Just like human beings, businesses require regular check-ups on their processes and systems to ensure that any potential risks are promptly dealt with before any issues escalate. One such system prone to going unchecked is payroll. A regular payroll health check helps to identify and prevent the possible risks that can be resolved before they become a serious problem.

Payroll is the backbone to most companies: essential yet unnoticed, often overshadowed by revenue-generating operational and business units. Generally, low efficiency of payroll can divert precious resources in a business. This can result in the Human Resources (“HR”) department appearing as a cost centre when in reality, an efficient HR team can value add much more to a company’s growth.

We’ll explore how payroll inefficiency can cost businesses and why a health check of current systems can assist in more efficient business planning.

Unless you are experienced in working with the capital markets, most would be unfamiliar with the differences between the type of services provided by different Share Registry Services providers. Some basic roles of a Share Registrar that most are aware of would be maintaining the register of shareholders for their listed and unlisted clients and ensuring that all Corporate Actions are processed according to the regulations listed by the Singapore Exchange (“SGX”). However, a top share registrar should go beyond these basic services and add value to their clients by providing a one-stop-shop approach to their service offering. In this article, we’ll discuss the 4 important services a top share registrar should provide.

We have all heard of an employee stock option plan / employee stock ownership plan or ESOP in abbreviation, but how does an ESOP scheme work in practice, and how do you determine if it’s suitable for your company? In this article, we will provide the basic guidelines of an ESOP plan and how it works so you can see if it might be a viable solution for your business.

An employee stock option plan or ESOP for short, is one form of remuneration given to employees, by means of retaining them or to reward them based on their performance. They are usually offered in the form of company shares which gives the employee ownership rights as a shareholder of the company. As part of an ESOP scheme the employee is able to acquire the shares at a predetermines price, or what we call an exercise price.

The lifecycle on an ESOP scheme can be broken down into a few events; Offer, Vesting, Exercise, Leaver and Lapse. An employee will firstly accept an ESOP option offering, whereby a fixed number of options will be allotted to them. After a certain timeframe, a proportion of the allotted options will vest, which means that these options can now be exercised.

To exercise these vested options, the employee will pay the total exercise cost (number of options x exercise price) and receive actual shares of the company thereafter. If they don’t exercise these vested options after the expiry date, these vested options will lapse or expire, meaning the participant can no longer exercise these options moving forward. If the employee leaves the company halfway through the ESOP’s lifecycle, in some cases, all their vested and unvested options will lapse completely. This will depend on the particular company’s employee stock option plan rules.

Companies who want to grow their business whilst mitigating costs will usually adopt an ESOP plan. The this is driven by two primary reasons:

• Employee performance is directly linked to company performance and thus employee remuneration. Employees can only benefit from their ESOP when the market price of the company is above the exercise price which means that a company needs to grow in order to spur the market price of the share.
• There is no heavy upfront cost to the company. Cost to the company in this case is only incurred during the exercise of option. Furthermore, the exercise cost will be covered by the employee so it’s a win win for companies looking to grow whilst mitigating costs.

When employees are rewarded with shares of the company, they essentially become part owners in the company. This in turn has a direct correlation with employee performance and investment in business performance. The employee’s actions, decisions and work output are all focussed on the greater good of the firm as this is mutually aligned with their own rewards.

To provide an illustration, say on 1^st Sept 2019, Mei San has accepted her company’s ESOP 2019 Offer for 900 options with an exercise price of S$ 1 per share. These options will vest annually across 3 years in equal proportions. The expiry date of the options will be 10 years from the offer date, which will be 1^st Sept 2029.

A few points to take note of in the table above:

• On 1^st Sept 2019, 900 options are allotted but remain unvested, which means Mei San cannot exercise these options
• On 1^st Sept 2020, 300 have vested meaning Mei San can exercise them by paying the exercise cost of S$ 300 (300 Options x S$ 1) to acquire 300 shares of the company
• After 1^st Sept 2029, all vested options will lapse, if Mei San has not exercised them prior to this date she will not be able to do so, they have effectively expired
• If Mei San leaves the company to join another firm halfway through, all vested and unvested options shall expire upon notice of resignation

Other variables to consider:

The illustration above is only one of many examples. Common variables that change include:

• Inclusion of a performance matrix, where the number of options to be vested will depend on the employee’s work performance
• More frequent vesting (e.g. Bi-annual), to entice employees with “more” reward
• Broad-based share option plan where all employees are offered the options plan to encourage ownership thinking across the company
• Some companies may allow retirees to continue to hold on to their vested options until the expiry date

Depending on your company’s requirements, you will need to understand the implications of these variables, and whether they can help achieve your ultimate objective of your employee stock option plan (ESOP).

