Incorporation of Offshore Company

Including:

Macau Incorporation

Singapore Incorporation

China WOFE

China Representative Office

Anguilla Incorporation

Bahamas Incorporation

BVI Incorporation

Cayman Islands Incorporation

Delaware Incorporation

Marshall Islands Incorporation

Mauritius Incorporation

Samoa Incorporation

Seychelles Incorporation

Introduction

Macau was a Portugal colony. The administrative power over Macau was transferred to China in 1999 and become the Macau Special Administrative Region.
Macau is situated at the eastern Pearl River Delta. Its area is 29 square kilometers with 500 thousand populations. The Official languages are Chinese and Portuguese. Macau continues to have high autonomy in the running of its affairs under a one country, two systems concept.
In 2006, the GDP per capita of Macau was USD $28,436, which is the first time higher than that of Hong Kong and broke the history record.

Registration Procedure

There is no limitation of Foreign companies or persons on setting up company, but mostly are set up by persons.
After name search, application should be submitted to the Commerce & Vehicles Registration department. One or above qualified persons can sign the document.
The signed and notarized documents should be sent to the department to complete the application. Total processes in registration take about ten working days.

Law and Taxation

The Civil Law System is used in Macau and the Commercial Code of Macau is used for the company. Offshore companies do not need to pay taxes including profits tax and business tax.
Macau is promoting preferential tax. Properties tax can be exempted if the company purchases properties for industrial factory. If the company rent the factory, part of the property tax can be exempted.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
There should be at least one shareholder who can be a person or a corporation but not necessary a Macau citizen.
There should be at least one director in the board of directors. Director should be elected by the shareholders. Unless specified in the company constitutions, there is no limitation on the term in office.

Local Infrastructure

Macau is still one of the most open economic systems in the world.

Fees and Penalty

Introduction

Singapore is located on the southern tip of the Malaysia peninsula. Its area is 705 square kilometers with about 4.4 millions populations.
Singapore is now a major international financial and trade centre and rivals Hong Kong as the world’s biggest container port. Singapore has a reputation for being highly regulated, however it is in reality, a carefully administered jurisdiction.

Registration Procedure

Normally it takes six to eight working days to complete registration.

Law and Taxation

Singapore has a British based legal system and corporate law operates on a common law basis.
Currently, tax on corporate profits is 20%. Singapore is a signatory to a number of double tax and investment protection treaties which provide some tax planning and security advantages. A Singapore company with external investments that are correctly structured and administered may not be liable for tax on profits generated from activities conducted outside Singapore.

Corporate Requirements

Each Singaporean company must have a local registered office which must be a physical address and not just a Post Office box.
Each company must have at least one director. Corporate director is not permitted and the director must be either a Singapore citizen, a permanent resident or an employment pass holder.
For incorporation purposes, an individual subscriber is preferred. Thereafter, the share may be held by a corporate shareholder (i.e. holding company).
Bearer shares are not permitted. Each private limited company must have a local company secretary and maintain books of account which must be audited by a local auditor. A qualified local company secretary is only required for a public company. A sole director may not act as the company secretary.
Details of the company’s directors, shareholders and secretary must be filed at the Registry of Companies and are on public record. Each year, the company must submit an annual return together with audited accounts (unless exempted). Penalties apply for late filings.

Local Infrastructure

Singapore is a sophisticated international business and financial centre and as such there are numerous domestic and global banks, stockbrokers and finance houses.
All the major international legal and accounting firms have offices in Singapore. Singapore has a stable government and a rich pool of professionals who are able to assist in all international business transactions. With an airport that serves as a regional hub for over 100 destinations, state of the art communications and a sound infrastructure, Singaporean companies are well positioned to take advantage of its many tax treaties.

Fees and Penalty

Similar to Hong Kong, annual return together with audited accounts should be submitted every year and the fees are approximate to those in Hong Kong.
Annual fee paid after annual date need to paid penalty. The penalty is ranging from USD$50- USD$300.

Introduction

China is situated in the eastern Asia. Its area is 9.60 millions square kilometers with population of 140 millions people and official language is simply Chinese. Since 1980, the economic reform greatly increases the international status of China, and now China becomes a good place to invest.

