Expand Further - Vistradownload.myformations.vistra.com/assets/files/Corporate... · 2015-01-17 ·...

Expand Further

A new look for an experienced brand

OIL’s new logo represents a brand promise shared across the Vistra Group – a unified vision of common values and growth aspirations, progressing towards a better future with our clients.

The arrow shape represents our constant forward momentum, with the transparent and connected layers symbolising collaboration, togetherness and partnership – qualities that contribute to the success of our clients.

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Today’s global business environment provides countless opportunities for success. However it is a major challenge for many businesses as they expand their operations across borders and to navigate ever-changing regulatory environments.

OIL assists clients to overcome these challenges by working in partnership with them as trusted peers. With an in-depth knowledge of international jurisdictions, we provide support to their ongoing regulatory and compliance needs.

Offering nearly 30 years of experience in international incorporations and related services, OIL leverages technology, infrastructure and professional knowledge to achieve the highest standards. Over the years, OIL has become the industry leader by consistently delivering responsive and dependable services.

Looking towards the future, OIL is committed to assisting clients to establish and maintain their corporate holding vehicles efficiently and effectively as they grow their businesses around the world.

Sincerely,

Martin Crawford Chief Executive Officer

Letter from the CEO

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Reaching New HorizonsOIL is a Vistra Group company. As a Group, we move towards a shared future with a common vision and goal.

Ranked among the top four corporate service providers globally, Vistra Group is a versatile group of professionals, providing a uniquely broad range of services and solutions. Our capabilities span across international incorporations to trust, fiduciary and fund administration services.

The Group operates in some of the world’s most dynamic markets with a global network of over 1,300 professionals in 32 countries in Asia, Europe and the Caribbean, Pacific and Indian Oceans.

“ Operating across different markets, we needed a partner with a deep understanding of the global business environment, as well as comprehensive knowledge of all major jurisdictions. OIL is a trusted business advisor.”Partner of a corporate service provider, Taiwan

Going the Extra MileFor nearly three decades, we have built our business by partnering closely with our clients, working as trusted peers to help build businesses across borders and continents.

OIL’s experienced professionals work alongside our clients as equals, going the extra mile to form lasting relationships. Every client has a dedicated relationship manager and an assigned account management team comprised of incorporation and technical support services professionals.

Our knowledge and practical experience provide the peace of mind that a trusted, like-minded colleague is listening to clients’ needs and striving to deliver the highest quality services with total confidentiality through a proactive approach.

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Intricate KnowledgeOIL is a global pioneer in international incorporations and related services, and we are experienced in assisting clients in navigating jurisdictions around the world. With intimate knowledge of international and local legislation, compliance and regulatory issues, we can assist clients to stay abreast of the latest market developments.

Clients benefit from our deep, specialised knowledge in all major jurisdictions globally. We have formed close working relationships with regulators and government officials in these jurisdictions to help the industry evolve and to stay at the forefront of market trends, opportunities and new regulations.

“ OIL has the people, skills, knowledge and experience to advise on complicated technical matters and across geographies. Their expertise allows us to focus our efforts on our core strengths, enabling us to provide better and more responsive service to our clients.”Partner of a law firm, Singapore

Proven ProcessesOIL’s knowledgeable technical teams have a proven track record of nearly 30 years of experience in providing seamless services. We have invested in people, technology and processes to ensure the highest standard of delivery.

An exclusive online portal was developed to provide OIL clients with the convenience and flexibility of viewing and managing their accounts 24/7 – anytime, anywhere.

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• Worldwide incorporations with special expertise in all major jurisdictions

• A comprehensive list of over 1,000 shelf companies in major jurisdictions, all available for immediate use

• Incorporations with special name or special features on request, in 1 to 7 days depending on the jurisdiction

• Amendments to Memorandum and Articles

• Issuance of certificates

• Restoration or dissolution of companies

• Legalisation, notarisation, apostille, company/ litigation search

• Registration of charges and discharges

• Up-to-date statutory compliance

• Liquidation

Comprehensive Service OfferingsDrawing on the in-depth jurisdictional knowledge of our team and our leadership in the market, OIL is positioned to provide a broad range of company formation, technical support and on-going corporate services.

With deep technical expertise earned through years of experience, we are pioneers in establishing companies in all major jurisdictions worldwide. With licences in major offshore jurisdictions, we have the capability to provide a full spectrum of company formation services.

Our large, dedicated technical team has in-depth knowledge of all major jurisdictions to assist clients in staying abreast of the latest market developments.

International Incorporations

Post Incorporation Technical Support

Industry-leading Events

OIL provides regular jurisdictional information seminars – partnering with government and legal/tax professionals to keep clients informed of changing regulations and the latest developments pertaining to the use of offshore companies. Our events provide invaluable opportunities for clients to meet and discuss industry developments.

