Company Formations: a Jurisdictional Guide to Setting up a Business

Total Page:16

File Type:pdf, Size:1020Kb

Company Formations: a Jurisdictional Guide to Setting up a Business Company Formations: A jurisdictional guide to setting up a business IR Global members collaborate together to provide their jurisdiction-specific perspectives on Company Formations, the laws and regulations they might encounter, the due diligence that will be required and the best structures to use. Company Formations: A jurisdictional guide to setting up a business IR Global - The Future of Professional Services IR Global was founded in 2010 and has grown to become Businesses today require more than just a traditional lawyer the largest practice area exclusive network of advisors in or accountant. IR Global is at the forefront of this transition, the world, in just a few years. This incredible success story with members providing strategic support and working has seen the network awarded Band 1 status by Chamber closely alongside management teams to help realise their & Partners, featured in Legal 500 and in publications such vision. We believe the archaic ‘professional service firm’ as The Financial Times, Lawyer 360 and Practical Law, model is dying due to it being insular, expensive and slow. among many others. In IR Global, forward-thinking clients now have a credible alternative, which is open, cost effective and flexible. The group’s founding philosophy is based on bringing the best of the advisory community into a sharing economy; a system, which is ethical, sustainable and provides signifi- cant added value to the client. Our Founding Philosophies Multi-Disciplinary Co-Operative Leadership We work alongside legal, accountancy, financial, corpo- In contrast to authoritarian or directive leadership, our rate finance, transaction support and business intelligence group puts teamwork and self-organisation in the centre. firms, ensuring we can offer complete solutions tailored to The group has steering committees for 12 practice area the client’s requirements. and regional working groups who focus on network devel- opment, quality controls and increasing client value. Niche Expertise In today’s marketplace, both local knowledge and specific Ethical Approach practice area / sector expertise is needed. We select just It is our responsibility to utilise our business network and one firm, per jurisdiction, per practice area ensuring the influence to instigate positive social change. IR founded very best experts are on hand to assist. Sinchi a non-profit that focuses on the preservation of indigenous culture and knowledge and works with different Vetting Process indigenous communities / tribes around the world. Criteria is based on both quality of the firm and the charac- ter of the individuals within. It’s key that all of our members Strategic Partners share a common vision towards mutual success. Strength comes via our extended network, if we feel a client’s need is better handled by someone else, we are Personal Contact able to call on the assistance of our partners. First priority The best relationships are built on trust and we take great is to always ensure the client has the right representation efforts to bring our members together via regular events whether that be with a member of IR or someone else. and networking activities. The friendships formed are highly valuable to the members and ensure client referrals are handled with great care. Rachel Finch IR Global - Channel Sales Manager [email protected] irglobal.com | page 3 Contributors Robert Bron Netherlands .....................................................8 Anne Brady Ireland .............................................................10 Dr. Antonio Ghaleb Qatar ..................................................12 Cees Jan Quirijns Switzerland ..........................................14 Neelam Rangwala India .....................................................16 Roland Jones Barbados ....................................................18 Dr. Csongor Buzády Hungary ...........................................20 Eric Kunkel US - Oklahoma ...............................................22 Kaitlin Flinn US - Oklahoma ..............................................22 Glenn Harrigan BVI .............................................................24 Yves Lecot Belgium ............................................................26 Wolfgang Hohl Germany ....................................................28 Richard Ashby New Zealand .............................................30 Christophe Gammal Luxembourg ....................................32 Trista Wu Taiwan ..................................................................34 Sean Chen Taiwan ..............................................................34 Luis Santine Dutch Caribbean ..........................................36 Joanna Bogdańska Poland ...............................................38 Paul Beare England ............................................................40 Nick Kelly Isle of Man .........................................................42 Alex Stolarsky Russia.........................................................44 Todd Skinner US - Arizona ................................................46 Andreas Georgiou Cyprus .................................................48 Frédéric Meunier France ...................................................50 Emmanuel Rosec France ...................................................50 Andrea Vasilova Slovakia ...................................................52 Dunstan Magro Malta .........................................................54 Company Formations: A jurisdictional guide to setting up a business FOREWORD BY EDITOR, NICK YATES Company Formations: A jurisdictional guide to setting up a