For more information, please visit the ACRA website at www.acra.gov.sg and click on "Registration".

FREQUENTLY ASKED QUESTIONS BUSINESS 1. Can I use my residential address as the business address? The Home Office Scheme allows members of the public to use their residential address as the business address. You will have to obtain prior approval from the HDB (for HDB flats) or URA (for private properties) if you want to use your residential address as your business address. The website is www.hdb.gov.sg and www.ura.gov.sg. Please access these websites to obtain more information on the Home Office Scheme, the procedures for application and the guidelines. Once you have obtained the approval to use your residential address as the business address, you will then have to register the new business online. Please log into www.bizfile.gov.sg using your NRIC No and SingPass to register the business online. You may obtain the SingPass personally from any CPF office. You can also submit an online application for the SingPass via www.cpf.gov.sg. The CPF Board will mail the SingPass to your address. The registration fee payable for registering a new business is $65 and this fee can be paid via credit card (Visa/Master card) or Internet Banking. If you have already registered the business and want to change the business address to your residential address, you will still have to get the necessary approval from HDB or URA and then log into www.bizfile.gov.sg to notify us of the change in the business address. The fee payable is $20. 2. What is the difference between a company and a business? Here are some basic differences between a company and a business: 1. The business has unlimited liability. This means that the owners can be sued in their personal capacity by creditors. A company, on the other hand, has limited liability and creditors have to sue the company and not the directors or shareholders of the company. 2. It is cheaper to register a business as compared to a company. The fee for registering a new company is $315 and the fee for registering a new business is$65. 3. A business is not required to prepare or submit audited accounts to ACRA on a yearly basis but a company may be required to do so. The business has to renew its registration yearly but the company is not required to do any such renewal. 4. It is easier to close a business as compared to a company. For more information, please visit the ACRA website at www.acra.gov.sg and click on "Registration". 3. I am providing freelance services. Do I need to register my activity as a business? Any activity that is carried out on a continuity basis for the purpose of gain is required to be registered with ACRA. 1

4. How can I register a business firm in Singapore? To register the business, the owner may do any of the following: (a) log into www.bizfile.gov.sg to submit an online transaction to apply register a new business by using his SingPass ID (NRIC or Fin Number) and SingPass. (b) engage the services of a professional firm or service bureau to assist him in submitting the application to register a new business. (c) call at ACRA in person to submit the online transaction at the Self-Help Kiosks. The Medisave payments of the owners of the proposed business must be paid up-to-date at the point of submission of the application. If you have outstanding Medisave liabilities and wish to check on the outstanding amount, please login to www.cpf.gov.sg using your NRIC No. and SingPass. The system will process the application and notify the owner of the outcome of the application. Once the name is approved, the owner must pay a fee of $15 for the approval of the name and a registration fee of $50. The registration of the new business will be valid for 1 year from the date of registration. 5. I would like to register for a business and want to know what licences I need in order to carry out the business. Where can I find the information? All the information on how you can register a business or a company in Singapore can be found on our website at www.acra.gov.sg. Please click on "Registration" and "Business Registration" or "Company Registration". After visiting the website, if you still unable to locate the information that you are searching for, please e-mail us. We will do our best to assist you. For information on the types of approvals or licences that you require in order to carry out your proposed business, please visit this website: www.business.gov.sg. 6. I am the sole proprietor of a business firm. I want to sell the business to another person. What should I do? The correct procedure to notify us of these changes is by submitting an online transaction via www.bizfile.gov.sg. The steps to take are as follows: 1. The existing owner has to log into www.bizfile.gov.sg using his own NRIC No and SingPass to notify us of his withdrawal from the business and to add in the particulars of the new owner(s). The existing owner may obtain the SingPass personally from any CPF office, selective Community Centres, IRAS or ACRA. He can also submit an online application for the SingPass via www.singpass.gov.sg. Crimson Logic will mail the SingPass to his address within 4 working days. 2. The said owner submits the transaction and pays $20 by credit card (Visa/Master card) or Internet Banking. 2