Check out the following articles/resources to find out more on ESOP implementation or employee share plan services.

• Why you should be considering an Employee Share Plan amidst Covid-19
• What is an Employee Share Plan? (ESAS vs ESPP)
• Top 5 key benefits of having an Employee Share Option Plan (ESOP)
• Top 5 challenges with Employee Share Option Plan (ESOP) Implementation and how to conquer them

Or you can also learn more about our Employee Stock Option Plan (ESOP) services here.

Since being coined in 1893 by John R. Commons, Human Resource (HR) has evolved to become a vital part of any thriving business. In a bid to ensure that the company succeeds in its growth and development, the HR department is responsible for its workforce’s productivity and contribution to the company. This means on top of traditional roles like recruitment, training, management of employee benefit programmes, processing payroll, and maintaining overall morale; the HR Department has become a core driver in shaping business success.

Optimising your HR operations is not an easy task. The continually evolving business landscape is pushing the boundaries of HR capabilities; HR as a whole finds itself in a position where they need to spend more time enhancing performance and less time on traditional administrative work such as employee record keeping or payroll processing. There are many strategies HR Departments can undertake to achieve excellence. Perhaps the most impactful would be the contributions brought about by payroll outsourcing or the adoption of an all in one Human Resource Management Software (HRMS).

The ongoing costs of the payroll software, additional headcount required for processing wages, managing paperwork, and tax liabilities can add-up to a considerable sum. So, in addition to saving time-cost, by choosing to outsource your payroll functions to a payroll vendor, you could be generating concrete savings to your bottom line.

All things considered, the actual extent to which payroll outsourcing will assist in reducing your costs depends on your current level of efficiency in administering payroll in-house and of course, the complexity of your payroll.

Payroll service providers can offer you peace-of-mind when it comes to compliance and data security.

Staying up-to-date with complicated compliance regulations is an ever-present and real risk that HR teams face when running payroll operations in-house. Even with the most experienced employees, lapses may occur when your department gets busy. Payroll vendors minimise this risk through a dedicated team of experts that operate under stringent protocols and multi-level cross-checking – a process that is often skipped when managing in-house to save on time.

Another aspect for worry other than compliance would be security. onsidered the security of your HR payroll software and data is In an age when data security and personal data protection are at the forefront of conversations it is critical you have the appropriate measures in place to ensure accountability with these matters. You need to consider where your payroll software and data are stored and is this a secure location with ISO certification? Do you have the latest security updates installed and processes in place? In the event of an unfortunate lapse in security or hardware malfunction, the many hours required to recover your data along with the implication of experiencing an extremely sensitive data breach will deal a severe blow to the HR department and your company.

By contrast, when you outsource your payroll to a top payroll outsourcing company, they will offer highly secure payroll solutions. They do this by storing your data on highly secure cloud-based servers that utilise state-of-the-art encryptions that prevent any unauthorised access. Data-loss worries would also be a thing of the past with backups across multiple server locations. This essentially allows the HR department to eliminate the effort and time cost that comes with constant security monitoring and data protection—in short, peace-of-mind with minimal effort.

Still need a reason to outsource your company payroll? Here’s 6 more!
➤ Read 6 Key Reasons to Outsource Your Company Payroll

By choosing your HRMS wisely, you guarantee peace of mind for your HR department and free-up resources to focus on other functions such as improving processes and securing a strong talent pipeline. In the words of Elbert Hubbard, let your extraordinary people do extraordinary work and leave the machine to do the ordinary work.

One of the critical functions of any HR department is employee servicing. The task of supporting employees with basic services such as clarification and generation of essential documents, amongst other things, can be extremely tedious and time-consuming. This becomes exceptionally prevalent for organisations with a massive number of overheads. Needless to say, this causes a drop in the department’s productivity. Top HRMS applications can offer remote access to employees. Some of which even provide mobile solutions which increase accessibility for the modern employee who is always on-the-go. Having such a function provides quick access to general information and documents as well as facilitates an efficient enquiry process without the need to be connected to a physical intranet.

These are just a couple of ways in which you can significantly increase the efficiency of your HR department and begin moving in the direction of HR excellence. However, outsourcing a vital HR function or adopting an HRMS does not come without its challenges. The department may show signs of resistance for fear of their jobs. Decision-makers must provide clear communications on how these new efforts serve to benefit its people. Furthermore, while there is a chance that jobs and positions could be replaced, new positions will always be created to facilitate outsourcing or integration.