Online Client Portal

OIL’s client portal is available anytime, anywhere at www.oilglobal.com. Through our secure website, clients can easily access their account portfolios online – allowing

them to see their list of companies, make real-time reservations and orders, request special incorporations, conduct name checks and other technical services, as well as settle accounts and renew licence fees.

• Bank account opening services

• On-going company secretarial services

• Nominee shareholders

• Bank signatories

• Corporate directorships

• Facility of registered office / correspondence address

• Immigration services

• Payroll services

• Accounting services

Launched in 2012 in response to market demand, OIL now provides a comprehensive range of corporate services.

Thought Leadership

We keep clients abreast of latest developments in the offshore industry by publishing our regular OIL News Bulletin, “Opinion” and “Offshore 2020” market research reports.

On-going Corporate Services

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Europe Belgium

Bulgaria

Cyprus

Czech Republic

Germany

Hungary

Ireland

Jersey

Luxembourg

Malta

Netherlands

Poland

Romania

Slovakia

Spain

Switzerland

United Kingdom

America

Pan Asia Pacific andMiddle East

Group locations

OIL’s licenced jurisdictions

Anguilla

Bahamas

Belize

British Virgin Islands

Cayman Islands

CuraÇao

United States

China

Hong Kong

Macau

Mauritius

New Zealand

Samoa

Seychelles

Singapore

Taiwan

United Arab Emirates

San Francisco Delaware

BahamasCayman Islands

New York

BelizeAnguilla

CuraÇao


Beijing

Dubai

Shanghai

TaiwanHong Kong

Singapore

Auckland

GuangzhouMacau

Seychelles

Mauritius

Shenzhen

Samoa

London

Jersey

Dublin

Luxembourg

Brussels

Antwerp

Amsterdam

MadridBarcelona

GenevaZug Zürich

Frankfurt

Wroclaw

Poznan

WarsawCzech Republic

Bucharest

Sofia

Malta

Cyprus

Krakow

BudapestBratislava

Vistra Group Global NetworkAs part of the Vistra Group, OIL can leverage on the global network where the Group has a presence.

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Experienced LeadershipOur highly experienced management team has an average of 20 years’ experience in the business. Their dedication, vast experience and specialist knowledge are invaluable and second to none in the industry.

Jonathon CliftonGroup Managing Director

Effy YeungExecutive Director, Hong Kong

Jessica FarExecutive Director, Hong Kong

Ernest ZhengManaging Director, China

Helen SohManaging Director, Singapore

Nadine FengManaging Director, Taiwan

Simon FilmerDeputy Group Managing Director

“ At OIL, clients are our top priority. As our clients’ needs dictate the development of our services, we have a formal client feedback program in place to regularly evaluate and evolve our operations and processes. Each client is assisted by a dedicated account management team to ensure highly personalised service and a deep understanding of each client’s individual requirements.”

“ As licenced registered agents in all major jurisdictions, OIL has developed strong working relationships with regulators, government officials and professional advisors. Built over decades, these relationships have greatly contributed to OIL’s intimate knowledge of the global regulatory environment.”

“ With OIL’s secure online portal, clients can access our services quickly and conveniently 24/7 – anytime, anywhere. The portal is an ultra-convenient way to conduct real time name checks, renew licence fees online or access/request technical documents from any location.”

“ Our high service standards, expert knowledge and proven track record have made us our clients’ first choice for international company formation. Standing firmly behind our word, OIL strives to provide the best solution for each and every client.”

“ Our people are some of the most experienced professionals in their respective fields. OIL’s specialist teams are renowned for their intimate understanding of regulatory environments across major jurisdictions around the world.”

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OIL commenced operations in Hong Kong1986

OIL granted Management licence in Mauritius1996

1990 Opened Singapore office

1992 OIL granted Trust Company licence in Bahamas

1994 Opened Taipei office

2003 Commenced company formation services in Delaware

2006 OIL granted International Corporate Services licence in Seychelles

2011Opened Beijing, Guangzhou, Shenzhen and London offices

IK Investment Partners acquired majority stake in OIL

2014 OIL granted IBC Services licence in Belize

2015 OIL rebranded in line with the Vistra Group

1988 First major promotion of BVI Companies in Hong Kong on 8 August

1991 Launched alliance with Harneys Lawyers in BVI

1993 OIL granted Trust Company licence in Samoa

1995OIL granted Trust licence in BVI

OIL granted Company Management licence in Cayman Islands

2002OIL granted Financial and Corporate Service Providers licence in Mauritius

OIL granted Company Management licence in Anguilla

2004The Carlyle Group acquired majority stake in OIL

Opened Macau office

2013 Opened BVI, Cyprus and Dubai offices

2007 Opened Shanghai office

Past

Futu

re

Milestones

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The information in this document is of a general nature only. OIL has made every effort to ensure the information is correct and up-to-date and does not accept any responsibility for any errors or omission. OIL strongly recommends that applicable professional advice be taken prior to purchasing a company or establishing any corporate structure.

