A convertible note is a form of loan to the company which can be paid back in the form of equity. The investor or lender places monies in a company and receives discounted shares which are issued at a later date. This is a very popular instrument in which startups use to raise funds. The [...]
A shareholder agreement is a document signed between shareholders of a company that supplements and complements the constitution of a company. A shareholder agreement may or may not be between all of the shareholders. It can be signed among some of the shareholders. It may also be signed between the shareholders and the company. One [...]
For many companies, the path to expansion requires financial backing. This can be in the form of seed funding and series A, B or C funding. Monies are collected from investors in exchange for equity in a company. Seed funding is the earliest stage of funding collected. It is at times considered as funding even [...]
A quorum is the number of members in a company that must be present in a meeting in order to transact any business. A meeting cannot be convened or start any business without having a quorum or the minimum number of voting members present. Any business that is transacted where a quorum is not present [...]
A share certificate is proof of ownership of a company's shares. The persons holding the share certificates are the shareholders of the company. Shareholders are commonly referred to as owners. The preparation and issuance of a share certificate are usually done by the company secretary. The share certificate must be issued in accordance with the [...]
There are two types of shareholders resolutions. Ordinary Resolution Special Resolution A Special Resolution is a resolution whereby the votes cast in favour of the resolution is at least three times higher than the votes cast against it. Therefore, 75 per cent of the votes is required to be cast to pass a special resolution. If [...]
There are two types of shareholders resolutions. Ordinary Resolution Special Resolution An ordinary resolution is a resolution whereby the votes that are cast in support of the resolution exceeds the votes that are cast against it. In short, the resolution needs more than 50 per cent of the votes to be passed. If there are [...]
From 31st March 2017, it is compulsory for all companies, unless exempted, to have a Register of Controllers and a Register of Nominee Directors. The Accounting and Corporate Regulatory Authority (ACRA) or relevant government bodies like the police can compel a company to hand over these registers for inspection. If these registers are found not to [...]
A subsidiary company is a company whereby 51 per cent or more of the shareholding is owned by another company. Due to the controlling stake of 51 per cent or more of voting rights, the parent company (sometimes also referred to as the controlling company) has the power to determine who sits on the board [...]
The term dormant company has a different meaning for both the Inland Revenue Authority of Singapore (IRAS) and the Accounting and Corporate Regulatory Authority of Singapore (ACRA). IRAS defines a dormant company as a company having no revenue during the financial period. The company may still be dormant even though it has incurred expenses. ACRA [...]