Can S Pass and EP Holders Incorporate a Company in Singapore?

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Can S Pass and EP Holders Incorporate a Company in Singapore?

Introduction

Greetings, my fellow Singaporean business aficionados! Today, let's explore a topic that tends to befuddle many: Is it possible for S Pass and Employment Pass (EP) holders to establish a company in Singapore? If you're a budding entrepreneur or a proprietor of a small enterprise, this comprehensive guide will enlighten you with a thorough and contemplative dissection of the truths and particulars encircling this question.

Shareholders and Directors: Understanding the Basics

Understanding the basic functions of a company requires knowledge of its key players. Shareholders are those who hold ownership in a company, investing their capital to gain a stake in the company's profits. Directors, on the other hand, take charge of the day-to-day operations, shaping the company's path, supervising employees, and ensuring compliance. Let's examine these roles further.

Can S Pass and EP Holders be Shareholders?

The good news is that EP holders can indeed be shareholders in a company incorporated in Singapore. Singaporean laws do not impose restrictions on foreign employees owning shares in a company. This means that if you hold an EP, you have the opportunity to invest in a business and become a shareholder. Being a shareholder allows you to participate in the company's growth and share in its success, and not necessarily being engaged in business operations.

Where for S Pass or Work Permit holders, under the MOM guideline, they are not allowed to manage any business in Singapore, thus they cannot register themselves as Directors/Shareholders of any Singapore- registered company as they would be infringing the conditions of their work pass and their pass would be revoked by the Ministry of Manpower.



Can S Pass and EP Holders be Directors?

Eligible to take on directorship roles, EP holders - who are considered highly skilled professionals - can participate in the management and decision-making processes of the company. Specific considerations arise when it comes to acting as company directors for S Pass and EP holders, who are also allowed to be shareholders.

The rules for S Pass holders are a little bit different. In most cases, S Pass holders are not allowed to have director positions since work pass conditions of S Pass imply a work permit scheme in Singapore that allows foreign professionals, technicians, and skilled workers to work in the country. While the S Pass primarily grants individuals the right to work for an employer, it restricts them from holding positions such as directors in companies.


To appoint an Employment Pass (EP) holder as a director in your company, you must first obtain approval from the EP holder's employer. The requesting company should apply for a Letter of Consent (LOC) from the Ministry of Manpower (MOM) since directorship duties are considered work. You can use the online form to appoint an EP holder from another company as a director in your company.

Once the LOC is approved, you can proceed to register the directorship position with ACRA. MOM typically grants an LOC if the requesting company is related to the EP holder's employer in terms of shareholding, as reflected in ACRA records. The EP holder should be taking up the secondary directorship for purposes related to their primary employment. MOM may request additional supporting documents at its discretion.


Additionally, S Pass holders should be aware of their primary responsibility to their employer and ensure that their working roles do not conflict with their employment obligations or violate any work permit conditions. Worst case scenario would be an employment ban from the respective company or by the government.

Incorporating a Company in Singapore: Step-by-Step Guide

Now that we've covered the basics of shareholders and directors, let's explore the process of incorporating a company in Singapore. Here's a step-by-step guide to help you navigate through the process:

Step 1: Choosing a Company Name

Select a unique name for your company that aligns with the guidelines set by the Accounting and Corporate Regulatory Authority (ACRA). The name should not already be registered by another company.

Step 2: Engaging a Corporate Service Provider (CSP)

Engaging a Corporate Service Provider, such as a professional firm or service provider, can streamline the incorporation process. They have the expertise to guide you through the necessary paperwork, ensure compliance with Singapore's regulations, and expedite the overall process.

If you do not wish to engage as above, try our Guide to Registering A Business And Setting Up A Business Account on your own.

Step 3: Gathering Required Documents

Prepare the required documents, which typically include identification documents, proof of address, and details of shareholders and directors. These documents are essential for the incorporation application and demonstrate the legitimacy of your company.

