Prepared for The HUB Singapore

August 28, 2014

INVESTOR COMING:RESCUE NEEDED. SOS

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LAUNCH YOUR BIG IDEA

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What investors look for in a company

Company secretarial documents every startup must have

Financial reports investors need

How to plan about a rescue if it’s all a mess

WHAT WE WILL COVER

WHAT INVESTOR LOOKS AT

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Financial health:• Financial income (P&L), position (B/S)

and potential (Forecast)• All bookkeeping and tax filings

records up to date

Compliance health:• Record and document for every

decision of directors and shareholders

• All statutory filings and records up to date

WHAT INVESTOR LOOKS AT

COMPANY SECRETARIAL RECORDS

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COMPLIANCE BIG 3S

Singapore Companies

Act

Shareholders Agreement

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COMPLIANCE BIG 3S – INTERNAL MANAGEMENT

Shareholders

Officers / Company Secretary

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Current shareholdersCurrent directorsCompany secretaryThe agreements in place:

• Founders Agreement• Memorandum and Articles of

Association• Shareholders Agreement

Company Secretarial records are up to date

COMPLIANCE HEALTH CHECK

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Copy of the Notice confirming Incorporation

Copy of the latest Memorandum and Articles of Association (M&AA)

Copy of physical Share Certificates

Common seal

COMPLIANCE RECORDSSTARTUPS MUST HAVE - 1

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Copy of Directors Resolution/sCopy of Members Resolution/sCopy of all the Accounting and Corporate Regulatory Authority (ACRA) filingsCopies of all the Financial Statements prepared and signedCompany’s registers - directors and officers, members, share allotment, share transfer

COMPLIANCE RECORDSSTARTUPS MUST HAVE - 2

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Who can be appointed as a Company secretary?Professional with Specialized knowledge on Companies Act

Why is it important for a company?Shows the investor that the company is in ‘good standing’ and is compliant at all times

WHY COMPLIANCE RECORDS

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COMPLIANCE DUE DILIGENCE & RESCUE

Compliance health

Due diligence

Secretarial rescue

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DIY DUE DILIGENCE

Who is the company secretary

Where is the common seal and company stamp

Where are the share certificates

Is the company secretarial file up to date

Any notifications from ACRA

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PROFESSIONAL DUE DILIGENCE:STAGE 1 – DOCUMENTS COLLECTION

Latest Business Profile

Latest M&AA

ACRA screenshots for all the lodgments made from incorporation till date

Business Profile purchased after each lodgment

Signed Minutes of the Board meeting / Directors Resolution in writing from incorporation till date

Signed Minutes of the Shareholders meeting / Consent to written resolution by members from incorporation till date

Copies of all supporting documents for effecting the changes with ACRA

Copy of company’s registers

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PROFESSIONAL DUE DILIGENCE:STAGE 2 - REVIEW

Based on ACRA extracts and lodgement:

Review the list of ACRA lodgments made from incorporation of till date

Review the company secretarial file

Based on M&AA - review on:

Directors proceedings

Shareholders proceedings

Changes to share capital including specific provisions relating to share transfers, share allotment etc

Allotment of classes of shares including preference shares, debentures etc

Report any other specific article for the company

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PROFESSIONAL DUE DILIGENCE:STAGE 3 - REPORT

Compliance Status Report includes:

List of changes in the company and the related compliance status

Missing documents (if any)

Timeliness of effecting the changes in the company

Where the compliance is up to date – a Compliance Certificate will be issued

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WHEN DO YOU NEEDCOMPLIANCE RESCUE

The company was incorporated DIY style online and there are no secretarial records at all

The Company Profile doesn’t reflect the true company structure - shareholders, directors, business activity, capital

You have a company secretarial file but are not sure if it is complete or accurate

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COMPLIANCE RESCUE -SUMMARY

Company secretarial rescue would broadly cover:• Provide a due diligence report with

missing documents and filings (if any)• Re-create missing documents• File correct lodgements with ACRA• Update the statutory records

ACCOUNTING RECORDS

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Now - Accurate financial records from the date of incorporation till today:

Income Statement (Profit & Loss)Balance SheetCash Flow Statement

Moving forward - Financial plans:Forecast

WHAT INVESTOR LOOKS AT

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WHEN YOU NEEDBOOKKEEPING RESCUE

Income looks negative!

Undeposited funds

Bank statement balance does not match your bookkeeping records

You just haven’t started proper bookkeeping yet

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PROFESSIONAL BOOKKEEPING RESCUE

Get all the bookkeeping records ready (cheque butts, receipts, bank statements, personal expense claims). Bookkeeper will then:

• Process backlog of accounts

• Work based on limited information available

• Correct errors

• Identify nature of unusual trends in numbers

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WHEN IS A GOOD TIME FOR RESCUE

You are getting an investment

You are applying for a government grant

You are applying for a loan

For showcasing good compliance

For filing annual returns with ACRA and IRAS

For passing audit successfully

For your peace of mind

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LET’S TALK

inquiry@futurebooks.c

om

@futureb00ks

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