When a company receives an acquisition offer, the last thing a potential buyer wants to discover is that a small minority shareholder can derail the entire deal. Drag-along rights exist precisely to prevent this — they give majority shareholders the contractual power to compel minority shareholders to sell their shares on the same terms when [...]
When founders, investors, and multinational firms choose between Singapore and Hong Kong as their primary Asia-Pacific base, the conversation usually starts with tax rates and incorporation costs. But corporate governance quality, secretarial obligations, and director liability exposure are increasingly important factors — particularly for companies seeking institutional investment, regulatory approval, or a credible compliance track [...]
The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, and for nominee directors in Singapore, the changes are anything but incremental. Fines have quadrupled. Informal arrangements are now illegal. And a new automatic disqualification trigger means that a criminal conviction in a completely separate area of law can end [...]
When the Accounting and Corporate Regulatory Authority (ACRA) strikes a company off the register, it ceases to exist as a legal entity. Its contracts are terminated, its bank accounts are frozen, its assets may vest in the Government of Singapore, and it can no longer sue or be sued. For directors, shareholders, and creditors who [...]
Singapore is one of the world's leading family office destinations — and a significant part of its appeal lies in two tax exemption frameworks administered by the Monetary Authority of Singapore (MAS): Section 13O and Section 13U of the Income Tax Act 1947. Both schemes grant tax exemption on specified investment income earned by a [...]
Singapore's digital economy is one of the most dynamic in South-East Asia — and for good reason. Robust infrastructure, a stable legal framework, a tech-savvy consumer base, and a generous government grant ecosystem make Singapore an attractive home for e-commerce businesses of all sizes. But running an online business here comes with a specific set [...]
When a majority shareholder finds a buyer for their shares, they often want to sell the entire company — not just their stake. A minority shareholder who refuses to participate can torpedo the deal or allow a third party to acquire only a partial interest, which most buyers find unattractive. Drag-along rights solve this problem [...]
Choosing between Singapore and Hong Kong as a base for your Asia-Pacific operations is one of the most consequential decisions a business founder or investor can make. Much of the comparison focuses on tax rates and incorporation costs — but the corporate governance and secretarial obligations dimension is equally important, and significantly less well-covered. This [...]
The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) commenced on 6 May 2026 — and for nominee directors in Singapore, it is not business as usual. While the Act introduces a broad range of corporate governance reforms, several changes are especially material for nominees: maximum fines have quadrupled, new automatic disqualification triggers have [...]
Board resolutions are the formal mechanism by which a Singapore company's directors make decisions and authorise actions on behalf of the company. Whether you are opening a bank account, approving a loan, issuing new shares, appointing a company secretary, or authorising a major contract, the underlying authority comes from a duly passed board resolution. Getting [...]