Heritage Trust Group - Asian focus. Global solutions.

Popular Jurisdiction

► Singapore

Introduction:
5
Singapore is located on the Southern tip of the Malay Peninsula, about 70 kilometres North of the Equator. Singapore is a major international financial and trade centre with physical infrastructure and communications that are world class. All the major international financial institutions, legal and accounting firms are represented in Singapore which can be considered a regional wealth management centre for South East Asia. Singapore is a carefully administered jurisdiction with a proactive and business friendly administration.

Statutory requirements

Type of Company:	Limited by shares. All companies name must end with the word “Limited” or its abbreviation “Ltd”. In the case of a private company, the name must include the word “Private” or its abbreviation “Pte”. Chinese name and Chinese M&A are not allowed. Transfer of domicile is not allowed.
Exchange Control:	No exchange control.
Taxation:	18% on income accrued in or derived from Singapore.
Capital Requirements:	No authorized share capital structure and no statutory limit on the issue of new shares.
Shareholders:	Minimum of one shareholder can be individual or corporation. No bearer shares are allowed. No residency requirement.
Directors:	Minimum of one Director who must be a natural person residing in Singapore. Corporate directors are not allowed.
Registered Office:	Local registered office and physical address is required (no PO Box). Statutory books of the company must be maintained.
Secretary:	Minimum of one Secretary who must be a natural person residing in Singapore. Private companies need not appoint professionally qualified secretaries but directors must take reasonable steps to appoint secretaries who have the requisite knowledge and experience to discharge their duties.
Meetings:	Every company is required to hold an Annual General Meeting (“AGM”) of the shareholders to adopt the accounts. The first AGM must be held within 18 months from the date of incorporation and thereafter, an AGM must be held once in every calendar year and not more than 15 months from the date of the last AGM. In addition, the accounts tabled at the AGM must not be more than six months from the date of the financial period/year end. Private companies may now dispense with the holding of an AGM if all the shareholders agree to that effect at a general meeting.
Annual Return and Financial Statements:	All companies must keep proper accounting records and an Annual Return must be filed with the Registrar of Companies. Dormant and small exempt companies with fewer than 20 individual shareholders and annual turnover of less than S$5 million, are not required to audit their accounts. Such companies are allowed to file a Declaration of Solvency signed by a Director and Secretary of the Company. If the Company is unable to file the declaration, it must file a set of audited accounts with the Registrar of Companies.

► British Virgin Islands (BVI)

Introduction:
5
The British Virgin Islands (BVI) are a group of islands in the Caribbean. They are situated 80 kilometres East of Puerto Rico. It has a reputation as a well established financial centre with more than 850,000 Business Companies (BCs) to date. The BVI has no wealth capital duties or death duties. The official currency is US$. It imposes no currency exchange controls and has good legal, financial and accounting services infrastructure.

Statutory requirements for an BC

Shareholders:	Minimum One Individual or Corporation No residency requirement
Directors:	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in the BVI. Statutory books of the company must be kept.
Auditors:	Optional.
Secretary:	No mandatory requirement.
Share Certificates:	Registered shares. Restricted use of bearer shares.
Share Capital:	No minimum amounts and can be denominated in any currency.
Domicile:	Foreign companies can be re-domiciled in the BVI and vice-versa.

Corporate Governance:
5
Where the name is available, companies can be incorporated within 24 hours. Alternatively, shelf companies Governance: are available immediately. The Company name must include one of the following words: Limited, Corporation, Incorporate, Societe Anonyme, Sociedad Anonima (or the abbreviated forms). There are no specific statutory provisions governing secrecy in relation to companies, however statutory filing requirements are minimal and English law, which applies to the jurisdiction, does impose a common law duty on professionals to keep the affairs of their clients confidential.

► Brunei

Introduction:
5
The Sultanate of Brunei Darussalam (Brunei) is situated on the north-west coast of the island of Borneo. It is considered the geographical hub of Asia. Brunei has been politically stable for centuries and has a policy of sustainable economic prosperity. For non-residents of Brunei, there are no taxes on income nor any wealth capital duties nor any death duties. The official currency is the Brunei Dollar which is linked, at parity, with the Singapore Dollar. It imposes no currency exchange controls and has good legal, financial and accounting services infrastructure.

Statutory requirements for an IBC

Shareholders:	Minimum One. Individual or Corporation. No residency requirement.
Directors:	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in the Brunei. Statutory books of the company must be kept.
Auditors:	Optional.
Secretary:	Minimum one. Individual or Corporation.
Share Certificates:	Registered shares. No bearer shares.
Share Capital:	No minimum amounts and can be denominated in any currency.
Domicile:	Foreign companies can be re-domiciled in Brunei and vice-versa.