Anguilla

Introduction

Law and Taxation

Corporate Requirements

Local Infrastructure

Our Services

Anguilla, which was formally separated from St. Kitts and Nevis in 1981, is a dependent British overseas territory that enjoys a high degree of political and economic stability with a well-regulated financial services industry. This island of 35 square miles is home to a population over 16,000 people who are predominantly Afro-Caribbean and is situated just over one hundred miles east of Puerto Rico, close to the British Virgin Islands.

One of the more commendable features about Anguilla’s company registration system is the Anguilla Commercial On-line Registration Network (ACORN), which went live in 1998. It is able to facilitate the incorporation of companies such as International Business Companies (IBCs) and Limited Liability Companies (LLCs) 24 hours a day, 365 days a year, from anywhere in the world via the internet through licenced company managers and trust companies together with their approved overseas agents.

Anguilla is a common law jurisdiction, supplemented by local statutes enacted by the local House of Assembly. In 1994, with the British Government’s technical assistance and funding, corporate and financial legislation was enacted with amendments made at the end of 1998, 2000 and in 2006 when the Custody of Bearer Shares Regulations were introduced. Now businesses incorporated in Anguilla are 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.

Chinese character names are permitted and can be included on a company’s Certificate of Incorporation.

IBCs are required to have at least one director, which can be individual or company. A company secretary is not mandatory, and there is no requirement for this office or the office of director to be held locally. IBCs may purchase or redeem their own shares. Meetings do not have to be held in Anguilla and can be done so via telephone or other electronic means. The minimum number of shareholders required is one with both registered and bearer shares being permitted. As set out in the Custody of Bearer Shares Regulations, all bearer shares of an IBC incorporated before 23 November 2006 must be converted to registered shares or passed to a custodian on or before 31 December 2010. An IBC incorporated on or after 23 November 2006 that issues a bearer share shall deliver the share to a custodian who has agreed to hold the share. All companies must have a Registered Office and a Registered Agent in Anguilla. IBCs do not have to file any annual returns, only an annual fee needs to be paid. Details of directors and shareholders are not on any public record, however, these details must be kept at the Registered Office of the company.

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 the limited reporting requirements.

The professional infrastructure is well-developed, 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.

OIL can incorporate a company with your choice of name and confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates, four copies of the Articles of Incorporation and By-Laws, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as other relevant post incorporation services.

Instant incorporation 24/7 Electronic filing of statutory documentation Tax neutral jurisdiction

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Bahamas

Introduction

Law and Taxation



Our Services

The Bahamas is a former British colony which gained independence in 1973 although it has had its own parliament for over 260 years as an independent member of the British Commonwealth. The Bahamas comprises over 700 islands in the Caribbean Sea to the southeast of Florida. Since independence, the Bahamas has enjoyed a stable democratic government.

In the same time zone as New York, the Bahamas 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.

The corporate law is governed by the International Business Companies (IBC) Act which was originally introduced in 1990 and modelled on the British Virgin Islands’ (BVI) IBC Act. It was revised in 2000 and last amended in 2011. The IBC Act requires the filing of Register of Directors and Officers at the Companies Registry on public record. The annual government fee is USD350 for authorised capital of USD50,000 or below and USD1,000 for authorised capital above USD50,000.

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.

Each Bahamian company must have a Registered Agent and Registered Office in the Bahamas, provided by a licenced 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 not 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 audited accounts. Each company shall maintain at its Registered Office a declaration stating that reliable accounting records of the company are available through its Registered Agent.

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 dialling 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. 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 corporate business for the offshore services sector as a result of the strict corporate legislation. The lasting effect on the Bahamas as a competitive offshore financial centre has yet to be seen.

OIL can incorporate a company with your choice of name and confirm the availability of names in advance. Full due diligence requirements must be satisfied before we can proceed with incorporation. All companies are provided with a complete company kit , including share certificates, four copies of the M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

Excellent local infrastructure Major offshore banking and trust centre in the Caribbean

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Belize

Introduction

Law and Taxation



Our Services

Belize is an independent country with a population of 330,000, located on the Caribbean coast of northern Central America. Belize is a member of the British Commonwealth and the United Nations. English is the official language but Spanish is widely spoken as the major ethnic group of Belize is now Latino. City of Belmopan is the capital. Belize is parliamentary democracy with two major political parties, the People’s United Party and the United Democratic Party.

The principal corporate legislation governing International Business Companies (IBCs) is the International Business Companies Act Chapter 270 established in 1990. IBCs are exempted from taxation on business activities or transactions carried outside of the Belize.

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 sercretary is not mandatory and may be of any nationality and need not be resident in Belize. The language of legislation and corporate documentation is English. If any other language is used, it must be accompanied by a translation in English.

Both the English and Chinese company name can be included on a company’s Certificate of Incorporation.

