Сommon Company Questions

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Сommon Company Questions

If I want to open a bank account for an existing company that is older than 3 months, does it require any additional documentation?

Banks in any jurisdiction has the right to request any documents in order to understand the activities and structure of the company. In this sense, one of the key documents for existing companies is a Certificate of Good Standing, which must be provided as requested.

Who is responsible for the preparation of reports to be submitted to tax authorities in Singapore?

Authorised persons of any company, such as a Director or authorised company secretary are usually responsible for drawing up the company’s annual report. As a general rule, company’s typically transfer the responsibility of financial statement preparation to professional service providers. The service providers experience and knowledge in this area will competently prepare reports on behalf of the company. It is worth noting that the reports must be approved by the Company Director.

How is the flow of returns to tax authorities in Singapore?

Each Singapore Company must submit a declaration on the expected taxable income, to pay tax for the final 3 months at the end of the fiscal year. Mandatory submission of form C is required (a form regarding the refund of overpaid taxes). The IRAS (the tax authority of Singapore) will then send the notice of the payment of taxes to the address of the registered company office. The tax must be paid within one month from the date as specified in the notice.

What are the advantages of using Eltoma Corporate Services as a service provider to help with the opening of bank accounts?

When registering a company, Eltoma Corporate Services provides an inclusive package of corporate documents as certified by apostille required by banks. The package is essential for the majority of banks in terms of company reliability and good standing. When opening an account, we view the role of creating a positive first impression to the bank. Transparency & comprehensiveness of the description of the business, including future development prospects are good indicators when considering the client portfolio.

Eltoma Corporate Services expert services include a full assessment of your business, aimed at presenting the positive aspects of your company which we know fulfils their requirements. We will be happy to provide professional advice, dedicated to providing what information may not be best to provide in the primary filing of documents. Our experts will take control over the procedure of consideration of each application, taking care of any hassle of negotiating with the bank managers to accelerate the process.

If you are at the stage of general business planning, be sure to use the full range of services available for registration to ensure the process is smooth and hassle-free. Using a service provider will greatly save your time, as our experts will prepare you for submitting documents to the bank, as well as providing a necessary list of documents required to open a bank account upon registration.

How much is a Belize company renewal fee taking into consideration that the renewal procedure wasn’t conducted for the previous fiscal period?

If the company extension has not been applied and paid for, on December 31st, the company will be automatically excluded from the Register of Companies. You will need to pay a fee to restore the company, as well as a fine for the annual year(s) unaccounted for in order to be assigned Good Standing status.

Is it considered to be a change of company structure if a company purchases or holds shares of another company while incorporating another company?

If during the implementation of these operations, the company did not change Shareholders, Directors or Beneficiaries, such changes to the company structure are not required.

Do Eltoma Corporate Services have to provide a certified copy of the passport and confirmation of beneficiary company’s address for long-standing customers?

Yes, we have to provide beneficiary data due to the current EU legislation for combating money laundering, in accordance with European Directives and the Republic of Cyprus. As per the Directive, the agent’s relevant documents should be requested at the time of registration or opening an account, and be updated on a regular basis.

Do dormant companies have to pay annual fees for company services as well as public duties?

Yes, both payments are mandatory, even if the company is classed as dormant and did not carry out any trading operations.

What is the procedure for taxation of capital gains income (accruing from the sale of shares or assets) in Cyprus?

The source of any profit deriving from the sale of shares is excluded from the tax base as per legislation in Cyprus. The situation is similar with dividends; they are also not subject to taxation.

What documents are needed to change the Company Secretary/service provider?

The company has the right to change their service provider, using the specified procedure as per the current provider. Usually in the form of supplying a notification letter of the decision to change. To change the Company Secretary the following documents are required:

  • A complete set of corporate documents (apostilled as required).
  • A certificate confirming reliability of the company (also known as Certificate of Good Standing).
  • Confirmation that all financial statements from the previous service provider have been passed on and all fees have been settled accordingly.