Have we provided you with the answers you’re looking for? If we haven’t, we’d very much like to do so. Contact our resident expert on increasing HR efficiency here!

Personal Data in Singapore is protected by the Personal Data Protection Act 2012 (“PDPA”) which came into effect in 2014. Essentially, the PDPA governs the collection, use and disclosure of personal data legitimately.

Most organisations in Singapore handle personal data in one way or another.  In order to ensure that such personal data is appropriately safeguarded and responsibly managed, the PDPA stipulates that it is mandatory for such organisations to appoint a Data Protection Officer (“DPO”). 

The DPO can be an individual or a team and they can be employees of the organisation or an externally appointed third-party.  The key role of the DPO will be to ascertain that the policies and practises of the organisation in relation to personal data comply with the requirements under the PDPA.

The Personal Data Protection Commission (“PDPC”) in Singapore administers and enforces the PDPA and serves as Singapore’s main authority in matters relating to personal data protection. PDPC has recently collaborated with the Accounting and Corporate Regulatory Authority (“ACRA”) to allow for organisations registered with ACRA to register and/or update their DPO’s name and contact information via ACRA’s BizFile+ using their CorpPass accounts.  With this in place, ACRA-registered organisations that wish to register their DPO details on the PDPC website will now be automatically directed to ACRA’s BizFile+ to do the registration. Non-ACRA registered organisation can continue to register details of their DPO on the PDPC website.

Though registering details of the Data Protection Officer is not mandatory, it is highly encouraged as this will help DPOs stay connected and keep abreast of relevant personal data protection developments in Singapore to ensure continued compliance with the PDPA. With the shift towards companies demonstrating Accountability towards PDPA and not just passive compliance a DPO is more important than ever. If you would like to know more about what demonstrating Accountability means for your business head over to our article written with PDPA expert Straits Interactive for more information

Registration and updating of Data Protection Officers’ (“DPOs”) details is now more convenient for Accounting and Corporate Regulatory Authority (“ACRA”) registered companies.

The recent collaboration between the Personal Data Protection Commission (“PDPC”) and ACRA enables ACRA-registered companies to enrol their DPO under ACRA’s BizFile+ platform instead of the PDPC’s website.

If you would like more information on this recent change, reach out to our Corporate Secretarial experts today.

2019 was the year that the Personal Data Protection Commission (PDPC) shifted its focus from a compliance-based approach to that of accountability.  The reason for this shift is stated in the opening paragraphs from the PDPC website:

Organisations today operate in an increasingly connected and competitive digital economy where individuals’ online and real-world activities generate a burgeoning amount of data. In such a competitive and evolving business environment, a “checkbox” compliance approach towards the handling of personal data is increasingly impractical and insufficient to keep pace with the developments in data processing activities. Organisations that focus on compliance through such an approach may find themselves disadvantaged and unable to use data for innovation. 

Over time, with greater awareness of the risks surrounding the unauthorised collection, use and disclosure of personal data, consumers are increasingly cautious about how organisations are using and managing personal data, and place greater value on trust and accountability. It is thus important for organisations to shift from a compliance-based approach to an accountability-based approach in managing personal data.

But what is the meaning of “accountability”? This two-part blog by our partner, Straits Interactive, provides a clear explanation of the term and what companies need to do.

The word ‘reasonable’ and other words based on it – for example, ‘reasonably’ – appears in the Personal Data Protection Act (PDPA) … a lot of times. The word ‘accountable’ and other words based on it, such as accountability, appears in the PDPA exactly zero times.

But we are hearing a lot about accountability in connection with data protection. Before we get to ‘Why?’ let’s look at a couple of examples of compliance versus accountability.

Traditionally, businesses are required to comply with a wide range of regulatory requirements. If they were caught not complying, they had to fix the shortfall; it they were not caught, then they did nothing much at all. So, compliance is a rather passive approach.

Accountability is different. The Cambridge Dictionary says that ‘someone who is accountable is completely responsible for what they do and must be able to give a satisfactory reason for it.’ Accountability is an active approach.

Vignette #1

It’s dinner time on Friday evening. Mum and Dad are chatting about their plans for the weekend.

‘Oh, tomorrow morning I have an appointment with the doctor so I can’t pick the kids up from their enrichment class that finishes at 11 o’clock. Can you do it?’

‘Yes, of course,’ says the responsible spouse.

‘Are you sure? You won’t forget, will you? You won’t be late? They’re too young to be wandering around by themselves,’ says the worried spouse.

‘Stop worrying. It will be OK.’