Shares permitted include: registered shares, shares of no par value, preference shares, redeembable shares and shares with or without voting rights. Beneficial owners need not be disclosed. There is no requirement to hold Annual General Meetings and meetings do not have to be held in Belize and can be held by telephone or other electronic means. IBCs do not have to file any accounts, or financial statements and there is no requirement to register initial or ongoing changes in directors or officers.

Belize has well established accounting firms, law firms and several international banks, offering a variety of products especially catered for the international clients. Belize has excellent satellite and fiber-optic telecommunication services including international roaming with its GSM network. Internet access is readily available through satellite, cable and DSL.

International courier services for express delivery through such courier services are well established.

OIL can incorporate an IBC company with your choice of name and confirm the availability of names in advance. All IBCs are provided with a complete company kit, including share certificates, two copies of the M&A, statutory registers, common seal and company chop. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as other relevant post incorporation services.

Independent country in Central America, with English as official language Cost-effective incorporations

www.oilglobal.com

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Introduction

Law and Taxation



Our Services

The British Virgin Islands (BVI) is a group of islands in the Caribbean Sea located approximately 80 kilometers east of Puerto Rico. 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 expanded rapidly. In 2004, the IBC Act was replaced by the Business Companies (BC) Act and further enhanced the jurisdiction’s popularity.

The legal system is based on English common law supplemented by local ordinances. There are no taxes levied on BCs with the exception of the annual government licence fee which is USD350 for companies with the number of shares authorised to issue equal to 50,000 or less. Companies that fail to pay their licence fee by the due date are subject to penalties and will be struck off five months after the due date. There are no exchange controls or restrictions on the flow of currency in or out of the territory.

Each BVI company must have a Registered Agent and Registered Office in the BVI, provided by a licenced service provider.

Each company must have at least one director and corporate directors are permitted. However, under the Business Companies (Amendment) Act 2005 or “the Act”, every newly incorporated company will be required to appoint first director within six 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 Act, bearer share certificates will have to be held by an approved custodian. According to the BVI Business Companies (Amendment) Act 2012, a bearer share company shall maintain a register of the company’s bearer shares, specifying the number of the bearer share certificate, full name of beneficial owner, full name of any other person that has an interest in the bearer share and the name and address of the 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 of this information if required. Often, it is advisable to keep the orginal register in the BVI for stamp duty reason.

There are no requirements for annual returns, annual meetings or audited accounts.

The BVI has now attracted a healthy number of international accounting 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.

OIL continuously holds a substantial stock of companies with a wide selection of names that are immediately available for purchase. We can also arrange to incorporate a company with your choice of name and can also confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates, five copies of the M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

The leading offshore jurisdiction Enjoys high degree of market awareness and acceptability Able to list on leading Stock Exchanges, including Hong Kong

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Cayman Islands

Introduction

Law and Taxation



Our Services

The Cayman Islands, which comprises of three islands in the Caribbean Sea south of Cuba, is a British Dependent Territory that was originally discovered by Christopher Columbus. The financial services sector is one of the main industries in the Cayman Islands, and there is a substantial commitment to the continued development of the offshore financial services industry. The reputation and popularity of the Cayman Islands have increased significantly, particularly in Asia, as it is one of the offshore centres that is approved by the Hong Kong Stock Exchange for public listings in Hong Kong. The Cayman Islands established its own Stock Exchange in 1997.

Cayman Islands’ companies law is based on English common law. The Exempted Company is the most popular type of Cayman Island company. The Cayman Islands received a Royal decree in 1798 that would free them from taxes forever and this decree remains in force. Exempted Company names do not have to end with the suffix ‘Limited’ and may apply for a 20 years tax exemption certificate, further enhancing their tax exempt status. The company name may 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.

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 licenced service provider. A minimum of one shareholder and one director are required and corporate directors are permitted. The Register of Directors, Officers and Charges shall be kept at the Registered Office. A copy of the Register of Directors and Officers must be filed with the Registrar of Companies 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. While 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 authorised signatories of Cayman Islands companies to service providers. This information is required by law for all new companies. 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.

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

OIL continuously holds a substantial stock of companies with a wide selection of names that are immediately available for purchase. We can also arrange to incorporate a company with your choice of name and also confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates, four copies of the M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

The major offshore financial centre in the Caribbean Favoured jurisdiction for investment business and mutual funds Able to list on leading Stock Exchanges, including Hong Kong

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Delaware

Introduction

Law and Taxation



Our Services

The State of Delaware is the second smallest state in America, situated on the east coast of the United States (US). About 900,000 people populate this English-speaking democratic state.

Delaware is the leading jurisdiction for the incorporation of companies in the US.

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 corporate laws in Delaware are familiar to many lawyers both domestic 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.

The minimum annual franchise tax for a Corporation with the standard minimum share capital is USD175 plus an additional USD50 filing fee for the annual franchise tax report. For a LLC, the franchise tax is USD250.

We recommend that you obtain appropriate US tax advice on the proposed activities and business location of any Delaware company. The US tax reporting requirements for US Corporations and LLCs are numerous. There are also penalties that apply for failure to comply. Please refer to the website of US Internal Revenue Service (http://www.irs.gov/businesses/index.html) for details.

