Jurisdictions

Hong Kong is a British colony for over 150 years until 1 July 1997, Special Administrative Region of the People’s Republic of China established. However, the political, social, commercial and legal system we had before remain unchanged.

You many choose to incorporate a company with a name of your choice. We can arrange to have the name searches done in Hong Kong within 24 hours. Incorporation can be assured and Certificate of Incorporation will be available within 48 hours after due diligent process.

Two-tiered Profits Tax Rates Regime:

With effect from the year of assessment 2018/19, under the two-tiered profits tax rates regime, the profits tax rate for the first $2 million of assessable profits will be lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (IRO)) for corporations and 7.5% (half of the standard rate) for unincorporated businesses (mostly partnerships and sole proprietorships). Assessable profits above $2 million will continue to be subject to the rate of 16.5% for corporations and standard rate of 15% for unincorporated businesses.

Capital gains and dividends are not taxed. Offshore income earned outside of Hong Kong is not subject to Hong Kong profits.

An Annual Return must be filed at the Companies Registry within 42 days of the Anniversary Date (for Private Companies) or Annual General Meeting (for Public Companies). A tax return together with a signed accounts must be filed annually to the Hong Kong Inland Revenue Department.

Details of directors and shareholders are disclosed in the Annual Return lodged at the Companies Registry.

However, nominee directors and shareholders can be used. These can be individuals or corporate entities.

A Hong Kong Company must have at least one shareholder and one director (at least one individual director). Each of whom can be individuals or corporate entities and they do not have to be Hong Kong residents nor Hong Kong companies.

A reserve director must be appointed if there is only one director. A reserve director must be a natural person of 18 years or more. He / she will only act in place of the sole director in the even of his / her death.

There is no requirement as to the minimum amount of issued share capital which can be as low as HK$1.

A Hong Kong company must have a Registered Address in Hong Kong . We provide such a Registered Office facility.

The Bahamas comprises over 700 Islands off the South East Coast of Florida in the Caribbean. The Bahamas was a British Colony until 1973 when they became independent. Accordingly, the Islands follow the British Common Law system. The Bahamas modelled its International Business Companies Act on British Virgin Islands ' IBC legislation and therefore its Memorandum and Articles of Association is similar to those of a BVI company. However, previously Section 65 of the Bahamas IBC's Act stipulated that Minutes of Shareholders' Meeting must be kept in Bahamas. This has been amended but unfortunately this impediment has hindered the growth of Bahamas companies and gave BVI's a head start.

A name search can be carried out within 48 hours by fax and a Company can be incorporated within 5 days. The original incorporation documents will arrive in Hong Kong within three weeks from incorporation.

Bahamas IBC companies are exempt from income tax.

There is no need to file Annual returns nor Accounts with the Tax Authorities or the Companies Registry.

One director would be sufficient, the director need not be a resident of Bahamas. Corporate directors are also permitted. One shareholder would suffice. Again, the shareholder need not be a resident shareholder and the shareholder can also be a corporation.

Details of the shareholders are not available on the public file at Companies Registry but a register of shareholders must be kept at the registered office of the Company in Bahamas. This Register of Shareholders is not available for public inspection. Register of Directors has to be filed with Companies Registry in Bahamas. However the government has requested that the beneficial shareholders must be revealed to the local agent.

Bahamas IBC companies must maintain a Registered Office and Agent in the Bahamas.

The Cayman Islands is an autonomous British Overseas territory in the western Caribbean Sea . Cayman offers a sound English legal system and a stable political environment.

You may choose to incorporate a company with a name of your choice. We can arrange to have the name searches done in Cayman within 48 hours. Incorporation can be assured a week after due diligent process and documents will be available in 2-3 weeks.

Cayman company is exempt from income tax as long as it does not carry on business in the Cayman.

Annual Return must be filed with the local Companies Registry every year in January. The annual return of an exempted company merely states that the Company has observed Cayman Law. However, audit can be waived at the annual general meeting. There is no requirement to file accounts with the Registrar. However, directors must hold one meeting in Cayman every year and this is normally done by proxies.