business Multinational corporations require a range of different foundations or trusts and their effectiveness will differ structures in order to maintain a global presence. These depending on use. In most cases the ideal location for a structures can be used for different purposes, whether it is holding structure will be tax efficient, but also subject to developing a trading operation in a country, or establishing a strong, internationally-recognised, regulatory framework a holding structure for wider business interests in a region. in line with Organisation for Economic Cooperation and Development (OECD) standards. Before taking the plunge and forming a company, there are a number of important considerations to take into account, One area that touches all forms of company formation is in order to find the right structure with the right flexibility compliance around anti-money laundering and know your for your needs. customer (KYC) regulation. The OECD has set global standards on this, that all reputable jurisdictions adhere Initially you must consider the incentives available for set- to. The Financial Action Task Force (FATF) advocates a ting up a new operation in a country. This includes things risk-based approach to KYC, suggesting that resources like enterprise zones and tax breaks. Many countries will are allocated so that the greatest risks receive the highest make it attractive for foreign investors to establish in their attention. Businesses that do not cooperate fully on this, country, subject to certain conditions such as investment with regard to ultimate beneficial ownership (UBO), are in underdeveloped regions. Double taxation treaties can likely to find it harder to establish companies in the jurisdic- also be important to reduce withholding and corporation tions they want to operate in. They will also find it difficult, tax, while ensuring profits are not taxed twice. if not impossible, to open bank accounts, since banks are Once you have established these parameters, then it is subject to some of the strictest compliance procedures time to choose the type of structure required to meet your around. needs. Issues such as speed of formation, disclosure and The upshot is that establishing a presence in another compliance are critical to making sure the company form jurisdiction can be a very difficult and complex procedure, is fit for purpose. that requires the advice of a professional ‘on the ground’. If you are testing the market in a certain jurisdiction, you Attempting the process without help, will likely result in may decide that a branch office of an existing operation inefficiency and even failure. will suffice. If a more permanent establishment is required, The following brochure features jurisdiction-specific advice then a limited company or partnership may be a better from 24 firms with expertise in company formations. They fit. Each will have different requirements around start-up guide you through the various formation vehicles available capital, registration documentation and ownership. in their jurisdictions, and offer advice on regulatory hur- As an example, limited companies will usually require dles you need to be aware of, or opportunities you may directors, shareholders and articles of association to be find useful. They also discuss various KYC compliance drawn up, while branches don’t have those stipulations. In regulations, describing the best ways to streamline these some jurisdictions, such as Qatar and other Gulf states, onerous obligations. there is a restriction on how many shares a foreign national can own. This means thought must go into finding a local partner to act as an investor. If a holding structure is required for managing wealth or trading operations in a region, then international business centres with favourable rates of taxation are usually most attractive. These structures can be limited companies,
Recommended publications
  • Company Formation Information
    Company Formation Information THE UK COMPANY What our Clients say ADVANTAGES OF ADVANTAGES OF USING “Just to confirm receipt of the pack in INCORPORATION YORK PLACE the above and to thank you for your prompt and efficient service; a service Limited liability for members Experts in company formation with which I would have no hesitation in (shareholders) many years experience, and managed using again or recommending.” by Chartered Secretaries Perpetual succession as companies “I can’t thank you enough for all that carry on even though directors/ Articles of association settled you do!” members leave by leading lawyers and guaranteed to be compliant with the “Thanks, that’s excellent news! You The company name is unique and Companies Act 2006 should see the size of the smile on my therefore protected face! I’d been worried that name would State-of-the-art systems for get pulled out from underneath me There is a governing structure set out fast electronic incorporation with somehow, so having it all confirmed in the Articles of Association most companies incorporated in really is very, very good news!” 1–2 days with a guaranteed Share capital can be created with sameday option available “Thank you for your help, your expert varying rights to facilitate investment advice, and for the speed of service. You Multiple share class companies have helped make something that was It is possible to create a floating incorporated electronically proving more complicated than I’d have charge over the company assets liked into something really quite simple. Readymade companies are available Registered UK company costs are Thanks again.” amongst the lowest in the world and A range of products to suit all “All credit to you guys for not charging no audit required if turnover is below requirements and budgets minimum limit for the extra work you did on this.