If the responsible spouse forgets – say they get distracted by reading the newspaper and, suddenly realise that it’s past 11 o’clock already – what happens? Yup, probably the worried spouse will scold them a lot and tell them not to let it happen again. That’s a compliance approach. The worried spouse isn’t going to think that ‘I got distracted and forgot the time’ is a satisfactory reason for the kids being left to wander around alone after their class.

But by contrast, if the responsible spouse takes an accountability approach, they will take proactive steps to make sure that they don’t forget. For example, they might set a timer on their phone that will alert them when it’s 10:30 and they have to get ready to be there before the kids come out of their class at 11 o’clock.

Vignette #2

It’s performance appraisal time at work. A manager and a staff are having a discussion about why the staff didn’t meet their sales targets. (Spoiler alert: this might not end well.)

Staff says, ‘It’s not my fault. A few things didn’t turn out as I expected, and these things were outside of my control.’

Manager says, ‘So, what did you do to plan for unexpected events and other things outside of your control?’

Staff says, ‘Er, well … I …’

I’m rather sure that if the staff’s answer is that they didn’t do anything, but just sat back and waited to see what would happen, they aren’t going to get a good performance appraisal.

But if the staff is able to demonstrate that they did various things to achieve their sales goals even in the face of unexpected events and other things outside of their control, they could get a good performance appraisal despite not meeting their sales goals.

We can see from both examples, that accountability is about being able to demonstrate actively taking steps with the aim of making sure that something happens. Compliance is about passively waiting to see how things turn out.

We are hearing a lot about accountability in connection with personal data protection simply because regulators do not think that a passive compliance approach is good enough.

The concept of accountability in the context of data protection is a few years old now, but we’ve been hearing a lot more about it in the last two or three years. Part of the reason is that the General Data Protection Regulation (GDPR) specifically requires accountability.

Mr Yeong Zee Kin, Deputy Commissioner of the Personal Data Protection Commission (PDPC) of Singapore gave the Keynote Speech at the 39th International Conference of Data Protection and Privacy Commissioners in September 2017 in Hong Kong. Amongst other things, Mr Yeong spoke about ‘the pivot from compliance to accountability’. He said that:

‘Accountability is an organisation’s promise to customers that their personal data will be handled respectfully and carefully. It is about being able to demonstrate to customers that measures which pre-emptively identify and address risks to personal data have been put in place.’

This is especially applicable for companies like BoardRoom that deal with a significant amount of sensitive personal data. With a service offering focused on outsourcing critical back-end business operations like Share Registry, Payroll & Accounting, BoardRoom handles more personal data than most organisations. As a result, they cannot rely on processes tailored towards compliance, BoardRoom is expected to prove accountability around personal data protection. For any businesses interested in outsourcing, a critical evaluation factor when selecting their partner should be ensuring the organisation can demonstrate accountability surrounding personal data protection.

In practice, organisations have to do the equivalent of the responsible spouse setting a phone alert to make sure that that picking up the kids on time isn’t forgotten, or the equivalent of a staff planning to make sure sales goals are achieved in spite of unexpected events. And being able to demonstrate that they have done these things.

Lyn Boxall (CIPM, CIPP/A, CIPP/E, FIP, GRCP, GRCA) is an Advocate and Solicitor in Singapore and co-author of the book “99 Privacy Breaches to Beware of: Practical Data Protection Tips from Real-Life Experiences”.

She practices law in Singapore as Lyn Boxall LLC and is a consultant with Straits Interactive Pte Ltd, a leading specialist in personal data protection and Do-Not-Call (DNC) solutions.

With the wealth of our experience as outsourcing experts in areas such as payroll outsourcing, corporate secretarial and accounting services, BoardRoom handles a significant amount of our clients personal data. We do not take this responsibility lightly and have been working closely with Straits Interactive for years to ensure that BoardRoom is able to prove accountability.

A key piece towards demonstrating Accountability is the appointment of a Data Protection Officer (DPO) within your organisation. It’s now easier than ever to appoint a DPO with the Personal Data Protection Commission (PDPC) collaborating with the Accounting and Corporate Regulatory Authority (ACRA) to allow for organisations registered with ACRA to register and/or update their DPO’s name and contact information via ACRA’s BizFile+ using their CorpPass accounts. Head to our article on this to find out more.

Interested in learning more about our accountability measures regarding personal data? Get in touch with one of our outsourcing experts who will explore in detail how BoardRoom ensures more than just compliance when it comes to personal data protection.