Shenzhen is a sub-provincial city of Guangdong province in southern China, located at the border with the Hong Kong Special Administrative Region. Its area is 2,050 square kilometers with over 12 millions population. In the 1980s, Special Economic Zone was established in Shenzhen as a trial of economic reform.

The development of economic in Shenzhen is then full of vitality and it is a centre of foreign investment and has been one of the fastest growing cities in the world. In the past two decades, outsiders have invested more than RMB 30 billion in Shenzhen for building factories and forming joint ventures.

Shanghai is one of the municipalities directly under the jurisdiction of the Central Government. It is situated at the Chang Jiang Delta, the southern coast of Chang Jiang River. Its area is about 6340 square kilometers with 18 millions populations. Shanghai is one of the fast growing cities in China.

It is believed that Shanghai is the commercial and financial center of China. Shanghai is the third busiest ports in the world and smaller than Hong Kong and Singapore only.

Beijing is the capital of China, one of the four municipalities in China. Its area is about 168,000 square kilometers with 15 millions populations.

Beijing is a major transportation hub, with dozens of railways, roads and expressways passing through the city. It is also the focal point of many international flights to China. Beijing is recognized as the political, educational, and cultural center of the People’s Republic of China.

Registration Procedure

It is necessary to obtain Land Registration Certificate or Rental Contract, together with Capital Verification Report, notarization and other supporting document and submit to the State Administration for Industry & Commerce. Normally it takes about four to eight weeks to complete the registration.

Law and Taxation

According to the People’s Republic of China Foreign Enterprises Law and its related law, wholly owned by foreign enterprises refer to enterprises setting up in China and they are wholly owned by foreign investors by (including investors from Hong Kong, Macau and Taiwan).

Foreign enterprises can benefit from the special policy, for example, the discount in taxation and purchasing land. However, in the may of 2007, the taxation systems in any places other then Specials Economic Zones have been combined into one single system. This means that both local and foreign enterprises having the same tax rate, 25%.

Foreign enterprises are required to pay the taxes for the profits which are gain from China only. Foreign enterprises are required to pay the taxes for the total sales amount (dividend, interest, rental, fee from chartered right or any income) which is gain from China if the foreign enterprises did not set up representative office or subsidiary.

Corporate Requirements

The concept of foreign enterprises is that most of the share must be owned by overseas persons (including Hong Kong, Macau and Taiwan).

Wholly Owned by Foreign Enterprises is a limited liability company. Either overseas corporations or natural persons (one shareholder or above) can register.

The business in China is strictly restricted. Foreign enterprises are only allowed to start the business in permitted region where it would be marked clearly in the license.

Local Infrastructure

At 11th December, 2001, China became a member of World Trade Organization and opened the market gradually. China promised that she would create a more transparent trading environment. After that, Chinese products which entering international market would have greater security. At the same time, foreign goods and products will have greater chance to develop Chinese market.

Recently, China is improving the investment environment by enhancing law system and allowing fair competition in the markets. Also, the power of decision-making in operating business is ensured in order to protect foreign investors.

The treatment for the foreign investors is becoming the same as Chinese citizens by adjusting the tariff, tax rates and charge standard.

Since 1990s, the industrial in Shanghai started to boost and consisted mainly the heavy industries, petrochemical industries, mechanical and electrical industries. Others include aerospace industries and motor vehicles industries. However, due to the continuous increase of the cost of rent and labor power, together with the change of the government policies in industries, most high pollution and labor intensive industries had moved to the rural areas or even shut down. The industrial structure in Shanghai is greatly improved and it reinforces its core competitiveness.

Beijing is one of the most important financial and commercial centers in China. The headquarters of the four major country-owned banks and some other international insurance companies are situated at there. Besides, many inspecting and monitoring organizations are situated at there too. Due to the high growing speed of the economy of China, more international are interested to set up regional headquarters n Beijing.

Fees and Penalty

Incorporation fee in Shenzhen is according to the business nature and location.

Incorporation fee in Shanghai is according to the business nature and location

Incorporation fee in Beijing is according to the business nature and location.

Apart from that, it is allowed to establish Assembling Factory and the price depends on the regions and the products.

Introduction

China is situated in the eastern Asia. Its area is 9.60 millions square kilometers with population of 140 millions people and official language is simply Chinese. Since 1980, the economic reform greatly increases the international status of China, and now China becomes a good place to invest.