    [Show full text]
  • Company Formation in Argentina
    COMPANY FORMATION IN ARGENTINA MAIN FORMS OF COMPANY/BUSINESS IN ARGENTINA According to the law there are six types of companies that, at the moment of setting up a business in Argentina, can be established in the country: • Sociedad Anónima (SA), which is tantamount of the British private companies limited by shares. • Sociedad de Responsabilidad Limitada (SRL), is a private company limited by guarantee. It limits the liability of its members up to their capital contribution in the company. The equity is divided into equal stakes (can’t be called “shares”), each one of which represents a percentage of the company and that can’t be traded on the stock exchange. Their bylaws are regulated by law N° 19550[15] and the commercial partnership is limited to a maximum of 50 partners. • Sociedad en Comandita Simple (SCS), which are partnerships limited by guarantee. A limited partnership (LP) is a form of partnership similar to a general partnership, except that where a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. • Sociedad en Comandita por Acciones (SCA), partnerships limited by shares. • Sociedad en Nombre Colectivo (SNC), in which all the members share risks and capitals on unlimited basis. • Sociedad de Capital e Industria (SCeI) • Sociedad del Estado (SE), is a legal entity that undertakes commercial activities on behalf of an owner government. • Sociedad de Garantía Recíproca (SGR) • Sociedad Cooperativa (SC), free associations of members with a common social, economic and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise (cooperative).
    [Show full text]
  • Companies Act Discussion Paper
    PROPOSALS FOR AMENDMENTS TO THE NOVA SCOTIA COMPANIES ACT A DISCUSSION PAPER 2005 Prepared for Service Nova Scotia and Municipal Relations by COX HANSON O'REILLY MATHESON Crown copyright © 2005, Province of Nova Scotia, all rights reserved. TABLE OF CONTENTS 1. INTRODUCTION........................................................................................................- 1 - 2. SUMMARY OF RECOMMENDATIONS..............................................................................- 4 - A. The Role of the Court in Amalgamations and Fundamental Changes of ULCs (Chapter 3) ........................................................................................................ - 4 - B. The Role of the Court in Reductions of Capital (Chapter 4) ................................ - 5 - C. The Role of the Court in the Restoration of Struck-Off Companies (Chapter 5)..... - 7 - D. The Role of the Court in The Alteration of the Memorandum of Association (Chapter 6) - 8 - Recommendation .............................................................................................. - 9 - E. Financing Share Purchases (Chapter 7) ............................................................... - 9 - F. Capital of Continuing Companies (Chapter 8)..................................................... - 9 - G. Authorized Capital Limits (Chapter 9)............................................................... - 10 - H. Special Resolutions and Shareholders' and Directors' Meetings (Chapter 10) .... - 12 - I. Documents to be available at the Registered
    [Show full text]
  • SWEDEN Company Formation Fact Sheet
    DISCLAIMER: The contents of this text do not constitute legal advice and are not meant to be complete or exhaustive. Although Warwick Legal Network tries to ensure the information is accurate and up-to-date, all users should seek legal advice before taking or refraining from taking any action. Neither Warwick Legal Network nor its members are liable or accept liability for any loss which may arise from possible errors in the text or from the reliance on information contained in this text. Company formation Fact Sheet – Sweden (per November 2012) Types of company The main form of company with limited liability is; Limited company (sw: Aktiebolag). The limited company may be private or public. There are other forms of business enterprises, such as Trading Partnership (sw: handelsbolag), Limited partnership (sw: kommanditoblag) and Economic Association (sw: ekonomisk förening), but only the Limited Company will be described in this text. Formation Memorandum of association including, among others, requirements - the articles of association, and - certain info regarding the members of the board of directors (one of the first tasks for the board is to prepare the share register), and (if applicable) auditor, deputy members etcetera. Bank certificate, containing information on the amount paid for the shares (special rules apply for certain situations, e.g. if payment of the share capital is made by contribution in kind); and Application for registration Shareholders and The share capital must be, capital minimum 50.000 Swedish kronor for private limited companies, and minimum 500.000 Swedish kronor for public limited companies. Duration of procedure Usually about 2 weeks (from the arrival of the application, at the Swedish Companies Registration Office).
