Logistics of setting up a company Dr Carl Firth ASLAN Pharmaceuticals

Transcription

1 Logistics of setting up a company Dr Carl Firth ASLAN Pharmaceuticals 20 January 2015

2 Outline Registering a company Branding Capital structure People Finance IT Offices Other things to consider 2

3 3 1. REGISTERING A COMPANY

4 Jurisdiction REGISTERING A COMPANY Considerations Where will you be doing business Taxes Ease of setting up business Easiest places to register a company Singapore Hong Kong US UK Most difficult places to register a company China 4

5 Company officers REGISTERING A COMPANY Requirements vary from place to place Resident Director Required in most jurisdictions (including Singapore) PR qualifies Company secretary Required from start in some jurisdictions Not required for all companies in Singapore, but good practice to have one Responsible for handling administrative activities and keeping formal company records up to date 5

6 Registration REGISTERING A COMPANY Registration can be done in minutes online Require following information Company name Company address Company officers personal details Shareholders personal details Memorandum and Articles of Association Can we done yourself or by third party agent Note that most of this information will go into the public domain 6

7 7 2. BRANDING

8 Choosing a name BRANDING Relevance to your business Uniqueness avoid confusion Avoid founder names Consider trademarking In Singapore, will end with Private Limited will vary from jurisdiction to jurisdiction Consider whether you need a Chinese name 8

9 Web site BRANDING Ensure you can register site, even if you re not planning a web site for several months Try to get.com Don t do too much repeated searching for same domain Relatively inexpensive for basic service Watch out for trolls! 9

10 Logo BRANDING Uniqueness avoid confusion Don t infringe other logos / pictures Consider colour scheme Look at different magnifications Use designer you will need to give them sense of what your company is about 10

11 Business cards BRANDING Don t postpone you ll need them from the outset Consider what languages you need Don t get too fancy unless you are a fashion brand Use a good printing shop 11

12 Document templates BRANDING Extend your branding to document templates Powerpoint Document Letter Etc Pay attention to Colour scheme Fonts General style Include company number where needed 12

13 13 3. CAPITAL STRUCTURE

14 Founders shares CAPITAL STRUCTURE Founders shares are given to founders of a company Typically given at zero value (tax) Common shares In exchange for initial ideas, sweat equity etc Assume each share is a dollar and try to quantify initial inputs Need to be able to justify, otherwise early investors will complain 14

15 Seed financing CAPITAL STRUCTURE Refers to the first round of financing Typically common shares Best if founders / management participate Provides the early capital that allows company to set up, covers: Set up costs Early licensing fees for technology Initial rent, equipment Typically does not cover Salaries Significant development costs 15

16 Equity incentive schemes CAPITAL STRUCTURE All companies should allow employees to share in future upside in company providing alignment Schemes award either shares or options Options cheaper to give, but more complex and have tax implications Usually, come with an associated vesting schedule You can put in place a conceptual scheme and formalise later with appropriate documentation 16

17 17 4. PEOPLE

18 Key roles PEOPLE Consider key roles you need at the beginning Typically CEO, CSO Many functions can be outsourced: Finance HR IT Put in place employment contracts Remuneration Notice IP ownership / assignment Confidentiality etc 18

19 Board PEOPLE Appoint a Board Don t have all your management on the board Select independent directors carefully People who can help you People who might invest People who are well respected Avoid even numbered Boards Appoint a Chairman 19

20 20 5. FINANCE

21 Bank accounts FINANCE Can be a real pain! Local banks easier to work with and offer slightly better service, but international banks have better cross border services Lots of documentation required Need to decide authorisation / signatory limits A lot more expensive than personal banking Suggest speaking to several banks 21

22 Filing accounts FINANCE Important to keep track of accounts from the outset Can be done by part time or outsourced bookkeeper Decide your financial year Audited accounts not required at the beginning Note that audited financials may also be required to comply with grant conditions Don t necessarily have to go with the big 4 PwC, E&Y, Deloitte, KPMG Accounts have to be filed annually with ACRA 22

23 23 6. IT

24 Document storage IT Need way of sharing documents in your team Also need to ensure company documents are archived and protected Decide between onsite storage and remote storage Many vendors out there for remote go with a more established one Eg Dropbox, Box Separate personal from business Consider collaborative workspace 24

25 IT Need a company address Forwarding vs actual registered address Most commonly used: Microsoft Exchange Typically also provides shared calendar services Mostly done through pay monthly services Create consistent signature and confidentiality statement 25

26 26 7. OFFICES

27 Finding a location OFFICES Determine your requirements and budget Many companies start in a serviced office Provides desks, secretaries, dedicated phone etc Flexible But expensive as you start to grow Science parks are not cheap, but a necessity if you need lab space Singapore office rents on the up Typically 2 3 year rentals Consider location as a way to attract employees 27

28 Outfitting OFFICES Can be expensive, especially if you are refitting Easily $50 100k for small to medium office Don t go overboard, your early investors will want to see some austerity Health and safety considerations Need to consider network, telephones (PBX) etc 28

29 29 8. OTHER THINGS TO CONSIDER

30 Other bits and pieces OTHER THINGS TO CONSIDER Insurance Travel D&O Key man Policies Travel Expenses 30 CONFIDENTIAL

31 Summary Registering a company Branding Capital structure People Finance IT Offices Other things to consider 31

32 Carl Firth CEO