3. The new owner(s) log into BizFile individually using their own NRIC No and SingPass to endorse the transaction. After everyone who needs to endorse the transaction has done so, our records will be updated accordingly. Please note that the endorsement must be done within 3 days from the date of submission of the transaction; otherwise the transaction will lapse and will be rejected by the system. 7. Can I use my residential address as my business address? With effect from 10 Jun 2003, all homeowners will be allowed to conduct small-scale businesses in their homes under the Home Office Scheme. The scheme will apply to both private and HDB properties. 8. Do I need to register my home based business? Any activity that is carried out on a continuity basis for the purpose of gain is required to be registered with ACRA. 9. Currently I have a registered business. Can I change it to a Pte Ltd company? Technically, a registered business (whether sole proprietorship or a partnership) cannot convert to a company. A registered business (that is, a sole proprietorship or a partnership) is a separate legal entity from a company and the law does not provide any process for conversion. Instead, what needs to be done is to terminate the registered business (that is, the sole proprietorship or partnership), inform ACRA that you have ceased to carry on businesses as a registered business and incorporate a new company. Then you may need (i) to transfer the business assets that will be used in the business and any existing contracts over to the new business structure; and (ii) to get new licenses or permits (as licenses and permits usually cannot be transferred). You should seek the advice of the agency issuing the licenses or permits on their validity and seek professional advice generally if you are uncertain as to what should be done. At the point of submission of the online transaction to incorporate the company, you may indicate in the online form that the company is going to take over the business of the registered business (that is, the sole proprietorship or partnership). You are required to provide the details of the registered business (that is, the sole proprietorship or partnership) as well as the date of termination of the business ( which can be postdated up to 3 months ). Thereafter you will have to submit an 3

online transaction to terminate the business registration (that is, notify ACRA that you have ceased to carry on business). The fee payable is $20. The fee payable to incorporate the new company is $315. 10. I need a copy of my business certificate to open a bank accounts. How can I get a copy? Please be informed that we have done away with the issuance of hard copies of business certificates as the law has been amended to remove the requirement for a business to display the business certificate at its place of business. We would advise you to log into www.bizfile.gov.sg and click on "Information Services" to purchase a business profile. The fee payable is $3.30 and this fee can be paid via credit card (Visa/Master card) or Internet Banking. You may use this business profile to open a bank account and apply for other licences or approvals. 4

COMPANY 1. I have printed my company stationery supply for the next 3 years. Can I rubber-stamp the Company Registration Number on all my existing stocks? As a transitional measure, you may use a rubber stamp to indicate the company registration number on your existing stock of stationery. 2. What is paid-up capital? Paid-up capital refers to the issued capital that is paid up by the shareholders. 3. Must a company appoint a company secretary? Section 171 of the Companies Act requires a company to appoint a company secretary. The office of secretary shall not be left vacant for more than 6 months at any one time. Private limited companies need not appoint a professionally qualified secretary. However a secretary must still be appointed. Only public companies must appoint a professionally qualified secretary. Examples of professionally qualified secretaries are lawyers, accountants and chartered secretaries. 4. Must a company appoint a company auditor? Yes. However, a company which is exempted from audit requirements under the Companies Act is exempted from the requirement to appoint an auditor of the company. 5. What is issued capital? Issued capital refers to the share capital which has been allotted to the shareholders. 6. Can my small company be exempt from audit? An exempt private company is exempt from audit requirements if the starting date of its financial year is between 15 May 2003 and 31 May 2004 and its turnover for that financial year does not exceed $2.5 million. For financial years starting 1 Jun 2004,the amount of the turnover has been raised to $5 million. These companies are still required to maintain proper accounting records. 7. How do I know if the company name xxxxx Pte Ltd can be approved? Bizfile automatically processes the name application and responds with outcome. A name will be rejected if it is identical to the name of another company, LLP or business. Undesirable names, including vulgar names, will also not be allowed. 5

