Business Structuring


Business structures come with a diverse range of legal, tax, accounting and regulatory matters, and we consider and weigh these factors to determine the predominant concerns and solutions for you.

A company is a business form which is a legal entity separate and distinct from its shareholders and directors.

The Variable Capital Company (VCC) is a new corporate structure for investment funds constituted under the Variable Capital Companies Act which took effect on 14 Jan 2020. The VCC will complement the existing suite of investment fund structures available in Singapore.

A VCC has a variable capital structure that provides flexibility in the issuance and redemption of its shares. It can also pay dividends out of capital, which gives fund managers flexibility to meet dividend payment obligations. And this structure can be used for a wide range of investment funds. It can be set up as a single standalone fund or an umbrella fund with two or more sub-funds, and it can be used for both open-ended and closed-end fund strategies.

An investment holding company refers to a company that owns investments such as properties and shares for long term investment and derives investment income (“non-trade income”) such as dividends, interest or rental income. The company’s principal activity is investment holding.

Singapore has long been known as an important “port of call” for traders, especially those dealing across eastern and the western time zones. To start a trading business in Singapore, you will need to incorporate a company first. It can be a subsidiary of your existing business overseas or a new entity set up by a few shareholders. The private limited company is commonly used by import-export/trading companies in Singapore.

The variable interest entity ("VIE") has long been a popular structure for foreign parties to invest in sectors that are restricted by China's industrial policy on foreign investment. In addition, the VIE structure has also been used as a means by which Chinese domestic entities list offshore on international capital markets.

A non-profit organisation (NPO) in Singapore is a legally constituted organisation whose main purpose is to support or engage in activities of public or private interest without any commercial or monetary profit. When NPOs earn a “profit”, more accurately called a surplus, it is retained by the organisation for its future activities and unlike a profit-making organisation, does not distribute its earnings amongst its members. NPOs are commonly referred to as Voluntary Welfare Organisations (VWOs) in Singapore and can be registered under the law as a (1) public company limited by guarantee, (2) society, or (3) charitable trust.

Token Sales (ICO) are often done in a non-profit structure or other such entity that does not have shares. Singapore Public Companies Limited by Guarantee (CLG) may be established as a non-profit vehicle with the corporate objective of promoting the particular blockchain technology and providing a formal governance structure. A company limited by guarantee does not have any shareholders and so it may be preferable to a company limited by shares by participants in an ICO. This is because the shareholders of a company limited by shares can more readily access the proceeds of an ICO by requiring the directors to distribute profits or return capital.

Intellectual property holding companies are those specifically designed for owning another's intellectual property – i.e. patents, copyrights, trademarks, service marks, trade secrets, etc. – for the purpose to manage, sell and/or licensing the same to third parties for the right to exploit said intellectual property in a given or agreed-upon manner. An intellectual property holding company can shield intellectual property assets by separating the ownership of the IPs from the operating business companies. This separation in business structure is also ideal for those business owners wishing to franchise based on the fact said owners can license their intellectual property thorough their holding company to a third party seeking to open the business in another state.

Family offices are private wealth management advisory firms that serve ultra-high-net-worth (UHNW) investors. They are different from traditional wealth management shops in that they offer a total outsourced solution to managing the financial and investment side of an affluent individual or family.

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