In this article, we will be exploring the implementation an Employee Equity Plan as a viable option for companies looking for solutions to survive the economic downturn & long-term employee retention post Covid-19.  As the spread of the Coronavirus curbs we seem to be facing another crisis, a global economic downturn, one in which we are already seeing companies making job/pay cuts across the board. In Singapore specifically Gross Domestic Product (GDP) is expected to shrink by 7% in 2020.

The news has been dominated by stories of blue-chip companies like HSBC who introduced pay cuts to their executives for the next 6 months. Coworking space giant, WeWork, has laid off 2,400 of its employees. Devastating as these stories are, the actions taken are not new measures for coping with an economic downturn. Similar actions were taken both in the 2008 Financial Crisis and the 2000 Dot-com bubble.

We should ask ourselves, are these actions ideal given we’re now 10+ years on and still adopting the same measures for navigating through an economic downturn?

History tells us that taking these cost-cutting measures to keep businesses afloat during times of financial difficulty comes with severe consequences.

Some of these consequences include:

• Voluntary resignations as a result of reducing your current workforce. A 1% reduction in your current workforce can result in a voluntary resignation increase of 31% the following year
• Drops in job satisfaction and performance. When you impose a layoff, survivors will experience a 41% drop in job satisfaction and a 20% drop in job performance
• When you introduce a pay cut, it will adversely affect job performance

The driving factor for these consequences is that it causes employees to lose control over their employment and any survivors will be stretched to fulfil business requirements. This will only further impact job performance and increase voluntary resignation due to plummeting job satisfaction.

So, if we know the current solutions are not having positive long-term effects on businesses then what can be done? An effective solution could be the implementation of an Employee Share Plan.

We’ve detailed below some options and their benefits to companies:

1. Introduce long term incentive schemes. To replace short term cash bonus with an employee equity plan or share option scheme, allowing financial liquidity.
2. Revise current employee share plan. To increase rewards to employees who enhance (or reduce) company’s cost structure and increase operational efficiency during an economic downturn.
3. Revise current performance metrics. Lower the Total Shareholder Returns (TSR) to an achievable level and increase time frame for performance evaluation.
4. Bottom-Up approach. To offer long term employee incentive schemes to lower management people.
5. Adopt a bonus reserve, to fund incentive schemes.
6. For start-ups who are looking to drive company growth an Employee Share Option Plan would be an effective way to incentivise staff towards a common goal and subsequently drive growth.
7. For start-ups with an existing Employee Share Option Plan (ESOP) but are looking to offload administrative burden and maximise the workforce on revenue generating initiatives, should outsourcing their ESOP.

The overarching objective for each of these is to incentivise critical business units to perform at a high level in order to weather any economic downturn.

Like any challenging situation key to success is being razor sharp in everything you do. In the face of an economic downturn it’s not always every sector that is impacted. Industries like Healthcare Services, Technology Equipment, Software and IT Services are expected to benefit from this current pandemic and will continue to perform well.

Don’t get swept up in the emotion of sensationalised media headlines showcasing devastating job losses and pay cuts globally. Stick to the facts. A recent study conducted by AON has shown that only 10% of companies across Asia have implemented pay cuts amid the COVID-19 pandemic.

If you are in a sector that has been impacted and you need to make changes, don’t default to traditional measures (think job/pay cuts) consider your motivations for the changes you need to make and then evaluate if an employee share plan could be a solution for you.

Some key questions to consider when evaluate if and what type of share plan is suitable for you are:

• Is your company looking into rewarding employees based on long-term achievements?
• Are you looking into instilling ownership thinking into your employees?
• Is your company looking into replacing short term cash rewards, with long term equity rewards?
• Are you looking into driving different employees into achieving specific outcomes (i.e. TSR, ROE, Client Retention etc.)?

Remember that an employee equity plan scheme is not a short-term win but a long-term business strategy. Surveys conducted by AON have shown that 75% of companies who adopt a long-term incentive scheme will continue to utilise it. Be Open Minded. Realise the potential from your existing workforce and seek solutions to capitalise their performance and secure a business future.

We have designed an all-rounded encompassing solution comprising of an experienced Share Plan team of practitioners and a digital solution to help you manage your strategic initiative.

Companies of all shapes and sizes go through constant change throughout their life cycle to ensure they remain competitive. Sometimes, change can lead to the closing down of a company, a subsidiary, or just a local branch. These changes could be driven by a wider clean-up and restructuring exercise or are measures to save on compliance and maintenance costs, or the business is simply no longer commercially viable in the operating county.

There are three main options for closing a business entity in Singapore and we set them out below to assist you with determining which is the most effective course of action for you.

