Offshore Company

General Guide to Director’s Liability in Australia

General Guide to Director’s Liability in Australia When a director breaches a duty in Australia, the consequences depend on whether it is a general law duty or a statutory duty that is breached, and also what sort of remedy is being sought. A breach of a statutory duty may be so serious that a civil or even criminal penalty is imposed on the director. Summary 1. Business Judgement Rule Defence The narrow business judgment rule defence applies not only to the obligation to act cautiously, but also to the satisfaction of similar obligation in common law and in equity. The business judgment rule relates to a decision making, not only for an unintentional inaction. Therefore, the directors will need to make or avoid from making a decision. If they refrain from making a decision, that must be a considered action. The fact that all the criteria for the defence are […]

Vietnam Company Registration Procedures and Fees

 Vietnam Company Registration Procedures and Fees Unless otherwise indicated, the Vietnam Company stated in this quotation refers to a Trading (Wholesale) Company formed and incorporated in Ho Chi Minh City or Hanoi City in accordance with the Law On Investment in Vietnam. Summary Our fees for the establishment of a Trading (wholesale) company in Vietnam Ho Chi Minh City or Hanoi City is USD 8,500. The fees quoted included Kaizen service fees, Vietnam registered address for one year, the local agent service fee for one year and the official registration fee. In short, this quotation included all the costs necessary to set up a company in Vietnam. For details, please refer to Section 1 of this quotation. For the incorporation of a Vietnam Company, client shall provide the identification documents and address proof of each shareholder and director, the proposed registered capital, the capital allocation of shareholders (if more than […]

A Comparison between the International Business Company and the Special License Company in Seychelles

With two offshore company types available in Seychelles, this is a very important question. Here are some general considerations. By no means they represent the final and absolute recommendation but may prove useful as a general guideline. Special License Company (CSL) The CSL would be the preferred choice for clients planning business transactions with counterparties who are located in high-tax countries with an intrusive regulatory environment. In such countries, fiscal countermeasures are possible against the traditional zero-tax companies (IBCs), but are less likely against low-tax companies (CSLs). On the same note, if the business circumstances require proving that the company is actually a taxpayer in its country of registration, only a Special License Company would satisfy this condition. The CSL is also the right vehicle if clients expect to utilize the benefits of the double-tax avoidance treaties, concluded by Seychelles. In perspective, a CSL is the appropriate choice when it`s […]


ARRANGEMENT OF SECTIONS No. 10 of 2003 Virgin Islands Special Trusts Act, 2003 Virgin Islands I Assent THOMAS MACAN, Governor. 17th October 2003 VIRGIN ISLANDS No. 10 of 2003 An Act to make special provision for trusts of shares in companies and for related matters, including provision for the retention by trustees of shares in a company irrespective of the financial advantages of disposal, for prohibiting trustees from intervening in the management of the company except in certain circumstances, and for the appointment and removal of directors of the company in accordance with the terms of the trust instrument. [Gazetted 6th November 2003] ENACTED by the Legislature of the Virgin Islands as follows: 1. This Act may be cited as the Virgin Islands Special Trusts Act, 2003 and shall come into force on such date as the Governor may, by Proclamation published in the Gazette, appoint. 2. (1) In this […]

The BVI Business Companies Act 2004 (“the Act”)

Introduction The New Act came into force on January 1, 2005. Unlike the International Business Companies Act (IBC Act), this new act allows for the incorporation of international offshore companies as well as locally owned companies doing business in the British Virgin Islands (BVI). There is a two-year transition period during which both the IBC Act and the new Act will be in force. After the two-year period, the new Act will be the sole corporate statute for the BVI and will regulate all BVI companies. Range of Corporate Vehicles The new Act provides for flexibility and choice in the range of corporate vehicles. Seven different types of companies can be incorporated, namely; companies limited by shares, companies limited by guarantee not authorized to issue shares, companies limited by guarantee authorized to issue shares, unlimited companies authorized to issue shares, unlimited companies not authorized to issue shares, restricted purposed companies, […]