The minimum number of directors and shareholders for a Corporation is one. Corporate Directors are not permitted. A President, Treasurer and Secretary must be appointed. One person can hold all 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 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 given that 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 is incorporated. LLCs may not take on the business of insurance or banking which licences are required.

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.

OIL can incorporate a company with your choice of name and also confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates for Corporation / membership certificates for LLC, four copies of the By-Laws and a copy of Operating Agreement for LLC. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as other relevant post incorporation services.

Low start-up and maintenance costs Offers excellent professional infrastructure The most popular US jurisdiction with user-friendly corporate laws and court system

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Hong Kong

Introduction

Law and Taxation



Our Services

Hong Kong is a former British Dependent Territory which became a Special Administrative Region of the People’s Republic of China with effect from 1 July 1997. Hong Kong continues to have high autonomy in the running of its affairs under a one country, two systems concept. Hong Kong remains a relative powerhouse in world trade. Despite its comparatively small population of more than 7 million, it is one of the top twenty trading economies, the world’s third largest financial centre and vies with Singapore as the largest container port by volume. Hong Kong remains the most significant gateway into Southern China.

Hong Kong’s corporate law is strongly based on British common law. Local businesses are regulated and Hong Kong regards itself as a low tax centre rather than a tax haven. Taxes are levied on profits, salaries and property with varying rates. Estate duty was completely abolished on 11 February 2006. Only profits derived in Hong Kong are assessable for taxation and genuine offshore transactions are not subject to Hong Kong tax, although the Inland Revenue Department (IRD) is extremely diligent in its determination of onshore and offshore profits.

Due to Hong Kong’s role as a major trading and entry point to mainland and Asia, the bulk of companies formed in Hong Kong are for trading purposes generally.

Chinese names are permitted and can be included on a company’s Certificate of Incorporation. Each Hong Kong company must have a local secretary and 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 and corporate directors are permitted for companies that are not subsidiaries of public listed corporations. Every private company is required to have at least one director who is a natural person.

The company should have at least one shareholder. Details of the company’s directors, shareholders and secretary must be filed at the Companies Registry and are on public record.

Each year the company must submit an annual return and penalties apply for late filings and there is an ever increasing vigilance by the Companies Registry for this purpose.

All companies must renew the Business Registration with the IRD annually and are required to file a set of audited accounts with the IRD annually.

There are in excess of one million companies incorporated in Hong Kong. With implementation of the Integrated Companies Registry Information System (ICRIS) on 28 February 2005, the new Companies Registry Electronic Search Services became available for checking company information. Numerous banks, stockbrokers and finance houses as well as all the major international legal and accounting firms are present in Hong Kong. Hong Kong is also well-served by local secretarial, corporate management and trust companies, and has an efficient modern and dynamic banking system that is designed to assist the international business community. Starting from 21 February 2011, the Companies Registry (Registry) and the IRD jointly launch a one-stop company and business registration service. Any person who submits an incorporation form of a local company or an application form for registration of a non-Hong Kong Company at the Registry will be deemed to make a business registration at the same time.

We can incorporate a company with your choice of name and can also check the availability of names in advance. All companies are provided with a complete company kit, including share certificates, four copies of the Articles of Association.

Territorial tax system Major international trade, commercial and banking centre The gateway to Mainland China, with attractive tax treaty

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Mauritius

Introduction

Law and Taxation



Our Services

Mauritius, located in the Indian Ocean approximately 1,200 miles from the southeast coast of the African continent, is a democratic republic and has a population in excess of one million. Mauritius has, at different times prior to independence, been colonised by the English and French, and as such its legal system is a hybrid of both English and French law. The Mauritius government has made a substantial commitment to the development of the financial services sector.

The Companies Act 2001, replaced both the Companies Act 1984 and the International Companies Act 1994, allows for two categories of companies, the GBL2 and GBL1.

The Category 2 Global Business Licence (GBL2) is similar in structure to an International Business Company (IBC). It is not subject to taxation in Mauritius except for an annual government fee of USD235 which is payable to the Financial Services Commission (FSC) on each 1 July and an annual registration fee of USD65 which is payable to the Registrar of Companies (ROC) on 20 January every year.

The Category 1 Global Business Licence (GBL1) may be used to access the 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 0-3% as a Tax Incentive Company. However, companies can structure their affairs to take advantage of a series of tax credits which may significantly reduce the effective rate of taxation, or may elect to pay at a higher rate to satisfy controlled foreign company legislation in the country of residence of the parent company.

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

Chinese character names are permitted and can be included on a company’s Certificate of Incorporation.

GBL2: A GBL2 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, this adds to administration costs. A return of details on beneficial owner/ultimate beneficial owner must be filed with the FSC, any subsequence charge must be notified to the FSC within one month. Every GBL2 company is required to file annual financial summary with the FSC within six months from the company’s year end.

