Written summary
Structuring consultation: contents
- 1
Recommended structure with the alternatives considered
- Entity chart: each company, its owners and the percentages
- The alternatives considered, and why each was set aside
- Your objectives restated, and the criteria for choosing Singapore or Hong Kong For: objective still open
- Subsidiary directly under your European company, or an intermediate holding For: owned by a European company
- Holding layer in Singapore or Hong Kong above the operating company For: a regional holding or owned by individuals
- Which entity signs customer contracts and issues invoices For: a sales or service entity
- Which entity buys from suppliers, which resells, and where stock sits For: sourcing or trading
- Singapore as the base for customers across Southeast Asia For: customers in Southeast Asia
- A Hong Kong company, a mainland entity, or both, for customers in China For: customers in mainland China
- Where IP and global customer contracts sit For: customers worldwide
- 2
Investor readiness: cap table and shareholders’ agreement
For: investors on the cap table- Share classes and the cap table after the move
- Where investors buy shares: the holding or the operating company
- Shareholders’ agreement and investor rights, for review by a licensed lawyer
- 3
Operating requirements: directors, secretary, audit, banking, visas, substance
- Directors and company secretary, and who can hold each role
- Statutory audit, or whether an audit exemption is available
- Bank account: what the bank will ask to see
- Resident director in Singapore: a nominee at S$2,000 a year if no one lives there For: no one relocating
- Substance in the subsidiary: people, premises and decisions taken locally For: owned by a European company or a regional holding
- Import, export and customs set-up to raise with your forwarder For: sourcing or trading
- 4
Relocation plan for the founder or team
For: a founder moving to Asia or a planned relocation- Employment Pass and Dependant’s Pass: which entity sponsors, and when
- Timing of the move against the company set-up
- Handing the resident-director role from a nominee to the relocating founder
- 5
Cost framework for setup and the first two years
- One-off incorporation fee, with government fees billed at cost
- Yearly compliance package for each entity
- Running costs of the holding and the operating company, side by side For: a regional holding
- Legal review of the shareholders’ agreement, quoted separately by the lawyer For: investors on the cap table
- 6
List of questions for a licensed tax or legal adviser, with why each matters
- Home-country controlled foreign company (CFC) rules For: owned by a European company or owned by individuals
- Permanent establishment For: owned by a European company, a sales or service entity or a founder moving to Asia
- Transfer pricing documentation thresholds For: owned by a European company, sourcing or trading or a regional holding
- Withholding tax on dividends, interest and royalties For: a regional holding, owned by a European company or customers worldwide
- Exit tax For: a founder moving to Asia or a planned relocation
- Personal tax residency of a relocating founder For: a founder moving to Asia or a planned relocation
- VAT and GST on cross-border services For: a sales or service entity, customers in Southeast Asia or customers worldwide
- Selling into mainland China For: customers in mainland China
- Shareholders’ agreement and investor protections For: investors on the cap table
- Tick what applies to you to see the questions for your adviser.
- 7
Next steps and timeline
- What to sign first, and in which order
- Timeline to your first lease, hire or closing