The Register of Members and Directors must be submitted to the local agent. The agent does not have to file the Register of Members at the Government Companies Registry but the Register of Members must be available for inspection by the Companies Registry. The Register of Directors is not subject to public exemption and must be filled at the Companies Registry.

Recently, the Cayman authorities have amended their regulations.   Directors and beneficial shareholders have to be disclosed to the local agents. In addition, Bi-lateral agreements have been signed with USA government. Such information has to be disclosed for court investigation.

A Cayman Company only requires one director and one shareholder, each of whom can be individuals or companies.

A Cayman company must have a Registered Address and a Registered Agent in Cayman Islands.

The BVI is a British Dependent Territory , comprising of about 20 islands, the largest of which is Tortola . Over the last 10 years, The BVI Business Company ("BC") has become very popular due to a long history of political stability and a sound English legal system which enables final appeal to the Privy Council in England .

We have available "off-the-shelf" BC's for your selection. These shelf companies can be transferred to you within 24 hours. Alternatively, you may choose your own company name, we can arrange to have the name approved by BVI authorities within 48 hours, but incorporation documents will only be available in 2-3 weeks.

BVI companies are exempt from income tax as long as it does not carry on business in the BVI.

There is no need to file Annual Returns nor Accounts with the Tax Authorities or the Companies Registry.

With effect from 1 April, 2016, details of the directors will need to be filed with the Registry of Corporate Affairs however such filing record will not be available to anybody other then BVI regulatory and law enforcement authorities. The Register of Shareholders should be kept at the Registered Office in BVI but this Register is not available for public inspection. However, bilateral agreements have been signed with USA government for disclosures of such information on court investigation situations.

Company searches conducted at the Companies Registry only shows the incorporation date, the authorized capital whether the Company has paid up its annual government fees and no information on directors and shareholders are revealed in the search.

An BC only requires one director and one shareholder, each of whom can be individuals or corporate entities. Board meetings can be held anywhere in the world.

An BC must have a Registered Address in BVI and a Registered Agent in the BVI. Normally, the Registered Office is the office of the Registered Agent in BVI.

Samoa is an independent group of islands situated in the South Pacific. It is different from other more popular jurisdictions like the Bahamas or the British Virgin Islands in that these are situated in the Caribbean . Samoa has been administrated by Britain , Germany and New Zealand . It now enjoys a peaceful and stable environment. Its legal system is based on English Law and its International Companies Act was amended towards the BVI style.

We have available “off-the-shelf” companies for your selection. Alternatively, you may choose your own company name and we can arrange to have the name approved by Samoa authorities within 2 days and have the incorporation documents available in 2 – 3 weeks.

The legislation allows the addition of a Chinese name to the English name on the Memorandum and Articles of Association.

Samoa Company is exempt from income tax as long as it does not carry on business in the Samoa .

There is no need to file annual returns nor accounts with the Tax Authorities or the Companies Registry.

One director would be sufficient, this director need not be a resident of Samoa . Corporate directors are also permitted. One shareholder would suffice. Again, the shareholder need not be a resident shareholder and the shareholder can also be a corporation. Bearer shares are also permitted and shall be lodged with the trustee company which provides the registered office.

The standard authorized capital is US$1,000,000 as compared to the BVI's standard authorized capital of US$50,000 and Bahamas ' standard authorized capital of US$5,000.

Details of the shareholders are not available on the public file at Companies Registry but a register of shareholders should be kept at the registered office of the Company in Samoa . This Register of Shareholders is not available for public inspection. Details of the directors are not available on the public file at Companies Registry.

Samoa companies must maintain a Registered Office and Agent in Samoa.

Mauritius is a French speaking Island off the South East Coast of Africa . With a population of 1.25 million, it has a good legal framework. Its main industries are sugar, textile and tourism. The financial sector is now a close 4th.

The legal system is good and the final Court of Appeal remains the judicial Committee of the Privy Council in London . Mauritius has entered into an Expropriation Compensation & Protection Treaty “IPPA” with the PRC.

In December 2001, new legislations were passed to streamline the domestic and offshore companies.

