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,