As a general rule, a foreign company must set up an appropriate business entity before commencing business in Singapore. The three most common types of business entity used by foreign companies wishing to establish a presence in Singapore are representative offices, branch offices and private companies with limited liability.
Much of the business conducted in Singapore involves cross-border transactions, which can often lead to disputes over whose terms and conditions apply. As such, parties aiming to manage their risk and potential liability through terms and conditions that include choice of law provisions should ensure that their contracts are localised to prevent potential conflicts before they arise.
As European corporate clients from civil law jurisdictions expand their businesses and enter into common law jurisdictions such as Singapore, their template contracts most likely need adjustment. Many templates from civil law jurisdictions address damages in the event of breach. Although straightforward penalty clauses are often included, they are generally unenforceable in common law jurisdictions, including Singapore.
The rights of minority shareholders dissatisfied with the level of remuneration of directors came under the spotlight at the February 2003 annual general meeting of Craft Print International. The company's largest minority shareholder proposed four resolutions dealing with the level of directors' remuneration and the manner in which it was calculated, but these were ultimately voted down.
A recent case illustrates the cautious approach of Singapore courts towards lifting the corporate veil.
Is the capitalization of unpaid loans and advances equivalent to a subscription of shares for cash? This question was recently considered in an arbitration proceeding between X Ltd and Z Ltd. The results are discussed herein.
The Court of Appeal has held that lodging a caveat does not create a charge over real property because the law requires that a caveator must have a pre-existing interest in the asset before he lodges such a claim.
In a recent judgment the High Court of Singapore held that Section 216A of the Companies Act is the only recourse for a shareholder to commence a derivative action against the directors of a company for alleged misfeasance.
A recent case illustrates the principles that govern the duties of directors as they relate to disclosure of interests, as governed by the Companies Act.
Including: Implied Terms; Remedies; Calculating Damages