Shenzhen is a sub-provincial city of Guangdong province in southern China, located at the border with the Hong Kong Special Administrative Region. Its area is 2,050 square kilometers with over 12 millions population. In the 1980s, Special Economic Zone was established in Shenzhen as a trial of economic reform.

The development of economic in Shenzhen is then full of vitality and it is a centre of foreign investment and has been one of the fastest growing cities in the world. In the past two decades, outsiders have invested more than RMB 30 billion in Shenzhen for building factories and forming joint ventures.

Shanghai is one of the municipalities directly under the jurisdiction of the Central Government. It is situated at the Chang Jiang Delta, the southern coast of Chang Jiang River. Its area is about 6340 square kilometers with 18 millions populations. Shanghai is one of the fast growing cities in China.

It is believed that Shanghai is the commercial and financial center of China. Shanghai is the third busiest ports in the world and smaller than Hong Kong and Singapore only.

Beijing is the capital of China, one of the four municipalities in China. Its area is about 168,000 square kilometers with 15 millions populations.

Beijing is a major transportation hub, with dozens of railways, roads and expressways passing through the city. It is also the focal point of many international flights to China. Beijing is recognized as the political, educational, and cultural center of the People’s Republic of China.

Registration Procedure

It is necessary to obtain Land Registration Certificate or Rental Contract, together with Capital Verification Report, notarization and other supporting document and submit to the State Administration for Industry & Commerce. Normally it takes about four to eight weeks to complete the registration.

Law and Taxation

According to the People’s Republic of China Foreign Enterprises Law and its related law, wholly owned by foreign enterprises refer to enterprises setting up in China and they are wholly owned by foreign investors by (including investors from Hong Kong, Macau and Taiwan).

Foreign enterprises can benefit from the special policy, for example, the discount in taxation and purchasing land. However, in the may of 2007, the taxation systems in any places other then Specials Economic Zones have been combined into one single system. This means that both local and foreign enterprises having the same tax rate, 25%.

Foreign enterprises are required to pay the taxes for the profits which are gain from China only. Foreign enterprises are required to pay the taxes for the total sales amount (dividend, interest, rental, fee from chartered right or any income) which is gain from China if the foreign enterprises did not set up representative office or subsidiary.

Corporate Requirements

There must be at least one Chinese citizen who is a legal person in representative offices.

Representative offices mainly conduct market researching, trading communicating and investment counseling but not participating in production activities. Invoice is not allowed to be issued by the representative offices. It has no independent properties, is not a economical individual nor a qualified legal person. It cannot benefit from the civil rights and related responsibility.

The name of representative office is usually according to the registered name in the place of registration. For example, a company named “Hong Kong Company Limited” in Hong Kong will be named as “Hong Kong Company Limited Shenzhen Representative Office” after registration in Shenzhen. However, approval is still required by the State of Administration for Industry & Commerce. The name must contain Chinese characters and it should not conflict with any existing name.

Limited by the law, representative offices cannot hire staff member directly but through local labor organization. The salary and insurance for the staff members should be paid through the organization too. At the end of December every year, detailed lists of expenses, certify by auditors, should be submitted and pay taxes of 8%-16% accordingly.

Local Infrastructure

At 11th December, 2001, China became a member of World Trade Organization and opened the market gradually. China promised that she would create a more transparent trading environment. After that, Chinese products which entering international market would have greater security. At the same time, foreign goods and products will have greater chance to develop Chinese market.

Recently, China is improving the investment environment by enhancing law system and allowing fair competition in the markets. Also, the power of decision-making in operating business is ensured in order to protect foreign investors.

The treatment for the foreign investors is becoming the same as Chinese citizens by adjusting the tariff, tax rates and charge standard.

Since 1990s, the industrial in Shanghai started to boost and consisted mainly the heavy industries, petrochemical industries, mechanical and electrical industries. Others include aerospace industries and motor vehicles industries. However, due to the continuous increase of the cost of rent and labor power, together with the change of the government policies in industries, most high pollution and labor intensive industries had moved to the rural areas or even shut down. The industrial structure in Shanghai is greatly improved and it reinforces its core competitiveness.

Beijing is one of the most important financial and commercial centers in China. The headquarters of the four major country-owned banks and some other international insurance companies are situated at there. Besides, many inspecting and monitoring organizations are situated at there too. Due to the high growing speed of the economy of China, more international are interested to set up regional headquarters n Beijing.