    [Show full text]
  • Companies Act
    CAYMAN ISLANDS COMPANIES ACT (2021 Revision) Supplement No. 8 published with Legislation Gazette No. 4 of 12th January, 2021. PUBLISHING DETAILS Cap. 22 [Law 3 of 1961 and 12 of 1962] of the 1963 Revised Edition of the Laws consolidated with Laws 12 of 1962, 9 of 1966, 1 of 1971, 7 of 1973, 24 of 1974, 25 of 1975, 19 of 1977, 16 of 1978, 6 of 1980, 21 of 1981, 34 of 1983, 2 of 1984, 22 of 1984, 15 of 1985, 38 of 1985, 24 of 1987, 14 of 1988, 14 of 1989, 10 of 1990, 3 of 1991, 23 of 1991 (part), 11 of 1992, 3 of 1993, 23 of 1993, 33 of 1993, 2 of 1994, 8 of 1994, 14 of 1996, 26 of 1997, 4 of 1998, 6 of 1998, 20 of 1998 (part), 5 of 1999, 7 of 2000 (part), 5 of 2001, 10 of 2001, 29 of 2001, 46 of 2001, 22 of 2002, 26 of 2002, 28 of 2003, 13 of 2006, 15 of 2007, 12 of 2009, 33 of 2009, 37 of 2010, 16 of 2011, 29 of 2011, 6 of 2012, 14 of 2012, 29 of 2012, 1 of 2013, 6 of 2013, 14 of 2015, 3 of 2016, 2 of 2017, 42 of 2017, 37 of 2018, 46 of 2018, 10 of 2019, 56 of 2020 and the Companies (Amendment of Schedule) Order, 2011, Schedule 4 of the Companies Law Departmental Notice, 2015 and Schedule 4 of the Companies Law Departmental Notice, 2017. Revised under the authority of the Law Revision Act (2020 Revision).
    [Show full text]
  • Company Formation Instruction Form
    COMPANY FORMATION INSTRUCTION FORM Please complete all sections. COMPANY TYPE Same Day Service* (please also state the company type) Private Limited Company Limited Liability Partnership Company Type Limited by Guarantee Limited by Guarantee Exempt Under Section 60 Flat / Estate Management Company (special objects) Public Limited Company *For the Same Day Service, all completed details including any necessary supporting data must be sent to us by 2:30pm. This will ensure all data is submitted before Companies House’s deadline of 3pm. Companies are processed before close of business of the same day. Items marked N/A are currently unavailable. We constantly strive to improve our portfolio and it is always a good idea to ensure you have the very latest version of our instruction form. COMPANY DETAILS Company Name SIC Code SIC (Standard Industry Classification). If not provided by you, we will use code: (82990 - Other business support service activities not elsewhere classified) Registered Office Address APPOINTMENT Please complete all personal names in full. Do not use initials and please remember to check that the names match the ID provided. For multiple appointments please copy the Appointments table below adding it to a new page and please remember to complete all relevant sections. APPOINTMENT Appointment Type (tick all that apply) Director / Member (LLP’s) Secretary Subscriber / Shareholder PSC CORPORATE BODY / COMPANY APPOINTMENT (if applicable) Please complete this section if the appointment is a corporate body / company. Include
    [Show full text]
  • Doing Business in the United States
    Doing Business in the United States A Guidebook for Foreign Companies Operating in the United States K&L GATES LLP DOING BUSINESS IN THE UNITED STATES A GUIDEBOOK FOR FOREIGN COMPANIES OPERATING IN THE UNITED STATES Table of Contents Chapter Page 1. Introduction......................................................................................................................................... 1 a. Introduction .................................................................................................................................. 1 b. K&L Gates International Practice............................................................................................... 1 2. Operations in the United States ...................................................................................................... 2 a. Business Climate .......................................................................................................................... 2 b. Trade Agencies and Organizations ........................................................................................... 2 c. Legal Environment....................................................................................................................... 2 d. Cultural Differences..................................................................................................................... 4 e. Relocation Incentives................................................................................................................... 6 3. Entity Selection..................................................................................................................................
