What's a corporation or an offshore company?
What are Articles of Incorporation or
Memorandum of Association?
What are by-laws or Articles of Association?
What's standard share structure of an
offshore company or corporation?
What is bearer share?
What is the minimum number of director and shareholder
in a company?
What documents are required for incorporation?
When should the fees be paid and by what
method?
When is the appropriate time for bank account opening if subscribing
the Bank Kit Services?
Frequently Asked Questions - Incorporation
Matters
Frequently Asked Questions -
Going Offshore
Frequently Asked Questions -
Annual Maintenance
What's a corporation or an offshore company?
A corporation or an offshore company is an entity recognised
by law as a separate "person" with limited
liability. It has the same right as a natural person
to sell shares, own assets, right to sue and be sued,
and has perpetual existence.
What are Articles of Incorporation or Memorandum
of Association?
The Articles of Incorporation is the documents which
establishes the corporation and contains basic clauses
such as the name of the corporation or the company,
share structure, object or purpose of the corporation
or the company. It is similar to the "Memorandum
of Association" in other jurisdictions.
What are by-laws or Articles of Association?
The by-laws, similar to the "Articles of Association"
in other jurisdictions, are rules of the corporation
or the company among itself, the shareholders (or owners)
and the officers (including the directors). They are
adopted by the Board of Directors initially and the
Board may adopt and amend it afterwards. In general,
the by-laws of a Non-Resident Domestic Corporation "NRDC"
of the Republic of Marshall Islands are more flexible
and are maintained by the corporation or the company
internally, but may be publicly filed if requested.
For the Articles of Association as that in BVI or Hong
Kong companies, they are filed at the same time with
the Memorandum of Association and hence, any amendments
to the Memorandum and Articles of Association ("M&As")
are required to be filed with the Registrar.
What's standard share structure of an offshore company
or corporation?
Marshall Islands:- the share structure of a standard
formation is 500 registered and/or bearer shares of
no par value or up to US$50,000 worth of par value stock.
Authorized share capital above US$50,000 will incur
a capitalization tax.
Hong Kong:- it is HK$10,000 divided into 10,000 shares
of HK$1 each. There is no bearer share structure for
a Hong Kong private limited company. Authorized share
capital above HK$10,000 will incur additional government
fees.
Belize:- it is US$50,000 divided into 50,000 shares
of US$1 each. Bearer share is allowed. Authorized share
capital above US$50,000 will incur additional fees.
Mauritius:- it is US$100,000 divided into 100,000 shares
of US$1 each.
Western Samoa:- it is US$1M (or US$5M) divided into
1,000,000 (or 5,000,000) shares of US$1 each.
BVI or others:- it is US$50,000 divided into 50,000
shares of US$1 each. Authorized share capital above
US$50,000 will incur additional fees. For BVI company,
bearer share is allowed but subject to safe custody
rules and additonal fees are incurred.
What is bearer share?
Bearer share certificate does not indicate the name
of the owner and owner's name is not recorded in a share
register. The person having physical possession of the
share certificate is the owner. But corporation or company
holding bearer shares may be barred from opening bank
accounts in Hong Kong.
What is the minimum number of director and shareholder
in a company?
Thre is a minimum of ONE director & ONE shareholder
in a company. He/She may be the same person. There is
no residentship requirements and corporate director
or shareholder is allowed. For a Hong Kong private limited
company, the secretary is required to be a Hong Kong
resident and for other offshore company or corporation,
local resident registered agent is required.
What documents are required for incorporation?
It includes passport copy of each director/shareholder,
respective residential address proof and respective
reference letter. (
Click here for
more details)
When should the fees be paid and by what method?
The fees are required to be paid in FULL before the
incorporation process could be commenced. At the moment,
overseas client is required to wire transfer to our
bank account (Hong Kong client is required to make cash
deposit or by local transfer, NO cash is received by
our office) (
click here for details).
We DO NOT accept credit card payment at the moment.
When is the appropriate time for bank account opening if subscribing
the Bank Kit Services?
After the corporation or company is incorporated, we
will prepare documents for director & shareholder
registration. After the registration documents are signed
and returned, we will update the records and prepare
the Bank Kit Set. The whole registration process is
complete and all final documents (together with the
Bank Kit Set) will be despatched to client. At this
time, client may schedule to visit Hong Kong for bank
account opening (but client is normally required to
prepare business plan or collect business proof for
bank account opening). If required, client may select
our bank attendance services so our staff may attend
the bank meeting during the bank account opening process.
If for any reasons client omits to bring along some
documents, he/she may send these to our office and we
will follow-up with the bank.
Our aim is to provide a comprehensive service to our
clients in offshore operations. If you find above helpful,
please free to contact us.