8. If my company has one director and one shareholder left, is it compulsory to amend my M&AA? While the law does not require a company to amend its M&AA to cater for a one director company, you may wish to examine your own M&AA to determine if it contains any provisions that will not be operatable if the number of directors is reduced to1. Every company can draft its own set of M&AA and need not rely solely on the provisions in Table A of the Companies Act. In this regard, please refer to section 4 and 184 of the Companies Act. 9. Can anyone else, other than the Company Director or Secretary, apply for striking-off of the company? The directors or company secretary are the rightful persons to apply for striking off since they are the company officers. 10. Can I apply for a company name which is similar to another company name? When you submit a name application, the system will first do a check on similar names. If the proposed name is found to be similar or identical to another name on the ACRA register, the name will be rejected. You may choose to submit another name or submit an appeal to use the proposed name. If you have managed to obtain a letter of consent from the other company/business with the similar name, it would be advisable to attach a copy of the letter (in PDF format) to the name appeal. The name appeal will be routed to ACRA for consideration. It will take approximately 3 working days to process the name appeal. A fee of $15 is payable for the name appeal and this fee is nonrefundable if the appeal is rejected. 6

LIMITED LIABILITY PARTNERSHIP (LLP) 1. What is an LLP? The Limited Liability Partnership (LLP) Act commenced on 11 Apr 2005. Interested persons may either register a new LLP or convert their existing partnership or private limited companies into LLPs. 2. Why would one choose to register The LLP has limited liability whilst the owner of the business firm has unlimited liability. Unlike the Companies Act, the LLP Act does not mandate financial reporting nor audit of financials. All 3 types of business entities have their advantages and disadvantages. It is up to the businessman to decide which type of entity best suits his needs. 3. What is the difference between an LLP and a general partnership? A Limited Liability Partnership ("LLP") allows the partners to retain the flexibility of a partnership agreement but it is not regulated by an identical set of legal principles governing partnerships. In addition, when compared to a partnership, a LLP is required to upkeep its financial records as well as report its financial status of solvency or insolvency annually. Also, as the partners enjoy limited liability, it cannot be terminated as easily as a general partnership. The law provides a comprehensive set of rules to govern winding up of LLPs to ensure protection to the creditors. However as the LLP is a novel concept, we think financial institutions and potential business partners may be more reserved when dealing with it, as compared to a company or general partnership. The law also places restrictions on certain categories of persons (see sections 33 to 37 of the Limited Liability Partnerships Act) who can manage a LLP. There are different advantages and disadvantages of a LLP, as compared to a company and general partnership. Parties concerned should consider the pros and cons of each type of vehicle to decide which suits them the most. 4. Why is there a start for the LLP concept? Many other countries in the world have introduced LLPs as a business vehicle for carrying out business activities. It is time for Singapore to also introduce this additional business entity to give potential entrepreneurs a greater choice of business vehicles as well as to attract foreign investment. 5. The LLP must have at least two partners. - must each partner be a "resident" in Singapore? - can two companies form LLP? The LLP need not to have any locally resident partners. However every LLP must have at least one locally resident manager. The 2 partners of the LLP can be 2 companies. 7

6. Will the partners of the LLP be held personally liable for the debts incurred by the LLP? The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. However a partner may be held personally liable for claims from losses resulting from his own wrongful act or omission. But a partner shall not be personally liable for such wrongful acts or omissions of any other partner of the LLP. 7. What is an LLP? An LLP is another form of doing business in Singapore. This means that instead of registering a business or a company in Singapore, interested parties may choose to register an LLP to carry out their business activities. The LLP will give the owners the flexibility of operating as a partnership whilst giving them limited liability. It combines the benefits of a partnership with those of private limited companies. 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. An LLP is capable of: - Suing and being sued in its name - Acquiring and holding property in its name; - Having a common seal and - Doing such other acts and things in its name, as bodies corporate may lawfully do and suffer. 8. How are the accounts of a LLP going to be accounted for after a company has converted to a LLP? How about GST registered co? The LLP legislation does not prescribe the accounting standards to be used. The LLP Act mandates proper record keeping of accounts to enable the true and fair view of accounts to be presented. We think LLPs would apply Singapore FRS, unless there are exceptional reasons to rely on a foreign accounting standard. 9. Is LLP inheritable, that is, pass the business down to the son? Under the LLP Act, a partner of a LLP shall cease to be a partner of a LLP upon the death of the said partner. Where this happens, unless otherwise provided in the LLP agreement, his personal representative or liquidator (as the case maybe) shall be entitled to receive from the LLP an amount equal to the former partners capital contribution to the LLP and his right to share in the accumulated profits of the LLP after deduction of losses of the LLP and determined at the date the deceased partner ceased to be a partner. The personal representative or liquidator shall have no right to interfere in the management of the LLP. 10. We may provide the use of registered address at our professional firm office, but the client may not have an actual business address. Is there any implication and consequences for the professional firm? It is up to the professional firm to decide on who they should take on as their clients and it is for the firm to decide how best it can protect its own interests. 8