    [Show full text]
  • Harmonization of Company Law in the European Economic Community Hugh J
    Hastings Law Journal Volume 20 | Issue 1 Article 2 1-1968 Harmonization of Company Law in the European Economic Community Hugh J. Ault Follow this and additional works at: https://repository.uchastings.edu/hastings_law_journal Part of the Law Commons Recommended Citation Hugh J. Ault, Harmonization of Company Law in the European Economic Community, 20 Hastings L.J. 77 (1968). Available at: https://repository.uchastings.edu/hastings_law_journal/vol20/iss1/2 This Article is brought to you for free and open access by the Law Journals at UC Hastings Scholarship Repository. It has been accepted for inclusion in Hastings Law Journal by an authorized editor of UC Hastings Scholarship Repository. Harmonization Of Company Law In The European Economic Community By HuGH J. AULT* Introduction THE creation of the European Economic Community by the Treaty of Rome' has resulted in far-reaching changes in the economic life of the six Member States.2 These changes have in turn required modifications in the legal framework within which commercial ac- tivities take place. This is particularly true as to the rules in the Member States regarding company organization, operation and valid- ity, which have developed in differing legal frameworks and in- volve numerous areas of divergent substantive provisions. The necessity of adapting the existing legal order to the new economic patterns was clearly foreseen by the drafters of the Treaty of Rome. In some fields the Rome Treaty contemplates a wholly new Community law. Article 87, for example, gives law-making com- petence to the Community institutions to deal with anti-trust mat- ters. In other fields, however, the necessary legal adjustments are to be achieved by changes in the national laws of the Member States.
    [Show full text]
  • Why Form a Company?
    WHAT IS A COMPANY? A company is a voluntary association of people for a common purpose like business, charity, etc. A company’s personality is distinct from the members comprising it. Let’s imagine a company as an artificial person created by the law, but without any physical existence. It is an organized legal entity that can possess a property, sign documents and take legal actions. WHY FORM A COMPANY? ● Limit liability of the owners Members of a company are not personally responsible for the debts of the business under the company’s name. Thus, creditors cannot claim the personal assets of the members. ● Perpetual Existence A company exists independent of its members. So, if a co-owner dies or wishes to sell his share, the company would continue to exist. ● Advantages in the Income Tax Companies often have many tax advantages such as savings on self-employment taxes, deductibility of various insurances like life insurance, health insurance, etc. ● Establish Credibility Forming a company establishes credibility within the business circle. It is more prestigious and trustworthy. ● Easy to Raise Capitals It is easier to raise capital in a company through the sale of stock or by borrowing money. WHAT ARE THE CHALLENGES FACED? ● Corporation Formalities Forming a company comes with holding and documenting records, issuing shares of stock to the holders, organizing meetings of director and shareholders, etc. which needs a fair amount of management and skills. ● Recurring Expenses Along with the fees paid during the inception of the company, there are many ongoing dues, such as an annual report, franchise tax, etc.