Fees and Penalty

Incorporation fee in Shenzhen is according to the business nature and location.

Incorporation fee in Shanghai is according to the business nature and location.

Incorporation fee in Beijing is according to the business nature and location.

Introduction

Anguilla, is a dependent British overseas territory, and is situated just over 950 kilometers north-west of Florida, eastern Caribbean, most northerly of the Leeward Islands, close to British Virgin Islands. This island of 35 square miles is home to a population of 12,000 people and was separated from St. Kitts and Nevis in 1981. The official language is English.
This island installed Anguilla Commercial On-line Registration Network (ACORN) on 1998. It is able to facilitate the incorporation of companies such as International Business Companies (IBCs) and Limited Liability Companies (LLCs) anytime in the world via their approved overseas agents

Registration Procedure

Name search is around 1 hour and can be registered at same day. Company’s License (Certificate of Incorporation) can be issued after 1 hour of application. Company secretarial documents would be registered within 5 working days.

Law and Taxation

Anguilla is a common law jurisdiction, and is governed by either the Companies Ordinance 1994 or the International Business Companies Act (amended in 1998 and 2000).
Anguilla is a neutral tax jurisdiction, with all companies registered benefiting from Anguilla’s zero-tax situation. Moreover, Anguilla does not distinguish between local and offshore companies.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
IBCs are required to have at least one director (person, company, trust or partnership). A company secretary is not mandatory, and company secretary and director can be foreigner. No. of shares can be either unlimited or nil. Share(s) be registered with either value of no par value.
Meeting can be via telephone or other electronic means that do not have to be held in Anguilla.
Although Anguilla ordinary resident companies can be used for offshore purposes, IBCs are generally more preferable over ordinary resident companies when it is not intended to carry out business in Anguilla because of their ease of formation and limited reporting requirements.

Local Infrastructure

The professional infrastructure is not straggly, with major accounting firms, numerous legal practices and banks represented on the island. Communications facilities in Anguilla are well-developed with international direct dialing, cellular connections, fax, modem, internet, and dedicated email service lines available.

Fees and Penalty

Annual fee paid before annual date and within 3-months need to paid 10% penalty. Annual fee paid 3-months after annual date and within 6-months need to paid 50% penalty. The Company would be dissolved after half year of annual date.

Introduction

Bahamas, was a dependent British overseas territory, and comprises of over 700 islands in the Caribbean Sea to the southeast of Florida. Bahamas has enjoyed a stable democratic government since independence. Area of these islands is 14 square kilometers with population of 28,000 people and official language is English.
Tourism is main industry of Bahamas, which is less than an hour by air from Miami and is directly accessible from a number of other major cities. The islands, with their tropical climate, attract millions of visitors each year.

Registration Procedure

Normally it takes about 20 working days to registration.
Shelf companies are provided and documents can be signed within ONE day after name chose. The company can be used at the same day.

Law and Taxation

The corporate law is governed by the International Business Companies (IBC) Act, which was originally introduced in 1990 and modeled on the British Virgin Islands’ (BVI) IBC Act. It was revised in 2000 and further amended in September 2001, August 2004 and October 2004. The IBC Act requires the filing of Register of Directors and Officers at the Companies Registry on public record.
In addition, the Bahamas IBC Act provides for the establishment of special purpose vehicles (SPV), such as Limited Duration Companies. The Bahamas has no tax treaties at present.

Corporate Requirements

Each Bahamas company must have a Registered Agent and Registered Office in the Bahamas, provided by a licensed service provider.
Each company must have one director and corporate directors are permitted. A copy of the Register of Directors and Officers must be filed with the Bahamas Registrar of Companies within twelve months after the appointment and the original kept at the Registered Office in the Bahamas. A notice of a change in the directors and officers must also be filed with the Registrar within twelve months after such change occurs.
The company should have at least one shareholder and bearer shares are no longer allowed. Details of the beneficial owner must be disclosed to the registered agent, but are not on public record. There are no requirements to file annual returns, accounting records or audited report.