Step 4: Company Registration with ACRA

Submit the necessary documents to ACRA through your chosen Corporate Service Provider. ACRA is the government authority responsible for regulating business entities in Singapore. The registration process usually takes one to three days. Once approved, you'll receive a Certificate of Incorporation (COI), indicating that your company is officially registered.

Read also: Things to Take Note When Setting Up A Company in Singapore

Step 5: Opening a Corporate Bank Account

After obtaining the COI, you can proceed to open a corporate bank account for your newly incorporated company. Different banks have varying requirements, so it's advisable to check with your chosen bank to gather the necessary documents and fulfill their specific criteria.

Differences Between an EP Director and an EntrePass Holder

Employment Pass (EP) Director

An EP director refers to a foreigner holding an EP in Singapore, which is a work visa issued to professionals, managers, executives, and technicians (PMETs) with specialized skills. EP holders are typically employed in managerial or executive positions in Singapore-based companies.

Here are some key points to note regarding EP directors:

Eligibility: EP directors must have a valid EP issued by the Ministry of Manpower (MOM) to work in Singapore legally. The EP is typically granted to individuals who meet the required qualifications, possess relevant work experience, and earn a minimum monthly salary.

Incorporation Roles: EP directors can be appointed as directors or shareholders in a Singapore company. They play a crucial role in the decision-making process, business strategy, and overall management of the company. EP directors are responsible for complying with statutory obligations, adhering to local regulations, and ensuring corporate governance.

EntrePass Holder

An EntrePass is a work visa specifically designed for foreign entrepreneurs who wish to start and operate a business in Singapore especially that is venture-backed or possesses innovative technologies. EntrePass holders are given the opportunity to establish their own companies and contribute to the local economy.

Eligibility: To be eligible for an EntrePass, individuals must submit a detailed business plan that showcases innovation, economic value, and job creation potential. Factors such as entrepreneurial experience, business track record, and commitment to establishing and operating the proposed business are also considered during evaluation. Read more about EntrePass here.

Incorporation Roles: EntrePass holders can incorporate their own companies in Singapore and act as both directors and shareholders. They have the authority to make strategic decisions, manage daily operations, and drive the growth of their businesses. EntrePass holders are responsible for complying with local regulations, financial reporting, and other statutory obligations.


Conclusion

Incorporating a company in Singapore is an exciting endeavor that opens doors to countless opportunities. Whether you hold an S Pass or an EP, you can become a shareholder in a company. EP holders are eligible to take on directorship roles, while S Pass holders are not recommended to seek approval from MOM to act as directors. Remember, engaging a Corporate Service Provider can make the incorporation process smoother and more efficient.

So, fellow Towkayers, embrace your entrepreneurial spirit and embark on the journey of company incorporation. With the right knowledge, guidance, and support, you can transform your business dreams into reality.

Frequently Asked Questions

Is it possible for a shareholder of a company to apply for an Employment Pass (EP)?

Shareholders have the ability to do so, but it is crucial for newly established companies demonstrate their capacity for generating enough revenue in order cover expenses and salaries in the near future. Even if a new company does not have existing clients, it should be able provide solid projections based on management experience, track record, or shareholders' ability sustain the company during the initial phase of non-generating revenue.

Is there a minimum number of shareholders required to incorporate a company in Singapore?

Yes, there must be at least one shareholder and one resident director when incorporating a company in Singapore.

What documents are required to register a business in Singapore?

Generally, the necessary documents for registering a business in Singapore include identification documents, proof of address, and details of shareholders and directors. Depending on the type of company being registered, additional documents may be needed. For example, if it is a private limited company (Pte Ltd), you may need to provide Memorandum & Articles of Association (M&AA).

Read also: Everything You Need To Know About Company Memorandum and Articles of Association
Read also: Should Companies Voluntarily Register For GST?
Read also: Can Directors be Liable for Company Debts in Singapore?

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