Singapore Company vs Sole Proprietorship?

Comparison of Singapore Company vs Sole Proprietorship

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Features

Company

Sole-Proprietorship

Introduction
  • One of the most preferred corporate vehicle for wider range of business journey
  • A basic & simple form of starting the business vehicle
Suitability of Business Vehicle
  • Suitable for carrying all types of business activities including professional services
  • Suitable for a small scale business with low risks
Definition
  • A business form which is a legal entity separate and distinct from its shareholders and directors

Ownership or Owners

    • Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares

 

    • Private Company – 50 members or less

 

  • Public Company – can have more than 50 members
Legal Identity or Status
    • A separate legal entity from its members and directors

 

    • Members have limited liability

 

    • Can sue or be sued in company’s name

 

    • Can own property in company’s name

 

  • Members not personally liable for debts and losses of company
    • Not a separate legal entity

 

    • Owner has unlimited liability

 

    • Can sue or be sued in individual’s own name

 

    • Can also be sued in business name

 

    • Can own property in individual’s name

 

  • Owner personally liable for debts and losses of business
Requirements For Registration or Formation or Incorporation
    • Minimum of one share.

 

    • Minimum Paid-up capital is S$1 (SGD One Only)

 

    • At least one shareholder.

 

    • At least one director ordinarily resident in Singapore, at least 18 years old.

 

    • If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower (MOM).

 

  • Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.
    • Age 18 years or above. Singapore citizen / Singapore Permanent Resident / EntrePass holder.

 

    • If owner not resident in Singapore, he must appoint an authorized representative who is ordinarily resident in Singapore.

 

    • Self-employed persons must top up their Medisave account with the CPF Board before they register a new business name, become a registrant of an existing business name, or renew their business name registration.

 

  • Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.
Easiness of Registration
  • An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
  • An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration
  • High when comparing to other form of business vehicles
  • Low set up costs among all business vehicles
Renewal Costs
  • Perpetual succession hence renewal is not applicable
  • Low costs for renewal
Perception of Business by the Public
  • Regarded more trust worthy and credibility
  • Regarded least trust worthy and credibility
Funding Opportunities
    • Avenue for equities from members including venture capital funding.

 

  • Obtaining financial loans is relatively easier compared to other form of businesses.
  • Obtaining loans from banks is only by mortgaging the personal assets.
Yearly Statutory Obligations
    • Must appoint a company secretary within 6 months of incorporation.

 

    • Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements

 

    • Annual returns must be filed.

 

  • Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with.
    • Yearly renewals (one year or three years)

 

  • CPF Medisave Top-Up required for Self-employed Persons before they can renew sole-proprietorship
Taxation
  • Profits taxed at corporate tax rates
  • Profits taxed at owner’ personal income tax rates
Taxation Form
  • ECI & Form C or C-S
  • Form B
GST Implication
  • GST obligation is at entity level based on own turnover
  • Based on combined turnover of all of your sole proprietorship firms plus income derived from other trades, professional services or vocation
Perpetual Existence in Law
  • A company has perpetual succession until wound up or struck off.
  • Existence subject to life of the owner and cessation of the business
Transfer of Ownership
  • Ownership can be transferred by sale and purchase of shares
  • When the owner exits the sole proprietorship will cease
Closing the Business or Deregistration
    • Winding Up – Voluntarily by members or creditors, compulsorily by the High Court

 

  • Striking off
    • By Owner – Cessation of business

 

  • Registrar can cancel registration if not renewed or where Registrar is satisfied business is defunct