good explanation here: http://www.rikvin.com/Limited-Liability-Partnership-(llp).html

"LLPs do not have directors, shareholders or partners. Instead they just have members, who own and run the business.

LLPs are taxed in a similar manner as partnerships. This means that members of LLPs are treated as if they are carrying on business personally and taxed as self-employed. The members of LLPs are also treated for taxation purposes as owning the assets of the business personally.

However this comes with safeguards in law to minimize abuse and provide protection to parties who deal with the LLP. The LLP is a body corporate and has legal personality separate from its partners. The LLP has perpetual succession. Any change in the partners of a LLP does not affect its existence, rights or liabilities."

As an LLP, there paperwork is not as heavy - P&L & Balance Sheet. Only additional filing is a declaration of solvency / insolvency (whether you can pay your debts).

You get the liability shield of a Corporation. Just to note, personal liability does applies to Pte Ltd and LLP as well.

On the flip side, as a LLP, the partners are subject to tax.

Doesn't a Corporation shield shareholders from personal liability? At least the comparison table from ACRA Kelvin posted seems to suggest so:

"Shareholders not personally liable for debts and losses of company"

However, before we go on debating about Pte Ltd vs LLP, I think it needs to be said that Hackerspace.SG Pte Ltd was incorporated yesterday, by Meng, Luther, Justin and myself. However, I think we're all in agreement that the Hackerspace should be community-, not company-led.

Is everyone ok with this arrangement? Are there any objections?

 

[kelvin ng]

Hi all,  
     Yeah no problems with the arrangements. Apologies for not contributing more as I am busy with my training program under exploit technologies.
 
regards
Kelvin
 

---

Date: Thu, 15 Oct 2009 17:04:47 +0800

Subject: [HackerspaceSG] Re: company formation

From: rwc...@gmail.com
To: hacker...@googlegroups.com

---

Windows Live: Make it easier for your friends to see what you’re up to on Facebook.

[Michael Cheng]

If the law suit is against the company, the shareholders & directors
will not be affected personally. However, it doesn't prevents anyone
from throwing a personal lawsuit against a person - if they find that
the root cause can be traceable to a director's personal actions or
inactions. Eg. You can also sue a director for libel.

Anyways, as a Pte Ltd, it gives you more flexivility to endeavour on
profit-oriented or non-profit oriented / charitable activities. Guess
we'll have to see the directors as stewards then... :D

Michael Cheng

[Jason Ong]

Congratulations to the birth of Hackerspace.SG! :)