Hello everyone,
I'm writing here today to ask you guys something.
How may a business partnership be made when the people involved are in different countries?
Hi Joao, Do you mean business partnership in legal term?
Well, this is made possible by a combination of a new business vehicle known as Limited Liability Partnership, 100% foreign ownership in Singapore and the use of nominee director/shareholder service.
Limited liability partnership, LLP is a new form of business entity introduced in Singapore on 2005. This business entity offer limited liability protection, is a legal entity that can hold another company or property and has no restriction on the maximum number of partners. In Singapore, a more common type of business entity, Private Company limited by Shares has a maximum cap of 50 partners. Thus, it is possible for 3000 business partners to own a LLP.
Since we have overcome the hurdle of maximum of partners, let tackle the problem of business ownership by people from different countries. This is not a problem at all as Singapore allows 100% foreign ownership.
LLP is still not the ideal entity to operate businesses. It has a lower liability protection than Private Limited Companies in the sense that partners can be personally accountable for debts and losses resulting from their own careless actions. As such, we will use a very common method of liability protection and that is through a business holding entity. You will own the LLP, the LLP will hold all the funds but it will not conduct any business activities. The LLP being a separate entity will hold a Private Limited Company that conducts business activities. In this way, all co-owners will be protected against any liability.
What is the point of owning a business if it is not making money? The business registration through the above method will only be utilized if co-owners voted for direct business ownership after the first year. For a start, business ownership is structured through a nominee shareholder service. A nominee shareholder agreement is a perfectly legal device to allow someone to own a business entity. Typically, nominee shareholder service is designed for foreign individuals who wish to incorporate a company in a particular country where the company law needs a local resident as the shareholder. It is also ideal for individuals who would rather not disclose their interest or association with a given corporate body. We will provide the nominee shareholder service and more or less assumed the business risks.
The most ideal business entity structure will be a listed public company or an unlisted public company. That is a target we hope to achieve with the community in 10 years time.
I agree partially with what was written by the Gogme.biz writter. His comment was really well written and very clear, with the intent of clarifying possible legal structures for business ownership.
I would only partially agree that an LLP is the best partnership structure. It is really relevant as to what you wish to achieve. In Brazil, where I live, LLP doesn`t exist. I know about the structure and particularly like it, but it would NEVER work here in Brazil. We have two types of legal structures: limited ownership and anonymous society - these two strucutres are similar to Subchapter-S and Subchapter-C corporations in the US.
The big question of ownership also has to do with tax advantages. Here in Brazil, if you own an off-shore corporation that is in a tax haven like the Bahamas, then the individual is taxed 15% on all dividends. But if the corporation isn`t in one of these tax havens, then the dividends are not taxed at all.
Personally I disagree that Singapore is the best place to incorporate the business. I don`t know the legal framework of Singapore, but would be more partial to either the US, Isle of Man or Luxemburg to found the corporation. These places have a very good legal framework for hosting corporations. They are also known locations for incorporating companies, offering a lot of protection to the shareholders.
Furthermore, a fund might be the best vehicle for ownership of this business... It would allow faster entry and exit of the individual shareholders, without causing major strain on the company should someone choose to leave. Plus, funds provide an aditional measure of anonimity to the individual investors.
I must agree Singapore is not the best choice. In Singapore, there is a withholding tax of 15% for all non-residents or non-resident companies. In additional, there is corporate tax of 18% for companies. It means our operating entity will be tax 18%, after that the co-owners of the holding entity will be tax 15%. When the businesses start to gain profits, we do have in mind to shift the holding entity to a tax haven, such as Dubai Internet City and Isle Of Man as you suggested.
LLP through legal ownership is an option that is available for voting by co-owners in one year time after the commence of the initiative. Co-owners can decide on the pros and cons before going through direct ownership. If the global joint venture proves to be successful and profitable, it is worth considering the direct ownership conversion. Before that, our nominee ownership service provided to co-owners will be the interim solution for anonymity and protection against business risks.
A fund is a good suggestion that is worth looking into. To start a fund and getting it approved is very costly. Once the first initiative proves to be feasible, future initiatives that aims for a larger pool of funds can be done this way. Currently, Gogme is offering services more related to a business bureau than a financial institution. We are brokering interested parties to become business partners together and offering nominee shareholder service as most business bureau provide. We are not asking people for investment or soliciting funds from public.
The objective of the first initiative, Gogme Learning Alfa will be more focus on entrepreneurial learning and experimenting with business ideas. Even if the venture can bring about 10 times the financial return, with each co-owner only limited to contribute US$100, they can only receive US$1,000. We hope that co-owners can learn the inner workings of the business world, start a business or franchise it from Gogme LA and become a successful entrepreneur with a business of their own.
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Location: Singapore
Hi Joao, Do you mean business partnership in legal term?