If a company uses a nominee service, the new service provider shall replace the previous nominees. Eltoma Corporate Services KYC (know your client) procedure requires individuals to provide the new service provider identification documents confirming the names of the beneficiary, the signatory, the shareholder and director of the company, a valid passport for the company owner, and a utility bill (no older than three months).

Is it possible to register a company in Singapore without using the abbreviation LTD at the end?

If you choose the appropriate legal form of a company structure, the legal title PTE or LTD for all Singapore companies is required to include this.

What is the IP box regime in Cyprus?

This is a special tax regime regarding intellectual property rights in Cyprus, in use since 2012. Under the regime, companies are entitled to deduct 80% of their net profits accruing from the use of or sale of intellectual property that meets certain requirements, as contingent expenses. Therefore, the effective income tax rate for companies, holding intellectual property rights is 2.5%.

What is the difference between a trust in Panama and a fund in Panama?

The key difference between these structures is that a fund is a legal entity with mandatory registration. As for a trust, currently there are still jurisdictions that do not require registration information about the content of the trust or trust agreement. Eltoma will be happy to assist with the registration of both structures and the detailed planning for the protection of assets within the two structures accordingly.

Do Singapore tax authorities increase the authorised share capital of a company?

Any increase in the authorised share capital of a company in Singapore is not subject to taxation, except in the event of a sale of the company to another owner, in which it is necessary to collect payment of stamp duty, to the amount of 0.2% of the actual value of the shares or the net assets value per share.

When purchasing software for a holding company, can subsidiary companies use the same license?

Affiliate & subsidiary companies have the right to use the software license so long as the item is registered in the contract upon the transfer of a simple non-exclusive license for the software.

What is a non-exclusive license to use software?

Non-exclusive license refers to the transferal of the seller (by copyright). The receiver does not own exclusive rights to the software, only the right to use it.

What is a Tax Compliance document in Cyprus and how quickly it can be obtained?

The correct name for this certificate is: Tax Clearance Certificate.The issuance cost for the certificate is 200 + Vat. It takes approximately 5 working days to obtain.

When can companies in Singapore create an application for Waiver of Income Tax Return (Form C/Form CS)?

This form allows for exemption from filing tax returns for businesses in Singapore. This application may be filed if the company is currently dormant and has no plans to conduct any business activities to generate income over the next 2 years.

If you register a trademark in Europe, is it valid in China?

No, it will not be valid in China. This is due to the fact that each country has its own body of registration of trademarks. But it is possible to create a strategy for global trademark protection in areas that are important to the client.

If a Singaporean company has a bank account based in Singapore, with funds from profit arising from activities conducted outside Singapore, will it be taxed?

Due to the territorial principle of taxation in Singapore, if the company is a resident of Singapore, any business profit made outside of Singapore will be taxed.

Is there any time a company in Singapore does not have to submit audited statements?

The company will be exempt from filing audited financial statements if it is recognised as a “small business”. Criteria for the recognition of small companies is as follows:

1. It should be a private company.

2. The company must meet two of three criteria:

  • Turnover – less than SGD $10 million.
  • Assets – less than SGD $10 million.
  • Number of employees – less than 50 people.

What is meant by the term offshore?

Offshore means a state or a territory, outside of your country of residence which usually provides significant tax reductions and has other benefits such as not requiring the submission of annual tax and financial reporting, any such requirements are simplified.

What are the maintenance costs associated with a foreign company?

Depending on the jurisdiction, the composition of the company’s maintenance costs may be different. As a general rule, there are significant costs in the initial set up of the company, including the legalisation of documents; management accounting, auditing, filing reports to the state authorities. Including generally corporate taxes (in jurisdictions where applicable). If you need to make structural changes to the company or obtain additional certificates, these services will be billed separately.

Additionally, from the second year of existence, offshore companies have to pay a fixed annual fee; the amount is generally set by local authorities. Paying these fees are necessary for the continued existence of the company, contributing to the good standing status and preserving it in the administrative register of companies. Delay in the payment of such duties can result in the imposition of additional fines and failure to pay the annual fee after a certain period entails the exclusion of the company from the administrative registry.

After how many years can a company officially restore the name to the registrar of companies after it was removed?