The Companies under Category 1 Global Business Licence Company (“GBL1”) are normally for accessing double tax treaties. The Companies under Category 2 Global Business Licence Company (“GBL2”) are used like the British Virgin Islands (BVI) IBC's.

The growth of the use of Mauritius , GBL1 is due to the numerous tax treaties signed with countries like Germany , France , United Kingdom , Switzerland , People Republic of China , India , Indonesia , Singapore and South Africa . GBL1 only needs two local directors and one shareholder. The client can be the third director. The shareholder can be individual or corporate. The details of corporate shareholders must be disclosed.

All GBL1 must be audited and audited account must be filed with the tax authorities within 6 months of the accounting year-end. All changes in directors, shareholders, company secretary must be filed at the Registrar of Companies. GBL1 must hold an annual general meeting within 15 months of the last Annual General Meeting and not more than 6 months after Balance Sheet.

GBL1 can be set up as a company, a branch of a foreign company or by continuation of a foreign company.

GBL1 can be structured as a protected cell company to segregate assets and liabilities of different classes (“cells”) of shares.

GBL2 only needs one director and one shareholder. The shareholder/director can be individual or corporate. It is not resident in Mauritius for tax purposes and is exempt from Mauritius tax. It is often compared to the British Virgin Islands (BVI), IBC. Its annual fee is US$550.

Same as the BVI IBC, the GBL2 can have a Chinese and English by-law. The presence of a Chinese Embassy and a Taipei Liason Office in South Africa makes endorsements of legal documents convenient.

GBL2 are often used to hold UK properties if the investor is a non-UK domiciled person. This minimizes UK inheritance tax.

All companies directors and shareholders details must be filed at the Companies Registry but such information are not available for inspection by the public.

Labuan is an Island located off the coast of East Malaysia . It is strategically located and shares the same time zone as Singapore , Hong Kong and Tokyo.  Thus, it is regarded as a very convenient tax haven for Asia . Labuan was declared as a Federal Territory by the Malaysian Government on 16 th April, 1984 and is now an International Offshore Financial Centre. The Offshore Companies Act of 1990 and the Labuan Offshore Business Activity Tax Act, 1990 ensure that Labuan Offshore Companies enjoy a professional yet reasonably flexible structure. The legal system is based on English Laws.

A name search can be carried out within 48 hours by fax to our associate office in Labuan and a Company can be incorporated within 6 days. The original incorporation documents will arrive in Hong Kong within three weeks from incorporation.

If the Offshore Company falls under the category of non-trading activity, then no tax is payable and also no audit is required. If the company carries out offshore trading activities, then it can either select to pay RM20,000 or a 3% tax on the net profits based on the audited accounts, only in such circumstances would an audit be required.

Annual returns of director's name and shareholder's name must be filed with the Companies Registry every year.

One director would be sufficient, this director need not be a resident of Labuan . Corporate directors are also permitted. One shareholder would suffice. Again, the shareholder need not be a resident shareholder and the shareholder can also be a corporation. However, a local resident company secretary is required and we can provide the service through our associate office in Labuan .

A Labuan Offshore Company must have a registered address in Labuan .

Macau, also spelled Macao, is an autonomous region on the Western side of the Pearl River estuary in East Asia . Its easy access to Zhuhai and Hong Kong has made it a very exciting location as an offshore juridiction. In 2001, legislation for Macau Offshore Companies were announced. This availed the opportunity for clients to set up tax exempt Macau structures to accommodate overseas selling activities or back office support services.

Two forms of companies are Offshore Companies and Local Companies. Local Companies are classified into “SARL” and Lda”, SARL is a public company and Lda is a private company. Lda is the most common form of Company used. Offshore Companies are also classified into two types Offshore Commercial Service Institution (International Business Company (IBC) and Offshore Anxiliary Service Institution (OASI). IBC can provide services to any third party. OASI can provide services to its parent and its associates and act as a “back office”. A foreign company may also establish a branch “Sucursal” in Macau .