Local Infrastructure

Given its proximity to the United States of America, it is not surprising that the Bahamas is a popular tourist destination as well as a convenient offshore financial centre. Telecommunications are excellent, with direct dialing by phone or by fax to almost every country in the world. Flying in or out of the Bahamas is also convenient.
The Bahamas is a major offshore banking centre with over 400 banks present and holding in excess of USD390 billion in deposits. There are also numerous legal and accounting firms and a substantial number of trust companies providing a wide array of services.
However, there are reports of a substantial reduction in business for the offshore services sector as a result of the new legislation. The lasting effect on the Bahamas as a competitive offshore financial centre has yet to be seen. At present, the Bahamas Companies Registry compares poorly with the BVI and Samoa for efficiency, and with the stricter compliance requirements and increased license fee, it enjoys little advantage.

Fees and Penalty

Annual fee must be paid before annual date of incorporation and annual fee is USD$800.

Introduction

The British Virgin Islands (BVI) is a group of islands in the Caribbean Sea located approximately 80 kilometers east of Puerto Rico. Area of these islands is 135 square kilometers with population of 18,000 people and official language is English. The BVI is a British Dependent Territory which became self-governing in 1967 and is a member of the British Commonwealth.
Since introducing its International Business Company (IBC) legislation in 1984, the BVI offshore financial services sector has developed, and is now the world’s most popular offshore centre with around 700,000 companies incorporated.
The newly enacted BC Act should further enhance the jurisdictions popularity.

Registration Procedure

Normally it takes about 20 working days to registration. Shelf companies are provided and documents can be signed within one day after name chose. The company can be used at the same day.

Law and Taxation

The legal system is based on the English common law supplemented by local ordinances. There are no taxes levied on BCs with the exception of the annual government license fee for companies with number of shares authorized to issue equal to 50,000 or less usually. Companies that fail to pay their license fee by the due date are subject to penalties and will be struck off for non-payment five months after the due date. There are no exchange controls or restrictions on the flow of currency in or out of the territory.

Corporate Requirements

Each BVI company must have a Registered Agent and Registered Office in the BVI, provided by a licensed service provider.
Each company must have at least one director and corporate directors are permitted. However, under the Business Companies (Amendment) Act 2005 “the New Act”, every newly incorporated company will be required to appoint first directors within 6 months of the date of incorporation and the original or copy of the Register of Directors will be required to be kept at the office of the Registered Agent. Details of the directors do not appear on any public record, although there are provisions for optional filing at the Registry of Corporate Affairs of this information if required.
The company should have at least one shareholder and bearer shares are allowed. Under the new Act, bearer share certificates will have to be held by an approved Custodian. The Register of Shareholders or a copy thereof should be kept at the office of the Registered Agent. Details of the shareholders do not appear on any public record, although there are provisions for optional filing at the Registry of Corporate Affairs of this information if required. Often, it is advisable to keep the original register in the BVI for stamp duty reasons.
There are no requirements for annual returns, annual meetings, accounting records or audited report.

Local Infrastructure

The BVI has now attracted a healthy number of international accounting firms and law firms. There are at present, relatively few banks or financial institutions. The Registry of Corporate Affairs in the BVI is technically advanced and efficient, and has kept pace with continuingly increasing demand.
There are no specific statutory provisions governing secrecy in relation to companies, however, statutory filing requirements are minimal and the English law, which applies to the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.

Fees and Penalty

Annual fee paid after annual date and within 3-months need to paid 10% penalty. Annual fee paid 3-months after annual date and within 6-months need to paid 50% penalty.

Introduction

The Cayman Islands, which comprises of three islands (Grand Cayman, Cayman Brac and Little Cayman) in the Caribbean Sea south of Cuba, is a British Dependent Territory. Area of these islands is 260 square kilometers with population of 35,000 people and official language is English.
The financial services sector is one of the main industries in the Cayman Islands, which is one of only two offshore centres that is approved by the Hong Kong Stock Exchange for public listings in Hong Kong. And the Cayman Islands established its own Stock Exchange in 1997.

Registration Procedure

Name search is around 1 day and 5 working days to registration. Shelf companies are provided and documents can be signed within one day after name chose. The company can be used at the same day.