Corporate Governance:
5
Where the name is available, companies can be incorporated within three days. Brunei is a common law jurisdiction with an independent English based legal system. Matters pertaining to the conduct of international businesses are governed and supervised by the “Brunei International Financial Centre (BIFC). There are specific statutory provisions governing secrecy in relation to company information.

► Cayman Islands

Introduction:
5
The Cayman Islands are a United Kingdom dependent Territory located in the western Caribbean. Since the 1960s, the Cayman Islands have successfully invested its historic capital – English Common Law and tax neutrality – in the development of its thriving financial services sector. More than 40 years later, the Cayman Islands is recognized as a sophisticated, experienced and diverse financial centre. Today, the Cayman Islands financial services industry encompasses banking, mutual funds, captive insurance, vessel registration, companies and partnerships, trusts, structured finance and the Cayman Islands Stock Exchange.

Statutory requirements for an IBC

Shareholders:	Minimum one. Individual or Corporation. No residency requirement.
Directors:	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in the Cayman Islands. Statutory books & registers of the company must be kept but not required for filing with the authorities.
Auditors:	Required for exempt companies. Accounts must be filed but will not be publicly available.
Secretary:	Optional. May be an individual or corporation. No residency requirement.
Share Certificates:	Bearer shares are not permitted.
Share Capital:	Minimum paid up of US$1.
Domicile:	Foreign companies can be re-domiciled in Cayman Islands and vice-versa.

Corporate Governance:
5
Where the name is available, companies can be incorporated within 10 working days. Alternatively, shelf companies are available immediately. Company names including “royal”, “imperial”, “bank”, “insurance” and “building society” are restricted. There are specific statutory provisions governing confidentiality in relation to companies. There are statutory filing requirements for all companies.

► Hong Kong

Introduction:
5
Hong Kong became a Special Administrative Region of the People’s Republic of China from July 1, 1997. Hong Kong continues to have a high level of autonomy in the running of its affairs under a one country, two systems concept. Hong Kong continues to be a major financial and trade centre and Hong Kong remains the most significant gateway into Southern China.

Statutory requirements for a Limited company

Shareholders:	Minimum One. Individual or Corporation. No residency requirement.
Directors:	Minimum One. Corporate Directors are permitted for companies that are not subsidiaries of public listed companies.
Registered Office:	Local registered office and physical address is required (no PO Box). Statutory books of the company must be maintained.
Auditors:	Required (local). Each year, each company must submit an annual return along with audited accounts. All companies must obtain a Business Registration Certificate (BRC) from the Inland Revenue Department (IRD), before commencing business.
Secretary:	Each company must have a qualified local individual or corporate company secretary. Details of the company’s Directors, Shareholders and Secretary must be filed at the Companies registry and are on public record.
Share Certificates:	Registered shares. No bearer shares.
Share Capital:	No minimum and can be expressed in any currency.
Domicile:	No migration of domicile is permitted.

Corporate Governance:
5
It takes approximately 10 days, after the company name is approved, to obtain the certificate of Governance: incorporation. However, shelf companies are available immediately. Hong Kong’s corporate law is based on British common law. Only profits derived in Hong Kong are assessable for taxation and genuine offshore transactions are not subject to Hong Kong tax.

► Labuan

Statutory requirements

Type of Company:	Offshore companies.
Exchange Control:	No exchange control. Offshore companies are not permitted to carry out transactions in Malaysian Ringgit except for defraying administrative expenses and making permitted investments in Malaysian securities.
Taxation:	Offshore trading companies have a choice of 3% on net audited profits or a fixed sum of RM20,000. Offshore non-trading companies pay no tax.
Capital Requirements:	Registration fee of a company is based on the authorized capital. Standard authorized capital up to RM50,000 and the capital registration fee is RM1,000. There must be at least one paid-up share capital.
Shareholders:	Minimum one individual or corporation. No bearer shares are allowed. No residency requirement.
Directors:	Minimum of one Director who can be an individual or corporation. No residency requirement.
Registered Office:	Must be a principal office of a Labuan trust company.
Secretary:	Minimum of one Secretary who must be a resident in Labuan and an officer of a trust company.
Meetings:	Every company is required to hold an Annual General Meeting (“AGM”) of the shareholders to adopt the accounts. The first AGM must be held within 18 months from the date of incorporation and thereafter, an AGM must be held once in every calendar year and not more than 15 months from the date of the last AGM. In addition, the accounts tabled at the AGM must not be more than six months from the date of the financial period/year end. Private companies may now dispense with the holding of an AGM if all the shareholders agree to that effect at a general meeting.
Annual Return and Financial Statements:	Annual Returns must be filed 30 days prior to the anniversary of the incorporation date. Accounts must be audited for licensed companies and those making public offerings. An audit is also required if the Company elects to pay the 3% tax on audited profits. 5 Accounts do not need to be filed with the Annual Return. Only required to be filed if the members of the Company adopt the audited accounts.

