SINGAPORE Law and Practice Contributed by: Azmul Haque, Ashley Chew, Hu Yutong and Aaron Leong, Collyer Law LLC
3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most commonly used corporate vehicles in Sin - gapore are as follows. Private Company Limited by Shares (Pte Ltd) The most common vehicle for carrying on business in Singapore is a private company limited by shares, • Governance: managed by directors, with at least one director being ordinarily resident in Singapore. • Shareholders: at least one and not more than 50 shareholders. Shares cannot be offered to the public. • Liability: generally limited to the amount unpaid on their shares. which has the following features. • Nature: separate legal person. • Capital: no minimum share capital. They are com - monly incorporated with SGD1 or its equivalent. This vehicle is commonly used for operating business - es, holding companies, joint ventures and greenfield investments. Exempt Private Company Limited by Shares (Pte Ltd) An exempt private company is a sub-category of a private company. It is similar to a private company limited by shares, with the difference being that share - holders are limited to not more than 20, all of whom are individuals (with limited exceptions). This vehicle is commonly used for small businesses or start-ups. Public Company Limited by Shares (Ltd) Public companies are subject to more extensive gov - ernance and disclosure requirements, and have the following features. • Nature: separate legal person. • Governance: managed by directors, with at least one director being ordinarily resident in Singapore. • Shareholders: no maximum limit. They may raise capital from the public, subject to complying with the applicable securities laws.
• restrictions on ownership or control rights, includ - ing limits on voting power or board representation; • requirements to notify and seek approval for future changes in ownership of shares or control; and • obligations relating to the appointment of directors or senior management. In regulated sectors, conditions may also include demonstrating adequate financial resources, opera - tional capability, governance framework and compli - ance systems. 2.4 Right to Appeal SIRA Reconsideration and Appeal Under SIRA, a party may apply through the OSIR for the Minister of Trade and Industry to reconsider his decision. The application must generally be submitted within 14 calendar days after the decision was made. If the party remains aggrieved following reconsidera - tion, a further appeal may be made to a Reviewing Tribunal within 30 calendar days of the reconsidera - tion decision. Given that there may be diverse and complex con - siderations relating to national security concerns, the Minister of Trade and Industry and the Reviewing Tri - bunal should be allowed adequate time to conduct thorough assessments and properly review the case before them. Nonetheless, they endeavour to process all appeals expeditiously. The original decision continues to have effect unless and until it is overturned. The decision of the Review - ing Tribunal is final within the statutory appeal frame - work. Limited Judicial Review SIRA significantly limits recourse to the courts. Deter - minations, orders and other decisions made under SIRA are final and conclusive, and are generally not subject to challenge, appeal or review by the courts. Judicial review is only available on very narrow grounds, namely in relation to procedural compliance with SIRA or applicable regulations or rules. The courts will not review the substantive merits of the decision.
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