An Offshore Company must have at least one shareholder and one director. Lda must have at lease two shareholders and three directors. An individual or corporation can be a shareholder and a director. Both Offshore company and Local Company must have an office in Macau , this must be a real office with minimum one staff. If the shareholder is a corporation, its board has to appoint a representative to sign a Power of Attorney in Macau before a Notary.

Minimum capital is US$3,125 or Macau dollar (“MOP”) 25,000. The minimum value of each unit quota is US$125 (MOP 1,000) . A Lda does not have share certificate and evidence of title to a unit / quota is in the by laws of the Lda. The By-laws must be registered at the commercial Registry.

The shareholders / quota holders appoint management director to run the Lda and they need not be Macau residents. However, for import-export-trade, a representative with management powers must be resident in Macau.

Audit requirement depends on capital and annual profits. Tax is only imposed on onshore business activities, so any profit generated outside of Macau is tax exempt.  In addition, tax on profits  is calculated at a progressive rate.  For net profits of MOP600,000 (US$75,000) or more, the tax rate is 12%.  For net profits less than MOP600,000 (USD75,000), the rate is 0%.

Singapore is a well respected jurisdiction which is increasingly used for double tax treaty purposes. Its central location and steady political situation offer a great advantage. It is a major international container port, trading center, banking and financial center.

Singapore , like Hong Kong , operates on Common Law, a British based legal system. The current corporate tax rate is 17%. A Singaporean company is often used as a holding company as it enjoys reduction in withholding taxes on dividends and interests from many remitting countries.

The Company's directors, shareholders and secretary details must be filed at the Companies' Registry and this information is on public record.

Minimum of one shareholder and one director are required. Corporate shareholder is permitted but not corporate directors. At least one director must be a Singaporean citizen. Bearer share certificates are not permitted if the client is aiming to use the Double Tax Treaty network. The company must have two local Singapore Directors.

Each company must have a local secretary.

All companies must file tax returns and audited accounts. Exempt Private Companies (EPC) are exempt from audit requirements. EPC's revenues should be below S$2.5 million and the threshhold is increased to S$5 million after 15 May, 2004.

Each year, the company must submit an annual return of directors and shareholders' details.

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. The Seychelles Legislature has enacted legislation providing political stability to facilitate variety investment opportunities.

The Legal System is based on English Common Law and French Civil Law. Company and financial services legislation is heavily based on English Law.

There is Chinese (PRC) Embassy located in Seychelles.

The Category 1 Special License Company (“CSL”) is a tax resident Company and may carry on “permitted” business inside as well as outside Seychelles. CSL are normally for accessing Double Tax Treaties. The Category 2 International Business Company (“IBC”) are used like the British Virgin Islands (BVI) IBC’s.

IBCs are required to have at least one director and one shareholder. Corporate directors and Corporate shareholders are permitted. Company secretary is not required.

Both English and Chinese company name can be included on the company’s Certificate and Incorporation, and Bearer shares are permitted.

IBCs do not have to hold Annual General Meetings nor to file any annual returns, accounts, or financial statements.

Belize is a small independent country located on Caribbean coast of Central America. Its small population of 250,000 is 90% literate.

English is the official and spoken language. Spanish is also spoken widely.

The local currency is the Belize dollar which is pegged to the US Dollar. There are 4 commercial banks, The Belize Bank Limited, Barclays Bank PLC, The Bank of Nova Scotia and Atlantic Bank Limited.

Belize was a British Colony in 1862 and achieved complete self-rule in 1981. Accordingly, the law of Belize is based on English Common Law. The International Business Companies Act 1990 created the International Business Company ( “IBC”) modelled after the British Virgin Islands (BVI), IBC. The Belize IBC is exempt from tax in Belize.

At least one director and one shareholder is required to set up a Belize IBC. They can be either individual or corporate. The information of directors and shareholders are not required to be filed at the Companies' Registry but Register of Directors and Shareholders are maintained at the local agent. Bearer shares are still permitted.

Like the BVI and Samoa, the Companies Registry only maintains a copy of the Certificate of Incorporation, its Memorandum & Articles of Association and any amendments thereto.

The Memorandum and Articles of Incorporation and Certificate of Incorporation are available in Chinese.

Belize has diplomatic relationship with Taiwan.