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 six months after the close of its financial year with the FSC. Non-compliance will result in a revocation of the GBL1 licence. GBL1 companies that wish to utilise 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.

Both GBL2 and GBL1 companies must have a Registered Office and Registered Agent/ Management Company in Mauritius.

All 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 infrastructure are excellent and there are direct flights to Mauritius from both Singapore and Hong Kong.

OIL can incorporate a GBL2 company with your choice of name and confirm the availability of names in advance. All GBL2 companies are provided with a complete company kit, including share certificates, four copies of the Constitution, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

Offers GBC1 and GBC2 incorporations Extensive tax treaty network for GBC1 companies; GBC2 companies tax exempt The gateway to Africa

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Samoa

Introduction

Law and Taxation



Our Services

Samoa, which changed its name from Western Samoa in July 1997, is a group of nine islands situated in the South Pacific, east of the International Date Line. At various times, it has been administered by Britain, Germany and New Zealand. Samoa, where English is the language of government and commerce, became independent in 1962 and retains a parliamentary form of government. Since independence, it has developed into a politically stable nation.

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:

(i) Chinese character names (and other foreign languages) are permitted, in addition to English names on the Certificates of Incorporation, in a properly supervised manner;

(ii) Documents may be filed in any language with English translation and declaration of true translation. We have developed a Chinese language M&A to make Samoan companies even more appealing to Chinese language jurisdictions;

(iii) Companies may pay their licence fees for 5, 10 or 20 years in advance and substantial discounts are offered to companies that elect to take up this offer;

(iv) In order to attract business from more expensive jurisdictions, Samoa has, in August 1998, introduced a new legislation that enables the easy migration of companies in a convenient and effective manner. The government fee for re-domiciling is USD100. Samoa has also reduced the annual licence fees for these companies (no matter what the authorised capital is) and announced a special offer for re-domiciled companies at only USD100.

Provision has been made to allow the filing of documents and maintenance of accounts by electronic means.

Chinese names are permitted and can be included in a company’s Certificate of Incorporation.

All companies must have a minimum of one director, one shareholder and a secretary. Corporate directors are permitted. Bearer share are no longer allowed. All companies must have a Registered Office and a Resident Agent in Samoa which must be a licenced trust company. There are requirements for Samoan companies to prepare Register of Members, Secretaries and Members and for these to be kept at the Registered Office. The register of members or a copy of the register shall be maintained at the Registered Office within six month of the date of incorporation. The shareholders may waive the requirements for audited accounts. Any person who files an instrument or statement of charges with the Registrar must lodge a copy of the filed instrument or statement with the Company’s Registered Office within seven days of it being filed or request that the Registrar gives notice of the lodgement of the instrument or statement to the Registered Office. Where the instrument or statement is not lodged with the Registrar, it shall be voided against a liquidator and any creditor of the company.

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. At present, there are four retail banks in Samoa. Another important feature is the presence of a Chinese Embassy which is particularly helpful when legalising or apostilling documents required for transactions and business in mainland China.

OIL has a large stock of companies with English names, English and Chinese names, and the M&A in English and Chinese characters, which are immediately available for purchase. We can incorporate a company with your choice of name and can also confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates, four copies of the M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

Efficient and cost effective incorporations and re-domiciliations Company names and various documents available in the Chinese language PRC embassy on location for convenient legalisation

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Seychelles

Introduction

Law and Taxation



Our Services

Seychelles is an independent Republic within the British Commonwealth with a population of approximately 82,000. Seychelles comprises a group of approximately 115 islands in the Indian Ocean, most of which are situated between four and five 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.

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 International Business Companies (IBCs Act) is the International Business Companies Act (IBCs Act) 1994. IBCs are exempted from taxation on business activities or transactions carried outside of the Seychelles.

IBCs are required to have at least one director and one shareholder, who 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 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.

Both the English and Chinese character name can be included in a company’s Certificate of Incorporation.

Shares permitted include: registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Beneficial owners need not be disclosed. There is no requirement to hold Annual General Meetings and meetings do not have to be held in Seychelles and can be held by telephone or other electronic means. IBCs do not have to file any accounts, or financial statements and there is no requirement to register initial or ongoing changes in directors or officers. An Annual Return in the form of a written declaration shall be furnished to the Registered Agent as follows:

a) if the company’s annual renewal date (i.e. anniversary of the company’s incorporation date) is from 1 January to 30 September, the Annual Return must be lodged by 31 December of that same year; and

b) if the company’s annual renewal date (i.e. anniversary of the company’s incorporation date) is from 1 October to 31 December, the Annual Return must be lodged by 31 December the following year.

The Annual Return shall provide to the effect that:

a) the company is keeping accounting records in accordance with the IBC Act and that such records can be made available through its Registered Agent in Seychelles;

b) the company’s Share Register (Register of Member) located at the Seychelles Registered Office is complete and up-to-date; and

c) the company’s Register of Director located at the Seychelles Registered Office is complete and up-to-date

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 Seychelles with local management companies, accounting and legal firms to provide support.

