KGP Legal

Advocates & Solicitors   |   Commissioner for Oaths

Corporate Structuring

What is Corporate Structuring?

Corporate structuring is a critical aspect of establishing and optimizing a business’s organisational framework. Proper structuring helps businesses achieve efficiency, compliance, and scalability. This involves incorporating the company, appointing key personnel, and ensuring adherence to legal requirements. Effective corporate structuring not only streamlines operations but also provides a solid foundation for future growth and investment.

Our team at KGP Legal LLC specialises in tailoring strategic corporate structuring solutions to meet the diverse needs of your businesses. With a deep understanding of corporate governance, we offer strategic guidance and expertise to businesses seeking to optimise their organisational framework.

Clients seeking to structure personal or family wealth alongside their business — including succession planning and family office arrangements — may also refer to our Private Wealth & Family Office practice.

Types of Corporate Structuring services and the role of KGP Legal LLC in those matters?

At KGP Legal LLC, we offer a comprehensive range of corporate structuring services to meet the unique needs of your business. These include assisting you in incorporating a private business company, opening various bank accounts for the company, provision of: (i) company secretary; (ii) nominee director; and (iii) address of registered office.

These include assisting you with the steps under company incorporation, providing nominee director services, and offering a registered office address for official correspondence. Our corporate secretarial services, too, ensures your business meets all statutory compliance requirements, including maintaining statutory registers, preparing and filing annual returns, and facilitating board and shareholder meetings.

Additionally, we provide strategic guidance on corporate governance, advise on integrating new business partners or investors, and draft essential commercial agreements such as partnership agreements, investment agreements, and joint venture agreements. Our goal is to optimise your business framework, ensure regulatory compliance, and support your growth and operational efficiency.

Contact Us:

Email: enquiry@kgplegal.com.sg
Phone: (+65) 6916-1298
Fax: (+65) 6916-1290

Learn More About Us:

KGP Legal LLC is a leading corporate and commercial law firm based in Singapore, with a strong international focus. As a member of the InterAsia Law Alliance, we provide seamless legal assistance in Singapore, Hong Kong, China, and Japan. Our integration within this network enables us to leverage extensive expertise and resources, ensuring comprehensive legal support across multiple jurisdictions.

What are the Regulatory Compliance and nature of work under Corporate Structuring?

Read more of the following for more information and background on regulatory compliance and the nature of work under Corporate Structuring.

The following are the steps to incorporate a private limited company:

  1. Obtaining the relevant information pertaining to the incorporation of the company and performing the required level of due diligence on the proposed company officers, shareholders, controllers and beneficial owners;
  2. Making an application to the Accounting and Corporate Regulatory Authority (“ACRA”) for approval of a proposed company name and reserving that proposed name;
  3. Appointment of key personnel – for one Director to be a local resident (can be a Singapore citizen, permanent resident or EntrePass holder);
  4. Appointment of Company Secretary;
  5. Selection of an Office Address for official correspondence;
  6. Submitting the required information to ACRA to incorporate the company, making an appeal where necessary and coordinating with the ACRA officer to expedite the incorporation process; and
  7. Setting up the company administration folder and preparing the required forms and post-incorporation documents, including the first director’s resolutions, statutory registers and share certificates and company’s constitution.

After setting up the company and registering it with ACRA, the new entity will be assigned a Unique Entity Number (“UEN”).

If you are looking to integrate a new business partner or investor into your business, wanting to start a new entity or run a business with a business partner, it is essential to have an attorney for business partnerships in Singapore. Here at KGP Legal LLC, our lawyers provide advice on safeguarding your interests, review existing contracts, or draft necessary commercial documentation that reflects your intentions. With specialisations in drafting robust commercial agreements, our years of experience makes us adept at advising clients, reviewing and drafting pertinent commercial contracts.

The various types of agreements that we typically assist with include:

  1. Business Partnership Agreement
  2. Investment Agreement
  3. Joint Venture Agreement
  4. Shareholders Agreement
  5. Consultancy/ Adviser Agreement

 

When dealing with partnerships as a legal structure, one of the key documents to prepare is the Partnership Agreement. While the Partnership Act in Singapore governs the responsibilities and entitlements of partners, it may not sufficiently address the unique requirements and preferences of each partner. The Partnership Agreement plays a vital role in fostering transparency and consensus among partners, particularly concerning matters like business administration and profit distribution. It establishes protocols for scenarios such as partner withdrawal or the inclusion of new partners, which are common sources of contention. With help from our adept legal professionals, a well-drafted Partnership Agreement can effectively mitigate conflicts and promote smoother operations within the partnership.

What should a partnership agreement contain?

  1. Name and purpose of the partnership;
  2. Responsibilities, performance and remuneration of each partner;
  3. Contributions of individual partners, in terms of cash or sweat capital;
  4. Procedure for the withdrawal of old partners and the admission of new ones;
  5. Buy-out procedures;
  6. Dispute resolution;
  7. Financial and accounting arrangements;
  8. Term and termination of partnership; and
  9. Valuation of partnership shares.

We are dedicated in working closely with you, and are experienced in structuring all types of business partnerships arrangements and ensuring that they are within the legal framework. You can benefit from our extensive legal advice and guidance through all the rules and regulations that have to be followed before and after the execution of the commercial contracts.

Past projects undertaken:

  • Advised a German machinery parts manufacturer on its corporate structuring and joint venture in Singapore;
  • Advised a loan matching platform on the restructuring of its management and operations;
  • Our team has drafted a Joint Venture Agreement for a Japanese health foods and supplements company; and
  • Our team has advised a Japanese marine transportation company on its joint ventures and shareholder agreements.

Frequently Asked Questions?

Yes, foreign citizens can register a company in Singapore but must engage a Singapore law firm (registered filing agent) to submit applications to ACRA. Our lawyers can facilitate this process and ensure all legal requirements are met.