Pursuant to Section 344 of the Companies Act (Cap. 50) (the “Companies Act”), a company may apply to the Accounting and Corporate Regulatory Authority (“ACRA”) to be struck off if it is not carrying on business or is not in operation and is able to satisfy the following conditions:

• The company has not commenced business since incorporation or has ceased trading.
• The company has no outstanding debts owed to Inland Revenue Authority of Singapore (“IRAS”), Central Provident Fund (“CPF”) Board and any other government agency including ACRA.
• There are no outstanding charges in the charge register.
• The company is not involved in any legal proceedings (within or outside Singapore).
• The company is not subject to any ongoing or pending regulatory action or disciplinary proceeding.
• The company has no existing assets and liabilities as at the date of application and no contingent asset and liabilities that may arise in the future.
• All/majority of the director(s) approve the submission of the online application for striking off on behalf of the company.

It is also important to ensure that there is no outstanding tax credit owing to the company before applying for striking off as and when the company is dissolved, any tax credit due to the company will be paid over to the Insolvency and Public Trustee’s Office.

An application to strike off a company can be carried out directly by the company director. However, companies will usually engage their appointed company secretary or a registered filing agent to save time and hassle. Here are some for your company. Processing time once the application is submitted to ACRA is estimated to be approximately four months.

Any person aggrieved by the striking off can submit an objection against a striking-off application. If ACRA receives any objection, ACRA will inform the company of the objection, and the company is required by ACRA to resolve the matter within two months. Otherwise, the striking off application will lapse.

A company can be restored within six years after the company’s name has been struck off by a Court Order.

Closing down a company by striking it off is a straightforward and expeditious process relative to the procedures of winding-up a company, or liquidation of a business which is discussed below. However, this option is only viable mainly for companies that are dormant and do not have any assets or liabilities.

When a company is wound up or liquidated, the debtor company’s assets are collected and sold off in order to pay its debts. Any monies remaining after all debts, expenses and costs have been paid off are then distributed amongst the shareholders of the company. Upon completion of the winding up, the company will then be formally dissolved and cease to exist.

A members’ voluntary winding up may be carried out if the directors of the company believe that the company will be able to settle its debts in full within 12 months from the commencement of the winding-up. Where a company is unable to pay its debts and wishes to be wound up, it may do so by way of a creditors’ voluntary winding up. In both instances, a liquidator will need to be appointed to carry out all acts required to wind up the company.

We will only be addressing a members’ voluntary winding up in this article.

A solvent entity may consider closing down a company by embarking on a members’ voluntary winding up if the company has ceased its business activities, or if the company is not able to generate enough profit to sustain itself, or its existence is no longer required pursuant to a restructuring of the group which the company belongs.

In a members’ voluntary winding up, the directors of the company need to lodge a declaration with the Registrar of Companies that the company cannot by virtue of its liabilities continue its business (the “Declaration of Solvency”). An Extraordinary General Meeting (“EGM”) will then need to be convened to, among others, seek shareholder approval to wind up the company and appoint the liquidator.

A members’ voluntary winding up may commence upon the passing of a special resolution by the members of the company or on the day of lodgment of the Declaration of Solvency with ACRA (where a provisional liquidator has been appointed before the special resolution for voluntary winding up was passed), whichever is earlier.

Once the affairs of the company are fully wound up, the liquidator will draw up an account of how the winding up had been conducted, including, how the company’s assets had been disposed of and present this to the shareholders at an EGM.  Thereafter, the liquidator will need to lodge with ACRA and the Official Receiver a return stating that the meeting has been held with a copy of the account attached.

The company will be dissolved three months after the lodgement. However, the court has the power to declare the dissolution of a company to be void at any time within two years after the date of dissolution if an application is made by the liquidator or any other interested person.

Even though closing down a company is a fairly long process, it will ensure a fair and equitable distribution of the company’s assets amongst its creditors and contributories.

A foreign company’s local branch has to cease its operations in Singapore if the foreign company has been dissolved or is undergoing liquidation by filing the necessary notification with ACRA.

If a foreign company’s local branch in Singapore has ceased business, the foreign company may apply to ACRA for winding up a company if it is able to satisfy the following criteria:

• The sole authorised representative is unable to resign because the company has not appointed a replacement.
• The authorised representative has received no instructions from the company for at least 12 months after a request has been made regarding whether the foreign company intends to continue operations in Singapore.
• The foreign company has no authorised representative (can be filed only by registered filing agent).

If the foreign company’s local branch in Singapore is GST-registered, it has to apply for cancellation of the GST registration with IRAS.

Singapore provides a range of options for the closing of business entities and company and the option you choose would depend on the state of affairs of the business entity and your business strategy.

