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Prepared for The HUB 
Singapore 
August 28, 2014 
INVESTOR COMING: 
RESCUE NEEDED. SOS
LAUNCH YOUR 
BIG IDEA 
www.futurebooks.com
WHAT WE 
WILL COVER 
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 
www.futurebooks.com
WHAT INVESTOR 
LOOKS AT
WHAT INVESTOR 
LOOKS AT 
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 
www.futurebooks.com
COMPANY 
SECRETARIAL 
RECORDS
COMPLIANCE 
BIG 3S 
www.futurebooks.com 
Singapore 
Companies Act 
M&AA 
Shareholders 
Agreement
COMPLIANCE BIG 3S – 
INTERNAL MANAGEMENT 
www.futurebooks.com 
Shareholders 
Directors 
Officers / 
Company 
Secretary
COMPLIANCE 
HEALTH CHECK 
Current shareholders 
Current directors 
Company secretary 
The agreements in place: 
• Founders Agreement 
• Memorandum and Articles of Association 
• Shareholders Agreement 
Company Secretarial records are up to 
date 
www.futurebooks.com
COMPLIANCE RECORDS 
STARTUPS MUST HAVE - 1 
Copy of the Notice confirming 
Incorporation 
Copy of the latest Memorandum and 
Articles of Association (M&AA) 
Copy of physical Share Certificates 
Common seal 
www.futurebooks.com
COMPLIANCE RECORDS 
STARTUPS MUST HAVE - 2 
Copy of Directors Resolution/s 
Copy of Members Resolution/s 
Copy of all the Accounting and Corporate 
Regulatory Authority (ACRA) filings 
Copies of all the Financial Statements 
prepared and signed 
Company’s registers - directors and 
officers, members, share allotment, 
share transfer 
www.futurebooks.com
WHY COMPLIANCE RECORDS 
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 
www.futurebooks.com
COMPLIANCE DUE 
DILIGENCE & RESCUE 
www.futurebooks.com 
Compliance 
health 
Due 
diligence 
Secretarial 
rescue
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 
www.futurebooks.com
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 
www.futurebooks.com
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 
www.futurebooks.com
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 
www.futurebooks.com
WHEN DO YOU NEED 
COMPLIANCE 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 
www.futurebooks.com
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 
www.futurebooks.com
ACCOUNTING 
RECORDS
WHAT INVESTOR 
LOOKS AT 
Now - Accurate financial records from the 
date of incorporation till today: 
Income Statement (Profit & Loss) 
Balance Sheet 
Cash Flow Statement 
Moving forward - Financial plans: 
Forecast 
www.futurebooks.com
WHEN YOU NEED 
BOOKKEEPING RESCUE 
Income looks negative! 
Undeposited funds 
Bank statement balance does not match 
your bookkeeping records 
You just haven’t started proper 
bookkeeping yet 
www.futurebooks.com
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 
www.futurebooks.com
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 
www.futurebooks.com
LET’S TALK 
@futureb00ks 
inquiry@futurebooks.com 
www.futurebooks.com
TERMS OF USE 
Restrictions on Use of Contents 
1. Except as otherwise provided, the Contents of this 
Document shall not be reproduced, republished, uploaded, 
posted, transmitted or otherwise distributed in any way, 
without the prior permission of FUTUREBOOKS 
SINGAPORE PTE LTD. To use any parts of the Contents 
of this Document, the user must seek permission in writing, 
stating the c Contents for use; intent of use; manner of 
use; time frame of use and identity of the user. 
FUTUREBOOKS SINGAPORE PTE LTD reserves the right 
to refuse permission without declaring reason(s); and/or if 
information submitted by user is deemed insufficient. 
2. You may view, download and print the Contents if: 
(a) the Contents are used for non-commercial or personal 
use only and will not be copied or posted on any network 
computer or broadcast in any media, and 
(b) no alterations, additions or modifications of the 
Contents are made in any way 
(c) due acknowledgement is given to “FUTUREBOOKS 
SINGAPORE PTE LTD” and citing the sources for the 
relevant data extracted. 
3. Modification of any of the Contents or use of the 
Contents for any other purpose will be a violation of 
FUTUREBOOKS SINGAPORE PTE LTD ‘s copyright and 
other intellectual property rights. Graphics and images on 
this Document are protected by copyright and may not be 
www.futurebooks.com 
reproduced or appropriated in any manner without written 
permission of FUTUREBOOKS SINGAPORE PTE LTD. 
4. Any request to otherwise reproduce the Contents from 
this Web Site for publication or commercial use should be 
addressed to: info@futurebooks.com.sg. 
Disclaimer of Warranties and Liability 
5. The Contents of this Document are provided on an “as 
is” basis without warranties of any kind. To the fullest 
extent permitted by law, FUTUREBOOKS SINGAPORE 
PTE LTD does not warrant and hereby disclaims any 
warranty: 
(a) as to the accuracy, correctness, reliability, timeliness, 
non-infringement, title, merchantability or fitness for any 
particular purpose of the Contents of this Document; 
(b) that the Contents available through this Document or 
any functions associated therewith will be uninterrupted or 
error-free, or that defects will be corrected or that this 
Document and the server is and will be free of all viruses 
and/or other harmful elements. 
6. FUTUREBOOKS SINGAPORE PTE LTD shall also not 
be liable for any damage or loss of any kind caused as a 
result (direct or indirect) of the use of the Document, 
including but not limited to any damage or loss suffered as 
a result of reliance on the Contents contained in or 
available from the Document.