Stamp Duty on Shares of a UK Company

When you buy shares valued above ?,000 using a stock transfer form, you usually have to get the form stamped by HM Revenue & Customs (HMRC) and pay Stamp Duty. The process to follow is explained below. For shares bought electronically, or without a stock transfer form, please read the guide ‘Stamp Duty Reserve Tax’ 1. Share transfers valued at ?,000 or less If you buy stocks and shares for ?,000 or less you don’t normally have to pay any Stamp Duty. You also don’t have to tell HMRC about the transaction. All you need to do is: • make sure the exemption certificate on the back of the stock transfer form has been completed • send the stock transfer form and the share certificate to the registrar of the company you’ve bought shares in The address of the registrar is on the share certificate. The registrar will then issue […]

Shareholding Structure of an Offshore Company

Offshore companies, like onshore corporations, use shares to reflect their ownership. Shares are in essence units of internal accounting, which represent a participation of an owner in the company. Taking (or buying) a share in a company means simply that a person has agreed to invest some of his personal money, or assets, or intellectual rights or property into the company. When he does so, he acquires the right to participate in the profits of the company, in proportion to his share. In addition to the right to receive dividend, the shareholder would also usually have the right to participate in the decision-making process of the company – although this may not be the case with non-voting shares. There are a few different types of capital. Authorized share capital This is the total amount of money that the company has been allowed (by its Memorandum of Association) to cash in […]


While Hong Kong remains as the primary conduit for foreign investment into China, Seychelles is an attractive niche China investment gateway; with Seychelles companies increasingly being used as tax-efficient vehicles to hold equity investments in Chinese companies. The Seychelles / China Double Taxation Avoidance Agreement (“DTA” provides for certain China tax relief which is not available under the Hong Kong / China DTA. While the Hong Kong / China DTA caps Chinese withholding tax at 5% if the Hong Kong company owns 25% or more of a Chinese company, it only caps Chinese withholding tax at 10% if the Hong Kong company owns less than 25% of a Chinese company. In contrast, under the Seychelles / China DTA, irrespective of whether a Seychelles company holds more or less than 25% of the issued shares in a Chinese company, Chinese withholding tax on dividends is capped at 5%. Therefore, the Seychelles […]

Samoa Offshore Industry

INTRODUCTION Samoa comprises of several islands situated approximately halfway on a line drawn between Hawaii and New Zealand. Apia is its capital. The population of the islands is approximately 160,000. Originally ruled by Germany from 1889 to 1914, Samoa was subsequently administered by New Zealand until it became the first South Pacific country to gain independence in 1962. Samoa was known as Western Samoa until 1997. Samoa has a parliamentary system of Government with elections every 5 years. There are 47 members of the Legislative Assembly who elect a Prime Minister who, with an eight-member Cabinet and the Head of State make up the Executive Council. Samoa’s legal system has its foundations in English and Commonwealth statutory law. The court system comprises the Magistrates Court, the High Court, and the Court of Appeal. THE OFFSHORE INDUSTRY In 1987 and 1988 Samoa (then known as Western Samoa) passed several enactments to […]


SAMOA INTERNATIONAL COMPANIES DUE DILIGENCE – BENEFICIAL OWNERS Samoa has enacted laws to assist in the prevention of money laundering. Those laws require that background information be obtained in relation to the Company. We therefore require information on each Principal Beneficial Shareholder/Owner of the Company, meaning any person beneficially owning 10% or more of the shares in the Company. For each Principal Beneficial Shareholder of the Company we require the following information be sent to Kaizen by airmail or courier before commencement of company registration: 1. A clear certified* copy of the photograph page of their current valid passport, national identity photograph I.D. card or driver’s license that bears a photograph of the Principal Beneficial Shareholder. 2. A clear certified* copy of the residential address proof bearing the full name and full detailed residential address of the beneficial shareholder/owner. Residential address proof includes but not limited to bank statement, utility […]