Law and Taxation

Cayman Islands’ companies law is based on the English common law. There are two types of Cayman Islands companies: the Exempted and the Non-resident. The ongoing license fees for a Non-resident Company are cheaper than for an Exempted Company but they must submit a more detailed annual return and as such, have not gained great favor in Asia. The Cayman Islands received a Royal decree in 1798 that would free them from taxes forever and this decree remains in force and may apply for a 20 years tax exemption certificate, further enhancing their tax exempt status. The company name may also be expressed in Chinese characters, so long as its English translation is provided.
In November 2001, a new agreement with the United States (US) for the exchange of information was signed. This provides for the exchange of information, upon request, for criminal tax evasion, civil and administrative matters relating to US federal income. The agreement applies to criminal tax evasion for taxable periods commencing 1 January 2004, and to all other tax matters for taxable periods commencing 1 January 2006.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
All Exempted Companies must have a registered office provided by a licensed service provider. A minimum of one shareholder and one director are required and corporate directors are permitted. The Registers of Directors, Officers and Charges shall be kept at the Registered Office. A copy of the Register of Directors and Officers must be filed at the Companies Registry but is not available for public inspection. Every Exempted Company must keep a Register of Members and the original or a copy should be kept at the Registered Office.
Whilst bearer shares are permitted, in practice they are not encouraged and bearer share certificates must only be held by approved custodians. Annual returns must be lodged but this does not disclose details of the directors or members.
In April 2001, the Cayman Islands issued new due diligence guidelines requiring disclosure of information on all officers, members, beneficial owners and authorized signatories of Cayman Islands companies to service providers. This information is required by law for all new companies and must be provided by existing companies within a set transitional period. Such information is confidential, under the Confidential Relationship (Preservation) Law, which makes it a criminal offence to divulge confidential information or to willfully obtain or attempt to obtain confidential information relating to a Cayman Islands company.

Local Infrastructure

The Cayman Islands is the leading financial centre in the Caribbean with over 584 licensed banks and trust companies present. All the main international accounting firms are present. Communications and transport links are excellent with regular flights from Miami which is only one hour away.

Fees and Penalty

Annual fee paid after annual date and within 3-months need to paid 33% penalty. Annual fee paid 3-months after annual date and within 6-months need to paid 66% penalty. The Company would be dissolved after half year of annual date.

Introduction

The State of Delaware is situated on the east coast of the United States and it is the second smallest in America. Its area is 6,452 square kilometers with populations of 800,000 people. The official language is English.
Delaware is the leading jurisdiction for the incorporation of companies in the United States (US). Companies incorporated in Delaware account for more than half of the Fortune 500 companies as well as one out of every three companies listed on the New York Stock Exchange and the American Stock Exchange.

Registration Procedure

Most companies can complete the registration within several minutes and the document is available within 24 hours.

Law and Taxation

One frequently-cited advantage is that the state’s internationally renowned Court of Chancery, deals exclusively with corporate matters. Judges of this Court are appointed on merit alone and not elected. The corporate laws of Delaware are very user-friendly and have often been used by other states as a standard for testing corporate laws. As a result, the Delaware General Corporation Law are familiar to many lawyers both domestically and internationally.
Companies of primary interest to offshore investors are the Corporation and the Limited Liability Company (LLC). LLCs are a hybrid of a Corporation and a Partnership, sharing the same features as a Corporation but may also choose to be taxed as a corporation, partnership or trust.
There is no income state tax for Delaware Corporations or LLCs that do not conduct business in the US.

Corporate Requirements

The company name should be in English and the document is in English too.
The minimum number of Directors and Shareholders for Corporation is one. Corporate Directors are not permitted. A President, Treasurer and Secretary must be appointed. One person can hold all of these offices and there are no residency requirements. However, the Registered Office and Registered Agent must be situated in Delaware. The Office and Agent details are also included in the Certificate of Incorporation.
There are no minimum capital requirements. Details of directors and officers must be provided.
Corporate governance for LLCs is governed by a written agreement among its members. Subject to the Certificate of Incorporation or the By-laws, shareholders and directors are not required to hold meetings, as the law permits shareholders and directors to act by written unanimous consent.
There are no restrictions as to the type of business for a Corporation. Delaware permits a general purpose clause for any legal business activity for which a Corporation may be incorporated.
LLCs may not take on the business of insurance or banking for which licences are required.

Local Infrastructure

The legal infrastructure in Delaware is regarded as the best in the US, especially given the Chancery Court’s 200 years of legal precedent. Banking and accounting services are also readily available.