OIL can incorporate an IBC company with your choice of name and confirm the availability of names in advance. All IBCs are provided with a complete company kit, including share certificates, two copies of the stamped M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. In addition, OIL can assist clients in obtaining certificates of good standing and other certificates of corporate existence, as well as relevant post incorporation services.

Cost effective IBC incorporations, growing in popularity Access to expanding network of tax treaties for Companies Special Licence (CSL) companies Chinese characters allowed in company names Availability of PRC embassy

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Singapore

Introduction

Law and Taxation



Our Services

Singapore is located on the southern tip of Malaysia peninsula. Being one of the original tiger economies, Singapore is now a major international financial and trading centre, and rivals Hong Kong as the world’s biggest container port. Singapore has a reputation for being highly regulated, while in reality, it is a carefully administered jurisdiction.

Singapore has a British based legal system and corporate law operates on a common law basis. 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. From Year of Assessment (YA) 2010, companies are taxed at a flat rate of 17% on their chargeable income. A newly incorporated company that satisfies the qualifying conditions can claim for full tax exemption on the first SGD100,000 of normal chargeable income (excluding Singapore franked dividends) for each of its first three consecutive YAs. Estate duty was abolished on 15 February 2008.

Please consult your tax accountant to fully understand how and when the exemptions apply.

Each Singapore 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 accounts 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.

The current law allows an exempt private company to be exempted from audit requirements in respect of a financial year if its revenue in that year does not exceed SGD5 million for financial years starting on and after 1 June 2004.

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.

Subject to the Companies (Amendment) Act 2004, private companies may dispense with Annual General Meeting.

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, Singapore companies are well positioned to take advantage of its many tax treaties.

OIL has standard shelf companies, and those with Land Dealings Unit (LDU) clearance certificates that are meant for acquisition of local residential properties, available for immediate purchase. We can also incorporate a company with your choice of name and also confirm the availability of names in advance. All companies are provided with a complete company kit, including share certificates, four copies of the M&A, statutory registers, common seal, company chop and a certificate of guarantee of quality. Our package will also include the preparation of documents for the initial secretarial requirements and changeover of director and shareholder.

Major international financial and trading centre Tax efficient legislation Extensive tax treaty network including China

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Jurisdictions British Virgin Islands Anguilla Cayman

Islands Delaware Hong Kong Mauritius Samoa Seychelles Singapore Jersey RAK (UAE) United Kingdom Bahamas Labuan Belize Panama Nevis

OIL’s Rating ***** ***** ***** ***** ***** ***** ***** ***** ***** **** **** **** *** *** *** *** ***Basic InformationPolitical Stability Good Good Good Good Good Good Good Good Good Good Good Good Good Good Good Fair GoodBritish Based Legal System Yes Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No YesType of Company BC IBC Exempted Corporation LLC Ltd GBL1 GBL2 Int’l A IBC Pte Ltd C Ltd IBC Pte Ltd IBC Ltd IBC Corporation CorporationMigration of Domicile Permitted Yes Yes Yes Yes Yes No Yes Yes Yes Yes No Yes Yes Yes Yes Yes Yes Yes Yes

Tax by Jurisdiction on Offshore Profits Nil Nil Nil Nil L Nil L Nil 15% Nil Nil Nil Nil Nil Nil Nil Nil 3% or RM20,000 Nil Nil Nil

Corporate RequirementsMinimum Number of Shareholders 1 1 1 1 N/A 1 1 1 1 1 1 1 1 1 1 1 1 1 1Minimum Number of Directors 1 1 1 1 N/A 1 2 1 1 1 1 1 1 1 1 1 1 3 1P

Corporate Directors Permitted Yes Yes Yes No N/A Yes N No Yes Yes Yes No Yes G Yes Yes N Yes Yes Yes Yes YesSecretary Required No No No Yes No Yes F Yes No F Yes No Yes Yes Yes No No Yes No Yes YesStandard Authorised Capital/Shares 50,000 shares US$1M US$50,000 1,500NPV H N/A N/A N/A N/A US$1M US$1M N/A £1 N/A N/A US$50,000 N/A US$50,000 500NPV H US$100,000Bearer Shares Permitted Yes E YesE Yes E No N/A No No No No No No No Yes E Yes No No Yes E Yes O Yes E

Local RequirementsRegistered Office/ Registered Agent Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes M Yes Yes Yes M Yes Yes Yes Yes YesCompany Secretary No No No No No Yes Yes No No No Yes F No No No No Yes No No NoLocal Directors No No No No N/A No Yes No No No Yes No No No No No No No NoLocal Meetings No No No No No No Yes No No No No No No No No No No No No

