Viewpoints from Kaizen
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 […]
SEYCHELLES – AN ALTERNATIVE CHINA INVESTMENT GATEWAY
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 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 […]
SAMOA INTERNATIONAL COMPANIES AMENDMENT ACT 2014
SAMOA UPDATE – SAMOA INTERNATIONAL COMPANIES AMENDMENT ACT 2014 (“Amendment Act”) The Amendment Act regarding abolition of bearer shares and accounting records keeping for Samoa International Companies (the International Companies? was enacted in 7 April 2014. The main amendments to the International Companies are as follows: – 1. Section 39 – Bearer shares and share warrants A memorandum of a grandfather bearer share company is deemed to be amended with effect from 27 January 2014 to state that the company is not authorized to issue bearer shares or share warrants to bearer, convert registered shares; and with effect from that date, the company shall cease to be a bearer share company. 2. Section 39A – Transitional provisions Any bearer shares or share warrants that have been issued by an international company to bearer prior to 27 January 2014 shall continue for a period of 12 months from the commencement of […]
Samoa Company Registration Fees and Registration Procedures (Readymade Company)
1. Samoa Company Registration Costs Our fees together with the first-year maintenance fee for a Samoa readymade (shelf) company are USD1,050 excluding delivery fee. In particular, our fees cover: (1) first year license fee (2) first year registered agent fee and year registered office fee (3) first year nominee company secretary fee (4) One complete company kit including the corporate documents and company seal (5) our incorporation service charges An extra USD200 will be charged if the shelf company chosen comes with a Chinese name. 2. Documents to be provided by client for the purpose of incorporation (1) Photocopy of passport of each of the shareholder and director (2) Residential address with proof, such as utility bills, telephone bills of each shareholder and director (3) Proposed name of the company (4) Amount of share capital (unless otherwise advised, all company will be incorporated with a standard share capital of USD1,000,000) […]
Samoa Company Registration Fees and Registration Procedures (Custom Made Company)
1. Samoa Company Registration Fee Our services for handling the registration of a new Samoa international company together with the first-year maintenance fee are USD1,050 excluding delivery fee. In particular, the fee covers: (1) first year license fee (2) first year registered agent fee and year registered office fee (3) first year nominee company secretary (4) one complete company kit (5) our incorporation service charges An extra USD150 will be charged for addition of Chinese company name. 2. Documents to be provided by client for incorporation (1) Photocopy of passport of each of the shareholder and director (2) Residential address with proof, such as utility bills, telephone bills (3) Proposed name of the company (4) A brief description of the principal business activities of the proposed Samoa company (5) Amount of share capital (unless otherwise advised, all company will be incorporated with a standard share capital of USD1,000,000) and percentage […]
Establishing an RO or a WFOE
To set up a representative office (RO) in China used to be a common way for foreign investors that intend to enter into China. The main reason is that an RO is easy to establish. However, China has imposed more registration restrictions and tougher tax rules on ROs since 2010. The establishment and maintenance of ROs have been restricted and discouraged. And it is becoming much more expensive from a tax point of view. On the other hand, the establishment of wholly foreign owned enterprises (WFOEs) have become much simpler and more straightforward. Foreign investors may consider setting up a service type WFOE rather than an RO now. The main reasons are follows: 1. Scope of Business The biggest disadvantage with ROs is that they are not allowed to engage in any profit making activities except for those activities which China has agreed on in international agreements or treaties. An […]