Fees and Penalty

Introduction

The Marshall Islands is 181 square kilometers with 60,000 populations. The official languages are English and Marshallese.
After the Second World War, the Marshall Islands became a United Nations Trust Territory of the Pacific Islands under United States administration. The Republic of the Marshall Islands (RMI) gained independence in 1986, becoming a full member of the United Nations in 1991.

Registration Procedure

Normally it takes about 15 working days to registration.
Shelf companies are provided and the company can be used within five day.

Law and Taxation

The companies in Marshall Islands are restricted by the Commercial Company Law (1990) which is similar to the US Company Law. Moreover, some of law was written according to British common law as well as the power of appointment of directors and secretary.
If the company is not established by the local Marshallese, it is legal to exempt from all taxes. The company can be managed by American-style or British-style.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation but not related to the registered companies.
Company incorporated with memorandum and articles of association, which include name of company, registered office address, business runtime, number of member, limited liabilities, number of shares and share distribution. All Exempted Companies must have a registered office provided by a licensed service provider.
A minimum of one shareholder and one director are required and corporate directors are permitted. The Registers of Directors, Officers and Charges shall be kept at the Registered Office.
A copy of the Register of Directors and Officers must be filed at the Companies Registry but is not available for public search. Every Exempted Company must keep a Register of Members and the original or a copy should be kept at the Registered Office. The company cannot disclose the company record such as director(s) and shareholder(s) information. There are no requirements for annual return, accounting record and audited report.

Local Infrastructure

Setting up company in Marshall Islands will benefit in property investment, stock jobbery and other investment plan including raise funds from all over the world.
The infrastructure in the Marshall Islands is more sophisticated than most other nations in the region. The two islands with most of the population, Majuro and Enewetak both have reliable power plants and public water systems. There are two international airports and 26 airstrips scattered throughout the larger islands. There are also 12 deep water docks for large ocean going ships.
In 16th November, 1990, Marshall Islands and China built diplomatic relations.

Fees and Penalty

Introduction

Mauritius, located in the Indian Ocean approximately 1,200 miles from the southeast coast of Africa. It is a democratic republic. Its area is about 2000 square kilometers and it has a population in excess of 1 million.
Mauritius was colonized by the English and French. It attained independence in 1968 and as such its legal system is a hybrid of both English and French law.

Registration Procedure

Normally it takes about 30 working days to registration. Shelf companies are provided and documents can be signed within one day after name chose. The company can be used at the same day.

Law and Taxation

The new Companies Act 2001 introduced in December 2001, which replaces both the Companies Act 1984 and the International Companies Act 1994, has made the administration of companies considerably more complicated.
The company previously known as an Offshore Company is now one with a Category 1 Global Business Licence (GBL1) and may be used to take advantage of an extensive and growing network of international tax treaties which the Mauritius Government is continually developing. GBL1 companies are subject to taxation at a rate of 15% as a Tax Incentive Company.
The company previously known as an International Company is now one with a Category 2 Global Business Licence (GBL2) and is similar in structure to the British Virgin Islands (BVI) International Business Company (IBC). It is not subject to taxation in Mauritius except for an annual government fee of USD135 which is payable to the Financial Services Commission (FSC) on each anniversary date of incorporation and an annual registration fee of USD65 which is payable to the Registrar of Companies (ROC) on 20th January every year.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
GBL1: The costs of establishing a GBL1 company are relatively high because of the additional compliance and residency requirements. A GBL1 company must have at least two local directors to access treaties and one shareholder. At present corporate directors are not permitted. A GBL1 company must also appoint a Mauritian resident as company secretary. Each year, the company must prepare audited accounts and file them within 6 months after the close of its financial year with the FSC. Non-compliance will entail a revocation of the GBL1 license. GBL1 companies that wish to utilize Mauritius’ international tax treaties must demonstrate that management and control are exercised in Mauritius. Details of directors and members must be kept with the FSC and ROC.
GBL2: The characteristics of the GBL2 company are similar to that of the BVI and Samoa. The company is only required to have one director and one shareholder. While corporate directors are permitted, GBL2 companies are precluded from issuing bearer shares. Following the Finance Bill 2000 enacted in July 2000, details of members, directors and officers of GBL2 companies must be registered with the FSC and ROC but are not available for public inspection which adds to administration costs. There are no requirements to file annual returns or audited accounts.
Both GBL2 and GBL1 companies must have a Registered Office and Agent in Mauritius.