► Mauritius

Introduction:
5
Mauritius is an island in the Indian Ocean, off the south east coast of Africa. Its 1.2 million people are the descendants of Indian, African, European and Chinese immigrants. The government is run by a prime minister under a British-style parliamentary system that guarantees the separation of the legislative, executive and judicial powers. The legal system is a hybrid combining both civil and English common law practices. Although Mauritius became a republic in 1992, it is a member of the Commonwealth and has preserved the right of appeal to the judicial committee of the Privy Council.

Statutory requirements for an IBC

Statutory Requirements	Global Business License Company Category 1	Global Business License Company Category 2
Shareholders:	Minimum one – no requirement to disclose beneficial owner. Individual or Corporation. No residency requirement. Bearer shares not available.	Minimum one – no requirement to disclose beneficial owner. Individual or Corporation. No residency requirement. Bearer shares not available.
Directors:	Minimum Two. Individual. Residency requirement.	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in Mauritius. Statutory books & registers of the company must be kept but not required for filing with the authorities.	Must be maintained in Mauritius. Statutory books & registers of the company must be kept but not required for filing with the authorities.
Auditors:	Required. Accounts must be filed, but not publicly available.	Not required for international business companies.
Secretary:	Mandatory. Must be an individual. Residency requirement	Optional. May be an individual or corporation. No residency requirement.
Share Certificates:	Registered shares only. Bearer shares not allowed.	Registered shares only. Bearer shares not allowed.
Share Capital:	No minimum amounts and can be denominated in any major currency.	No minimum amounts and can be denominated in any major currency.
Domicile:	Foreign companies can be re-domiciled in Mauritius and vice-versa.	Foreign companies can be re-domiciled in Mauritius and vice-versa.
Taxation:	3% effective tax rate.	Exempt.

Corporate Governance:

Can be incorporated in 60 days.
Shelf companies not available.

Can be incorporated in 5 days.
Shelf companies not available.

► Samoa

Introduction:
5
Samoa's legal system has its foundations in English statutory law. The court system comprises the Magistrates Court, the High Court, and the Court of Appeal.
5
Samoa International Companies are exempt from Samoa taxes, stamp duty, capital gains tax and withholding tax. There is no exchange control. The company registered agent & registrar is subjected to strict confidentiality provisions.

Statutory requirements for Samoa International Companies

Use of Chinese character:	Chinese character names may be registered. Chinese character Memorandum and Articles of Association may be filed.
Shareholders:	Minimum one. Individual or Corporation. No residency requirement.
Directors:	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in Samoa. Register of Directors & Members must be kept.
Filing of Annual Returns:	No Annual Returns filing requirement. Particulars of Directors and Secretaries do not have to be filed. Accounts do not have to be filed.
Auditors:	Optional.
Secretary:	Minimum One. Individual or Corporation. No residency requirement.
Share Certificates:	Registered shares & bearer shares are allowed.
Share Capital:	No minimum amounts and can be denominated in any currency.
Domicile:	Foreign companies can be re-domiciled and vice-versa.

Corporate Governance:
5
Shelf companies are available. Alternatively when a name is preferred, companies can be incorporated subject to name-availability.

► Seychelles

Introduction:
5
The Republic of Seychelles is comprised of a group of 115 granite and coral islands scattered over a huge area of the Indian Ocean. Situated just 4 degrees south of the equator. The main group of islands enjoys a comfortable, tropical climate. Situated in the Indian Ocean, the islands are ideally located in terms of geography and time zone for business and trade from Europe, Africa and South-East Asia. The population is estimated at approximately 71,000. English is the official language. Independence from Britain came in 1976. A new constitution was adopted with the elections of 1993. The local currency is the Seychelles Rupee and the Offshore Banking sector is free of currency and exchange control restrictions. The country has DTA treaties with Botswana, China, Cyprus, Indonesia, Malaysia, Mauritius, Oman, South Africa, Thailand, Vietnam, Zimbabwe and UAE.

Statutory requirements for an IBC

Shareholders:	Minimum one. Individual or Corporation. No residency requirement. Bearer shares remain available.
Directors:	Minimum One. Individual or Corporation. No residency requirement.
Registered Office:	Must be maintained in Seychelles. Statutory books & registers of the company must be kept but not required for filing with the authorities.
Auditors:	Not required for international business companies. Required for Companies holding a Special License for Double Taxation Treaty access.
Secretary:	Optional. May be an individual or corporation. No residency requirement.
Share Certificates:	Registered shares (Chinese language permitted – also for M&A). Bearer shares.
Share Capital:	No minimum amounts and can be denominated in any currency.
Domicile:	Foreign companies can be re-domiciled in Seychelles and vice-versa.