We hope this note is useful to you as a starting point for your discussions on the options to close a business entity in Singapore.

Boardroom has over 50 years of experience guiding companies of all shapes and sizes through the various options available within Singapore.  Boardroom’s experienced team can not only advise you on the best course of action in closing down a company in Singapore but also take care of the formalities and ensure all statutory requirements are met.  Should you require any further information or professional corporate secretarial services and advice, please do not hesitate to get In touch with your usual contact at BoardRoom or contact info.sg@boardroomlimited.com.

Based on reports from a survey conducted by Workday and published on Human Resource Directors, Singapore’s job market currently has an expected turnover rate of 46% per annum, the highest across Asia Pacific. Given this alarming statistic, employment retention is key for companies to grow and maintain a competitive advantage with their best minds running the entity with in-depth, industry specific skills and experiences. To attack this issue effectively, we are seeing a surge in companies adopting an Employee Share Plan (ESP). As a result, not only are employees retained, they are also incentivized to work towards company’s objectives and not of their own.

An Employee Share Plan is essentially a remuneration package, where employees are rewarded with company’s ordinary shares, either by subsidy or free of charge, after certain performance criteria have been fulfilled. Some examples of an Employee Share Plan include Employee Share Award Scheme (ESAS) and Employee Share Purchase Plan (ESPP). In this article we will discuss each in detail to demonstrate their differences.

This plan is usually given to directors or upper level management, where the employee is rewarded with ordinary shares of the company, if they fulfill certain criteria or performance metrics set forth by the company. Initially, the participant (director or senior manager) will be allotted X number of restricted shares. At each vesting period (usually annually), a proportion of the allotted shares will be vested and become unrestricted shares, where the participant can then enjoy the benefits of owning an actual share (i.e. Sell, Voting Right, Dividend Pay-out). The number of shares to be vested and turned into unrestricted shares, will depend on the participant’s performance during their evaluation period.

There are two types of ESAS, namely a Performance Share Plan (PSP) and a Restricted Share Plan (RSP). They can be summarized as follows:

Jack Li (Employee of Jack Manufacturing Company) has recently joined the Jack Manufacturing Company Restricted Share Plan (RSP), where he was allotted 1,000,000 shares on 1^st April 2020. The RSP plan spans across a 3-year duration with 2 vesting periods. The first vesting date is 2^nd April 2022, where 50% of the allotted shares will be vested and become unrestricted shares, based on Mr. Li’s performance from 2^nd April 2020 until 1^st April 2022. The second vesting date is on 2^nd April 2023, where the remaining 50% of the allotted shares will be vested, depending on his performance from 2^nd April 2020 till 1^st April 2023. His results are summarized as follows:

Upon the first vesting period, Jack only managed to reach 95% of his pre-set target, therefore, the Remuneration Committee (RC) decided to vest only 450,000 shares, of the allotted 500,000 shares for that time period. The remaining 50,000 shares will either be placed back in Jack Manufacturing Company’s treasury account or to be evaluated again towards the second vesting period. For the purpose of this example we will assume that the unvested 50,000 shares are being placed back into Jack Manufacturing Company’s treasury account for simplicity.

Upon the second vesting period, Jack performed well and managed to reach his target, thereby having all 500,000 shares vested accordingly.

In conclusion, Jack has a total of 950,000 Jack Manufacturing Company’s ordinary shares by end of 2^nd April 2023, that he can either sell it or keep. If he chooses to keep the shares, he will enjoy voting rights and receive dividend payment as and when due.

Companies who adopt such a plan usually aim to ensure that shorter term (i.e. Annual) goals are being met and satisfied. As opposed to PSP, where longer term goals are the focus, see below for this case study.

Note: As a rule, companies will only allot shares up to 15% of company’s current outstanding ordinary shares at any time, to all its eligible participants, to prevent overpowering of any form.

Sarah Perry (Employee of Jack Manufacturing Company) recently joined the Jack Manufacturing Company Performance Share Plan (PSP), where she was allotted with 1,000,000 shares on 1^st April 2020. On an annual basis, she will be evaluated and will be given a score card. The average of all scores spanning across 3 years, will determine the final number of ordinary shares awarded. It is worth pointing out that the scores she receives in one particular year will not affect her scores of other years.

Her results are summarized as follows:

In conclusion, Sarah has a total of 900,000 Jack Manufacturing Company’s ordinary shares by the end of 2^nd April 2023, that she can either sell or keep.

Note that in some companies, a Claw-back Policy may be introduced. This policy will require the individual to return a certain number (if not, all) of the rewarded ordinary shares, should the performance achieved be deemed unsustainable, for a set number of years post the PSP Plan.