Local Infrastructure

All of the major international accounting firms are represented in Mauritius and there are an increasing number of international banks. There are, however, no established legal firms with all lawyers being sole practitioners.
Communications are excellent and there are direct flights to Mauritius from both Singapore and Hong Kong.

Fees and Penalty

Companies which fail to pay annual fees to government and the officers of such companies are in default and could be subject to prosecution in Mauritius.

Introduction

At various stages, Samoa has been administered by Britain, Germany and New Zealand. It became independent in 1962. Since independence, it has developed into a politically stable nation.
Samoa is a group of 9 islands situated in the South Pacific, east of the International Date Line. Its area is 2934 square kilometers with 180,000 populations. The official languages are English and Samoan.

Registration Procedure

After approval, the registration would be completed in the next working day.

Law and Taxation

Samoa’s offshore corporate legislation was originally introduced in the late 1980s and was based on Cook Islands legislation but now includes numerous enhancements, making it more user-friendly to suit the requirements of the Asian market. Of particular note are the following:-
In order to attract business from more expensive jurisdictions in difficult economic times,Samoa has, in August 1998, introduced a new legislation that enables the easy migration of companies in a convenient and effective manner.
There is no control on the foreign exchange.

Corporate Requirements

Chinese names are permitted and can be included on a company’s Certificate of Incorporation.
All companies must have a minimum of one director, one shareholder and a secretary. Corporate directors are permitted and bearer shares are also allowed.
All companies must have a Registered Office and a Resident Agent in Samoa which must be a licensed trust company.
There are requirements for Samoan companies to prepare Registers of Directors, Secretaries and Members and for these to be kept at the Registered Office. The shareholders may waive the requirements for audited accounts.

Local Infrastructure

The local infrastructure in Samoa is presently very sound and improving continually. A number of leading accounting firms have offices in Samoa and there are numerous legal practices.
The economy of Samoa has traditionally been dependent on development aid and agricultural exports.
At present there are three retail banks in Samoa. Another important feature is the presence of a Chinese Embassy which is particularly helpful when legalizing documents required for transactions and business in mainland China.

Fees and Penalty

Introduction

Seychelles is an independent Republic within the Commonwealth with a population of 82,000. Seychelles comprises a group of approximately 115 islands in the Indian Ocean, most of which are situated between 4 and 5 degrees south of the equator.
The country has good political stability with a democratically elected Government. The Seychelles economy is primarily based on tourism, commercial fishing and offshore financial services industry.

Registration Procedure

Normally it takes about two working days to registration. Shelf companies are provided and documents can be signed within one day after name chose. The company can be used at the same day.

Law and Taxation

Seychelles is governed by civil law except for the corporate legislation and criminal law which are based on the English common law. The principal corporate legislation governing IBCs is the International Business Companies Act (IBC Act) 1994. IBCs are exempted from taxation on business activities or transactions carried outside of the Seychelles. An IBC can be converted to other resident companies such as Companies Special Licence (“CSL”).
The CSL is a Seychelles domestic company (incorporated under the Companies Act 1972), which is granted a special licence under the Companies (Special Licences) Act 2003. A CSL can take advantage of the Seychelles steadily expanding network of double taxation treaties which include China, Indonesia, Malaysia, Mauritius, Thailand, S. Africa, Botswana and Oman.

Corporate Requirements

Both the English and Chinese company name can be included on a company’s Certificate of Incorporation.
IBCs are required to have at least one director and one shareholder, which may be natural persons, or corporate entities. Neither directors nor officers need to be shareholders. Shareholders, directors, and officers may be of any nationality and may be residents of any country.
A company secretary is not mandatory, although it is customary to have one appointed, and may be of any nationality and need not be resident in the Seychelles. The language of legislation and corporate documentation is either English or French. If any other language is used, it must be accompanied by a translation in either English or French.
CSL’s must have at least two local directors to access the treaty network and 2 shareholders. At present corporate directors are not permitted. A CSL must also appoint a Seychelles resident as company secretary. Each year, the company must prepare and file audited accounts. The filed accounts and company return are not publicly accessible.

Local Infrastructure

Seychelles has the finest International Airport in the Indian Ocean region and its national and international telecommunications carriers are well established.
There are an increasing number of international banks and insurance companies which have established branches in the Seychelles with local management companies, accounting and legal firms to provide support.

Fees and Penalty

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