LIMITED PARTNERSHIP (LP) 1. What is the difference between a limited liability partnership (LLP) and an LP? An LLP is registered under the Limited Liability Partnerships Act and has a legal personality separate from its partners, i.e. it can sue or be sued and has the right to own property in its own name. An LLP combines the operational flexibility of a partnership with the limited liability features of a company. Each partner bears limited liability for the debts and obligations of the LLP. An LP is registered under the Limited Partnerships Act and does not have a legal personality separate from its partners, i.e. it cannot sue or be sued and does not have the right to own property in its own name. Each general partner bears unlimited liability while each limited partner bears limited liability for the debts and obligations of the LP. In short, there are different advantages and disadvantages of an LP as compared to an LLP. You should consider the pros and cons of each vehicle carefully before deciding the one that best suits your needs. The Limited Liability Partnerships Act and the Limited Partnerships Act are available at http://statutes.agc.gov.sg/. 2. Must share capital information be lodged with ACRA? No. The Limited Partnerships Act has no provision requiring an LP to lodge share capital information with ACRA. 3. Should I register an LP instead of a partnership, company or limited liability partnership? There are different advantages and disadvantages of an LP as compared to a partnership, company or limited liability partnership. You should consider the pros and cons of each vehicle carefully before deciding the one that best suits your needs. The Limited Partnerships Act, Business Registration Act, Companies Act and Limited Liability Partnerships Act are available at http://statutes.agc.gov.sg/ 4. I want to check the activity codes for my LP activities. Where can I find the activity codes? Please click on the Singapore Standard Industrial Classification (SSIC) online search, available at www.acra.gov.sg 5. What is the difference between a partnership and an LP? A partnership is registered under the Business Registration Act. Each partner bears unlimited liability for the debts and obligations of the partnership. An LP is registered under the Limited Partnerships Act. Each general partner bears unlimited liability while each limited partner bears limited liability for the debts and obligations of the LP. In short, there are different advantages and disadvantages of an LP as compared to a partnership. You should consider the pros and cons of each vehicle carefully before deciding the one that best suits your needs. The Business Registration Act and the Limited Partnerships Act are available at http://statutes.agc.gov.sg/. 9

6. What is the difference between a company and an LP? A company is incorporated under the Companies Act and has a legal personality separate from its shareholders, i.e. it can sue or be sued and has the right to own property in its own name. Each shareholder bears limited liability for the debts and obligations of the company. An LP is registered under the Limited Partnerships Act and does not have a legal personality separate from its partners, i.e. it cannot sue or be sued and does not have the right to own property in its own name. Each general partner bears unlimited liability while each limited partner bears limited liability for the debts and obligations of the LP. In short, there are different advantages and disadvantages of an LP as compared to a company. You should consider the pros and cons of each vehicle carefully before deciding the one that best suits your needs. The Companies Act and the Limited Partnerships Act are available at http://statutes.agc.gov.sg/. 7. What are the advantages of an LP? An LP would be attractive to investors who do not wish to take active roles in the management of business and who wish to entrust the management of business to someone else who assumes unlimited liability. An LP would likely appeal to private equity and investment funds businesses. 8. What is the fee payable for registration of a new LP? The total fee payable for registering a new LP is $65. $15 is the name approval fee and $50 is the registration fee. 9. What does ordinarily resident in Singapore mean? Generally, an individual is accepted as ordinarily resident in Singapore if the individual: (a) provides a local residential address; (b) is a Singapore Citizen, Singapore Permanent Resident, EntrePass holder, Employment Pass holder or Dependant's Pass holder; and (c) proves that he/she is long-staying (i.e. he/she can legally remain in Singapore for a long period). Please note that the above conditions are non-exhaustive as other factors may be taken into consideration. 10. How many activity codes can I add when registering a new LP? You will only be allowed to add 2 activity codes when registering a new LP. 10