    [Show full text]
  • Company Formation Proposal]
    Why Hong Kong Company Registration| Registered Address | Virtual office| Visa Beijing|Shanghai |Ningbo|Hangzhou| Guangzhou | Xiamen | Hong Kong | Cayman Islands [CORPORATION CHINA – COMPANY FORMATION PROPOSAL] INTRODUCTION TO CORPORATION CHINA Since its founding in 2003, Corporation China has enabled many international companies to develop strategies, setup business, and successfully penetrate the Chinese market. We act as a single point of contact for all needs and requirements for starting a business in China. Our divisions facilitate the process from beginning to end. Corporation China provides legal, financial, registration, outsourcing, Consulting and HR services to get your business started in China. Once your company is up and running, our PR department can offer marketing solutions to help you expand within the Chinese market. The vast experience and contacts we have developed exceed our competitors. That is why many of our wealthy clients and international corporations have relied on our services and now enjoy great success in China. Through the Chord Group’s divisions, we have worked with many clients from over 15 countries, including large Fortune 500 companies, as well as small to medium sized companies, through nearly 8 years of experience in the Chinese market. Corporation China brings together international professionals, local Chinese managers, and high-profile government officials to provide our clients the quality and reliable service they expect, with the speed of execution that a well-established local company provides. 2 www.corporationchina.com [CORPORATION CHINA – COMPANY FORMATION PROPOSAL] WHY HONG KONG 3 www.corporationchina.com [CORPORATION CHINA – COMPANY FORMATION PROPOSAL] WHY A HONG KONG COMPANY Registering a company in Hong Kong gives many taxation advantages.
    [Show full text]
  • Corporate Law
    DOWNLOAD Corporate Law LEGAL OVERVIEW Company Forms and Formation of Companies in Greece November 2020 www.piliosandpartners.com Company Forms and Formation of Companies in Greece This is a brief legal overview regarding For exactly these reasons, partnerships the existing company forms and the are only in exceptional cases of interest formation of companies in Greece, in- to foreign investors. Therefore we fo- cluding incorporation procedure and cus in the following on giving a few key costs required. data on capital companies. At this point it should be noted that the information on joint ventures, 1. Legal forms and general categoriza- which are also legally classified as a tion personal companies, due to their im- There is a numerus clausus of company portance especially in the construction forms, which means that founders of sector, is provided in a separate infor- companies must use one of these ex- mation sheet. isting company forms according to Greek law, additional ones cannot be created. 3. Capital companies Among the existing company forms, a There are existing three forms of capi- distinction is made between personal tal companies in Greek Corporate Law companies and capital companies. Societe Anonyme (Company Limited by shares) 2. Personal companies Private Capital Company (IKE) The most important personal compa- Limited Liability Company (EPE) nies for commercial purposes are the General Partnership (O.E.) and a. Societe Anonyme Limited Partnership (E.E.) The legal form of the Societe Anonyme In both company forms the partners (SA) is widespread in Greece and even are in the main focus. The manage- among smaller businesses a very com- ment is carried out by one or more of mon legal form.
    [Show full text]
  • Lesson : 1 Meaning, Characteristics and Types of a Company
    LESSON : 1 MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0 Objective 1.1 Introduction 1.2 Meaning of Company 1.3 Characteristics of a Company 1.4 Distinction between Company and Partnership 1.5 Types of Company 1.6 Summary 1.7 Keywords 1.8 Self Assessment Questions 1.9 Suggested Readings 1.0 OBJECTIVE After reading this lesson, you should be able to: (a) Define a company and explain its features. (b) Make a distribution between company and partnership firm. (c) Explain the various types of companies. 1.1 INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to (1) overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states that “an existing company means a company formed and registered under any of the previous companies laws”. This definition does not reveal the distinctive characteristics of a company .
    [Show full text]