Well, this is made possible by a combination of a new business vehicle known as Limited Liability Partnership, 100% foreign ownership in Singapore and the use of nominee director/shareholder service.
Limited liability partnership, LLP is a new form of business entity introduced in Singapore on 2005. This business entity offer limited liability protection, is a legal entity that can hold another company or property and has no restriction on the maximum number of partners. In Singapore, a more common type of business entity, Private Company limited by Shares has a maximum cap of 50 partners. Thus, it is possible for 3000 business partners to own a LLP.
Since we have overcome the hurdle of maximum of partners, let tackle the problem of business ownership by people from different countries. This is not a problem at all as Singapore allows 100% foreign ownership.
LLP is still not the ideal entity to operate businesses. It has a lower liability protection than Private Limited Companies in the sense that partners can be personally accountable for debts and losses resulting from their own careless actions. As such, we will use a very common method of liability protection and that is through a business holding entity. You will own the LLP, the LLP will hold all the funds but it will not conduct any business activities. The LLP being a separate entity will hold a Private Limited Company that conducts business activities. In this way, all co-owners will be protected against any liability.
What is the point of owning a business if it is not making money? The business registration through the above method will only be utilized if co-owners voted for direct business ownership after the first year. For a start, business ownership is structured through a nominee shareholder service. A nominee shareholder agreement is a perfectly legal device to allow someone to own a business entity. Typically, nominee shareholder service is designed for foreign individuals who wish to incorporate a company in a particular country where the company law needs a local resident as the shareholder. It is also ideal for individuals who would rather not disclose their interest or association with a given corporate body. We will provide the nominee shareholder service and more or less assumed the business risks.
The most ideal business entity structure will be a listed public company or an unlisted public company. That is a target we hope to achieve with the community in 10 years time.
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Thanks for the enquiry, Joao. We will put this information on our blog soon.
Location: Brazil
I agree partially with what was written by the Gogme.biz writter. His comment was really well written and very clear, with the intent of clarifying possible legal structures for business ownership.
I would only partially agree that an LLP is the best partnership structure. It is really relevant as to what you wish to achieve. In Brazil, where I live, LLP doesn`t exist. I know about the structure and particularly like it, but it would NEVER work here in Brazil. We have two types of legal structures: limited ownership and anonymous society - these two strucutres are similar to Subchapter-S and Subchapter-C corporations in the US.
The big question of ownership also has to do with tax advantages. Here in Brazil, if you own an off-shore corporation that is in a tax haven like the Bahamas, then the individual is taxed 15% on all dividends. But if the corporation isn`t in one of these tax havens, then the dividends are not taxed at all.
Personally I disagree that Singapore is the best place to incorporate the business. I don`t know the legal framework of Singapore, but would be more partial to either the US, Isle of Man or Luxemburg to found the corporation. These places have a very good legal framework for hosting corporations. They are also known locations for incorporating companies, offering a lot of protection to the shareholders.
Furthermore, a fund might be the best vehicle for ownership of this business... It would allow faster entry and exit of the individual shareholders, without causing major strain on the company should someone choose to leave. Plus, funds provide an aditional measure of anonimity to the individual investors.
Location: Singapore
Hi Patrick,
I must agree Singapore is not the best choice. In Singapore, there is a withholding tax of 15% for all non-residents or non-resident companies. In additional, there is corporate tax of 18% for companies. It means our operating entity will be tax 18%, after that the co-owners of the holding entity will be tax 15%. When the businesses start to gain profits, we do have in mind to shift the holding entity to a tax haven, such as Dubai Internet City and Isle Of Man as you suggested.
LLP through legal ownership is an option that is available for voting by co-owners in one year time after the commence of the initiative. Co-owners can decide on the pros and cons before going through direct ownership. If the global joint venture proves to be successful and profitable, it is worth considering the direct ownership conversion. Before that, our nominee ownership service provided to co-owners will be the interim solution for anonymity and protection against business risks.
A fund is a good suggestion that is worth looking into. To start a fund and getting it approved is very costly. Once the first initiative proves to be feasible, future initiatives that aims for a larger pool of funds can be done this way. Currently, Gogme is offering services more related to a business bureau than a financial institution. We are brokering interested parties to become business partners together and offering nominee shareholder service as most business bureau provide. We are not asking people for investment or soliciting funds from public.
The objective of the first initiative, Gogme Learning Alfa will be more focus on entrepreneurial learning and experimenting with business ideas. Even if the venture can bring about 10 times the financial return, with each co-owner only limited to contribute US$100, they can only receive US$1,000. We hope that co-owners can learn the inner workings of the business world, start a business or franchise it from Gogme LA and become a successful entrepreneur with a business of their own.
Location: Malaysia
too many business partnership, so what kind of all the business?
Location: Italy
i come from italy