Due Diligence/DisclosureDue Diligence Required Yes Yes Yes Yes Yes No Yes Yes Yes Yes No Yes Yes Yes Yes Yes Yes Yes YesDisclosure of Beneficial Owner on Public File No BA No BA No BA No BA No BA No No BB No BB No BA No BA No No BB No No No BA No BA No BA No BA No BA

Government Filing of Register of Directors Optional Optional Yes Yes N/A Yes Yes Yes Optional No Yes No Yes Yes Yes Yes No Yes NoGovernment Filing of Register of Shareholders Optional Optional No No N/A Yes Yes Yes Optional No Yes Yes Yes Yes No Yes No No No

Annual RequirementsAnnual Return No No Yes Yes No Yes No No No Yes Yes Yes No Yes No Yes No No NoAudited Accounts No No No No No Yes Yes No K No No Yes D No No No D No Optional No No No

Chinese Language FeaturesChinese Name Allowed on C of I Yes Yes Yes No No Yes Yes Yes Yes Yes No Yes No No No Yes Yes No NoChinese M&A Available Yes Yes No No No Yes No No Yes Yes No No No No No No Yes No No

Shelf Companies Available at OIL – – – – – – – – – – – –Days to Incorporate Companies on Request (Approx)J

English Name 2 1 7 2 2 1/5Q 16 7 1 2 2 2 2 2 8 6 1 10 4English & Chinese Name 2 2 15 – – 1/5Q 16 7 1 2 – 2 – – – – 1-2 – –

Comparison Chart

This Comparison Chart is intended to provide an overview of key corporate features of the various jurisdictions. The content is general in scope and should not be relied upon as advice. OIL strongly recommends that applicable professional advice be taken prior to purchasing a company or establishing any corporate structure.

Every effort has been made to ensure that the content within this Comparison Chart is correct and up-to-date. OIL does not accept any responsibility, legal or otherwise, resulting from any errors or omission. Fees quoted may be subject to change.

A Long Life Companies available

BA Only to Registered Agent

BB Only to Government Authorities and Registered Agent

C Singapore Companies with Land Dealings Unit (LDU) certificate available

D Small private exempt company exempted from audit

E Subject to custodial provision

F Restrictions exist re same person acting as director/shareholder/secretary

G Corporate director has to be either regulated or licenced

H NPV = Share of No Par Value

I Additional fees may apply for Chinese names and/or M&A, initial offices, or other requirements

J After name is approved; timing represents availability of C of I copy. Original C of I and company kit is typically available in the following week

K A Financial Summary is required to be filled with the FSC

L Tax advice should be obtained in relation to issues on Federal Tax and Tax forms reporting requirements

M Concept of Registered Agent is not applicable

N At least one director must be a natural person

O Law adopting a custody regime applicable to bearer shares enacted and shall come into effect in Aug 2015

P For sole shareholder companies

Q One day for e-submission and five days for paper filing

Notes:

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OIL OfficesBritish Virgin islandsOffshore incorporations Centre, PO Box 957 road town, tortola, British Virgin islandst +1 284 494 8184F +1 284 494 [email protected]

ChinaBeijingsuite 7008-7009, tong guang Mansion no. 12 the agricultural Exhibition hall nan li Chaoyang district, Beijing 100025, P.r. Chinat +86 10 6567 3238F +86 10 6567 [email protected]

guangzhou2604 Peace World Plaza, 362 huan shi dong road guangzhou 510060, P.r. Chinat +86 20 8384 8101F +86 20 8384 [email protected]

shanghaisuite 1203-1205a, Westgate tower no. 1038 nanjing West road, Jing’an district shanghai 200041, P.r. Chinat +86 21 6287 7779F +86 21 6287 7739 / 6287 [email protected]

shenzhensuite 1709, new World Centre, 6009 Yitian road Futian district, shenzhen 518039, P.r. Chinat +86 755 8830 7204F +86 755 8347 [email protected]

China toll Free hotline10800 852 1209 (China netcom)10800 152 1209 (China telecom)

CYPrus2nd Floor, sotiri tofini 4, agios athanasios limassol 4102, Cyprust +357 2582 0114F +357 2581 [email protected]

duBaidubai international Financial Centre Emirates Financial towers (EFt) Office 4, level 20, south tower PO Box 115262, dubai united arab Emiratest +971 4 351 8530F +971 4 351 [email protected]

hOng KOng12th Floor, ruttonjee house, 11 duddell road Central, hong Kongt +852 2521 2515F +852 2810 [email protected]

singaPOrE80 raffles Place, #16-20 uOB Plaza 2 singapore 048624t +65 6438 0838F +65 6438 [email protected]

taiWanroom a, 7/F, no.132, sec. 3, Min sheng East road taipei 105, taiwan r.O.C.t +886 2 2718 2222F +886 2 2719 [email protected]

unitEd KingdOMsuite 12a, 55 Park lane, london W1K 1na, united Kingdomt +44 20 7290 2478F +44 20 7268 [email protected]

For more information about OIL, please visitwww.oilglobal.com

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