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Investor coming: Rescue needed. SOS

  • 1. Prepared for The HUB Singapore August 28, 2014 INVESTOR COMING: RESCUE NEEDED. SOS
  • 2. LAUNCH YOUR BIG IDEA www.futurebooks.com
  • 3. WHAT WE WILL COVER 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 www.futurebooks.com
  • 5. WHAT INVESTOR LOOKS AT 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 www.futurebooks.com
  • 7. COMPLIANCE BIG 3S www.futurebooks.com Singapore Companies Act M&AA Shareholders Agreement
  • 8. COMPLIANCE BIG 3S – INTERNAL MANAGEMENT www.futurebooks.com Shareholders Directors Officers / Company Secretary
  • 9. COMPLIANCE HEALTH CHECK Current shareholders Current directors Company secretary The agreements in place: • Founders Agreement • Memorandum and Articles of Association • Shareholders Agreement Company Secretarial records are up to date www.futurebooks.com
  • 10. COMPLIANCE RECORDS STARTUPS MUST HAVE - 1 Copy of the Notice confirming Incorporation Copy of the latest Memorandum and Articles of Association (M&AA) Copy of physical Share Certificates Common seal www.futurebooks.com
  • 11. COMPLIANCE RECORDS STARTUPS MUST HAVE - 2 Copy of Directors Resolution/s Copy of Members Resolution/s Copy of all the Accounting and Corporate Regulatory Authority (ACRA) filings Copies of all the Financial Statements prepared and signed Company’s registers - directors and officers, members, share allotment, share transfer www.futurebooks.com
  • 12. WHY COMPLIANCE RECORDS 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 www.futurebooks.com
  • 13. COMPLIANCE DUE DILIGENCE & RESCUE www.futurebooks.com Compliance health Due diligence Secretarial rescue
  • 14. 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 www.futurebooks.com
  • 15. 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 www.futurebooks.com
  • 16. 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 www.futurebooks.com
  • 17. 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 www.futurebooks.com
  • 18. WHEN DO YOU NEED COMPLIANCE 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 www.futurebooks.com
  • 19. 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 www.futurebooks.com
  • 21. WHAT INVESTOR LOOKS AT Now - Accurate financial records from the date of incorporation till today: Income Statement (Profit & Loss) Balance Sheet Cash Flow Statement Moving forward - Financial plans: Forecast www.futurebooks.com
  • 22. WHEN YOU NEED BOOKKEEPING RESCUE Income looks negative! Undeposited funds Bank statement balance does not match your bookkeeping records You just haven’t started proper bookkeeping yet www.futurebooks.com
  • 23. 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 www.futurebooks.com
  • 24. 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 www.futurebooks.com
  • 25. LET’S TALK @futureb00ks inquiry@futurebooks.com www.futurebooks.com
  • 26. TERMS OF USE Restrictions on Use of Contents 1. Except as otherwise provided, the Contents of this Document shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of FUTUREBOOKS SINGAPORE PTE LTD. To use any parts of the Contents of this Document, the user must seek permission in writing, stating the c Contents for use; intent of use; manner of use; time frame of use and identity of the user. FUTUREBOOKS SINGAPORE PTE LTD reserves the right to refuse permission without declaring reason(s); and/or if information submitted by user is deemed insufficient. 2. You may view, download and print the Contents if: (a) the Contents are used for non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (b) no alterations, additions or modifications of the Contents are made in any way (c) due acknowledgement is given to “FUTUREBOOKS SINGAPORE PTE LTD” and citing the sources for the relevant data extracted. 3. Modification of any of the Contents or use of the Contents for any other purpose will be a violation of FUTUREBOOKS SINGAPORE PTE LTD ‘s copyright and other intellectual property rights. Graphics and images on this Document are protected by copyright and may not be www.futurebooks.com reproduced or appropriated in any manner without written permission of FUTUREBOOKS SINGAPORE PTE LTD. 4. Any request to otherwise reproduce the Contents from this Web Site for publication or commercial use should be addressed to: info@futurebooks.com.sg. Disclaimer of Warranties and Liability 5. The Contents of this Document are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, FUTUREBOOKS SINGAPORE PTE LTD does not warrant and hereby disclaims any warranty: (a) as to the accuracy, correctness, reliability, timeliness, non-infringement, title, merchantability or fitness for any particular purpose of the Contents of this Document; (b) that the Contents available through this Document or any functions associated therewith will be uninterrupted or error-free, or that defects will be corrected or that this Document and the server is and will be free of all viruses and/or other harmful elements. 6. FUTUREBOOKS SINGAPORE PTE LTD shall also not be liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the Document, including but not limited to any damage or loss suffered as a result of reliance on the Contents contained in or available from the Document.

Editor's Notes

  1. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  2. Who is a Company Secretary? A professional with through knowledge of the various Compliances a Company will need to comply with (from Start to end) Co Sec service providers Price war Is pricing the only criteria? (let me share with you 5 most important criteria)
  3. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  4. Who is a Company Secretary? A professional with through knowledge of the various Compliances a Company will need to comply with (from Start to end) Co Sec service providers Price war Is pricing the only criteria? (let me share with you 5 most important criteria)
  5. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  6. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  7. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  8. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  9. We can show Balance Sheet.
  10. We can show Balance Sheet.
  11. We can show Balance Sheet.
  12. When you start talking to a Co Sec, you may come across a few of there technical jargons. Let me help you familiarize with certain jargons the Company Secretary uses in his/ her daily correspondences
  13. What is the role of a Company Sec? Who can Act Are there any give away to find a good Company secretary? What are the Important dates/ event a Business owner will need to comply with Informing ACRA of the changes in the Business structure
  14. We can show Balance Sheet.
  15. We can show Balance Sheet.