Companies who adopt such plans usually aim to ensure that longer term goals are being materialised, as opposed to RSP, where shorter term goals are the focus. In addition, such policy will incentivise the individual to constantly reflect and improve on the strategies adopted, to ensure sustainable performance for the long haul.

This plan is offered to all employees of the company. The company will effectively subsidize employees in purchasing ordinary shares of the company.

On a monthly basis, a portion of the participant’s (employee) gross income will be automatically deducted and placed in a separate account (sitting with the company) for a minimum period of one year. By end of the year, the participant either has the option to use those funds to purchase ordinary shares, or have it transferred back to participant’s own account. To incentivize participants to partake in this scheme, companies would offer an advantageous interest rate, for the funds being set aside. Therefore, there is benefit to the employee even if they don’t proceed with purchasing the company’s ordinary shares. There are also other cases where companies will subsidize 25% of the total cost spent by the participants when making the share purchase. Some companies would even use their own funds to purchase x ordinary shares, for every x number of ordinary shares purchased by the participants.

Different types of plans will serve companies of different sizes and nature. But the core purpose remains the same, which is to retain the best minds, drive long term growth and be the market’s next game changer.

Find out more on the key benefits of having an Employee Share Option Plan (ESOP) or learn about the challenges of ESOP implementation and how to conquer them.

We have designed an all-rounded encompassing solution comprising of an experienced Share Plan team of practitioners and a digital solution to help you manage your strategic initiative.

One of the biggest risks employers face with executing payroll in China is not fully complying with the country’s labour laws. Employees are generally required to have proof of residence in the city in which they apply for employment, and employers must file the appropriate social insurance paperwork.

Employees may be hired on a permanent or temporary basis; a temporary contract can be for a fixed period of time or until the occurrence of a certain event. Workers from abroad can be employed only with special permission from the local authorities and after obtaining an employment certificate for the employee.

Minimum wages are set by local government agencies across China, and the country’s labour bureaus set standard minimum wages for certain types of jobs. China has an eight-hour work day with an average working week no more than 44 hours long and (generally) two days off per week. Salaries and payroll-run in China are generally paid monthly.

An employee may terminate employment with 30 days’ written notice. Employers must provide 30-day advance notice to an employee to part ways with mutual consent and must pay severance unless the employee failed to satisfy the conditions of his or her employment contract and/or violated any laws or company policies.

Required tax deductions vary from region to region (and even city to city) across China, but they usually total around 40 percent of an employee’s salary. Since all employees pay income tax, China mandates that employers withhold around 15 percent of employees’ wages for individual income taxes and pay, paying them to China’s tax bureau before the 15th of each month. Employers are also required to withhold and pay a shares tax, bonus tax, or severance tax when applicable.

Employers and employees are required to contribute to China’s mandatory social insurance schemes – pension insurance, medical insurance, industrial injury insurance, unemployment insurance, and maternity insurance – as well as to its Housing Fund which allows the employees to save money towards purchasing their own home.

The amount of social insurance and Housing Fund contributions are adjusted each year for every city or region, with the amount determined using the average salary in each city. Respective government officials often implement the changes at different times, placing an important administrative burden on employers to stay abreast of all required payroll compliance guidelines.

The required withholdings must also be paid to the Bureau of Labour Insurance, National Health Insurance Council, and the Employee Pension Board before the 15th of the following month.

As in most other Asian countries, workers in China receive about 10 paid holidays per year. These generally include the first three days of the traditional Chinese lunar calendar, three days for International Labour Day on May 1-3, and three days for National Day from October 1-3. They also receive a paid holiday for January First on the Western calendar and China’s government occasionally establishes special holidays on short notice.

Employees are entitled to between 5 and 15 days of paid annual leave at a sliding scale based on their length of service to the employer. Employees can also apply for sick leave, marriage leave, and funeral leave, when applicable.

Women are generally entitled to 98 days of maternity leave, paid by the employer, though certain provincial regulations extend the amount of leave available (in some instances, by as many as three months). Fathers are entitled to 7-20 days of paternity leave, with some extensions permissible.

Most companies operating in China have engaged a regional payroll services provider to take care of China’s complex payroll considerations and tax requirements. To ensure all employer’s liabilities are complied with according to the local regulations, consider outsourcing your payroll operations in China to a trusted managed services provider like BoardRoom.

BoardRoom has extensive experience operating in China with a local team and a new cloud-based HRMS solution, Ignite, that delivers a superior user interface and an intuitive mobile application.