Corporate Governance:
5
Where the name is available, companies can be incorporated within 24 hours. Alternatively, shelf companies are available immediately. The Company name can include one of the following words: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima (or the abbreviated forms). There are specific statutory provisions governing confidentiality in relation to companies, and there are no statutory filing requirements for international business companies. English-style common law applies to the international business company regime and does impose a common law duty on professionals to keep the affairs of their clients confidential.

► Comparison Chart

Characteristics of Jurisdictions	Singapore	Hong Kong	Samoa	Seychelles IBC	Seychelles CSL	Labuan	Mauritius GBC1	Mauritius GBC2	Cayman Islands	Brunei	British Virgin Islands
Company:
Type of Company	Pte Ltd	Limited	IBC	IBC	CSL	Offshore Co.	GBC1	GBC2	Exempt	IBC	IBC
Tax on Foreign Profits	Varies	Nil	Nil	Nil	1.5%	*(1)Nil	0% - 3%	Nil	Nil	Nil	Nil
Infrastructure:
Major International Banks	Very Good	Very Good	Fair	Fair	Fair	Good	Good	Good	Very Good	Good	Fair
Professional Legal Services	Very Good	Very Good	Fair	Good	Good	Very Good	Good	Good	Good	Very Good	Good
International Communications	Very Good	Very Good	Good	Good	Good	Very Good	Good	Good	Good	Very Good	Good
Political Stability	Very Good	Good	Good	Good	Good	Good	Good	Good	Good	Very Good	Good
Confidentiality:
Govt. Disclosure of Beneficial Owner	No	No	No	No	Yes - Not public	No	Yes-Not Public	No	No	No	No
Bank Secrecy Laws	Yes	Yes	Yes	No	No	Yes	Yes	Yes	Yes	Yes	No
Corporate Governance:
Directors – minimum	1	1	1	1	1	1	2	1	1	1	1
Corporate Director allowed	No	Yes	Yes	Yes	No	Yes	No	Yes	Yes	Yes	Yes
Resident Director required	Yes (1)	No	No	No	Yes	No	2	No	No	No	No
Shareholders - minimum	1	1	1	1	2 or incorporation	1	1	1	1	1	1
Corporate Shareholder allowed	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Bearer Shares permitted	No	No	Yes	Yes	No	No	No	No	No	No	Yes - Restricted
Company Secretary Required	Yes	Yes	Yes	No	Yes	Yes	Yes	No	No	Yes	No
Corporate Company Secretary Allowed	No	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Resident Secretary required	Yes	Yes	No	No	Yes	Yes	Yes	No	No	Yes	No
Resident Agent required	No	No	Yes	Yes	Yes	Yes	No	Yes	Yes	Yes	Yes
Standard Authorised Share Structure	*(2) N/A	HKD 10,000	USD 1,000,000	USD 1,000,000	USD 1,000,000	USD 13,000	N/A	N/A	USD 50,000	USD 50,000	50,000 Shares
Compliance:
Register of Directors filed	Yes	Yes	No	No	Yes	Yes	Yes	No	No	No	No
Register of Shareholders filed	Yes	Yes	No	No	Yes	Yes	Yes	No	No	No	No
Annual Return Filed	Yes	Yes	No	No	Yes	Yes	Yes	No	Yes	Yes	No
Audited Accounts Required	Varies	Yes	No	No	Yes	Optional	Yes	No	No	No	No
Local Meetings Required	No	No	No	No	Yes	No	Yes	No	No	No	No
Options:
Chinese Name permitted	No	Yes	Yes	Yes	Yes	No	Yes	Yes	No	Yes	Yes
Chinese M & A allowed	No	Yes	Yes	Yes	No	No	Yes	No	No	No	No
Transfer of Domicile	No	No	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Costs (US$):
Annual Tax or Government Fee	N/A	340	300	115	1,150	700	500	300	580	400	350
Local Agent and Office Cost	N/A	N/A	250	250		700	1,800	400	700	250	250
General:
Shelf Companies available	No	Yes	Yes	Yes	No	Yes	No	No	Yes	Yes	Yes
Time to incorporate	1 day	7 days	2 days	3 days	10 days	5 days	21 days	5 days	10 days	5 days	1 day
(1) Flat tax of RM20K or 3% of net profit (but nil for Investment Holding Co.). (2) Since 30th Jan 2006, par value & authorised share capital structure have been abolished for Singapore.

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