Possible recovery period depends on the specific jurisdiction. For example, in Belize and the Seychelles a company can be restored within three years following the striking off from the registrar. In The British Virgin Islands it takes up to 10 years. In Singapore, the company can be restored to the register within 15 years from the date of its official striking off.

What is verification?

The origin of the English word verification comes from the Latin the veritas – “the truth.” Verification is the process of confirming the authenticity of the data. Verification is typically used, in order to confirm any required client identity documents.

What is Due Diligence?

The term Due diligence is used to indicate measures undertaken to ensure compliance with relevant regulations and legislation, ensuring the exclusion of involvement in illegal activities, including activities related to money laundering of profits derived from crime and terrorist financing, etc.

What is a Certificate of Good Standing?

The concept of Certificate of Good Standing determines the trustworthiness of a company or organisation. It is an official document confirming that the company is duly registered in certain jurisdictions, the company name is legitimately held in the Register of Companies, the company is up to date with all taxes, license fees and is not in liquidation or the process of termination.

Is there a state duty in Singapore due as an annual payment?

In Singapore there is no annual state fee.

Can I get a Forex license for trading in Cyprus?

This license can be found in Cyprus. Activities in Forex companies are regulated by the Cyprus Securities Commission (CySec). Eltoma Corporate Services provides services for obtaining the license and integrated support of forex companies in Cyprus, from the stage of initial company registration to obtaining all the necessary permits and services of internal audit. Click here to find out more.

Is it possible to pay the company’s authorised share capital using stocks or bonds?

The share capital may be paid by any tangible assets as long as they have authorised share value (i.e that they are confirmed by relevant documentation).

What are pre-emptive rights?

A pre-emptive right is a Shareholders right, resulting in the withdrawal from the company by existing Shareholders. In this case, the remaining Shareholders receive a preferential right to purchase shares from the departing Shareholder.

Who is the Beneficial Owner?

The Beneficial Owner (BO) is the real owner of the company. Unlike Nominee Directors & Shareholders, the BO actually manages the company, regarding all transactions, including signing contracts, opening bank accounts etc. To this end, the Beneficiary Registration Company issues a Power of Attorney from a Nominee Director, authorising it to conduct company affairs (general Power of Attorney).

What are the fees associated with the preparation of financial statements for a company that did not participate in trading?

The standard price for reporting a company that had no activity, i.e. a “dormant” company is €350 (euros). The company is considered dormant if it does not carry out activities to make a profit. Administrative costs for offices or services, for example, secretarial services, will not apply to active operations and will not be recognised as an operational business transaction.

Will company documentation have legal force if they are signed by the Director, without being printed? Will the bill be valid if it is printed on the letterhead, but without signatures and seals?

For documents, the main signature of the Director is required. The document has no legal force without the signature of the Director, even if the document is printed. The document can be valid without a signature and without printing, except with no legal force.

Our client sees no further business for themselves and any economic activity of his Hong Kong company has collapsed, with no money in the company bank account and no outstanding tax debt. However, founders do not strive to sell their property with no prospects to make any revenue. How can Hong Kong authorities classify the action or inaction of founders if they do not find funds for registrars and clerks to audit for the financial year? What is the procedure if the company has its good standing status lifted?

We would like to clarify that the license in Hong Kong must be paid prior to the date of the company’s incorporation. In the event of a non-payment, relevant fees will apply and the company will not be issued a new Business Registration Certificate and the company has its good standing status removed. Accordingly, the register has the right to convert the company to strike off status (which effectively means that the company is not active). The terms are all stated upon the initial request of third parties (creditors, tax authorities etc). The company can be restored, and the claims can be brought about in court. The responsibility then falls with the Director of the company.

What is the TIEA? (Tax Information Exchange Agreement).

The TIEA is based on a model agreement established by the OECD (Organisation for Economic Cooperation and Development). It will allow for the exchange of information by request on criminal and other tax matters in accordance with the agreed regulations.

An example can be found in The British Virgin Islands; BVI has been active in international efforts in the fight against financial crimes for a long time and is committed to the development and compliance with the global standards on money laundering and terrorist financing.

Inclusive of this recently signed agreement, the BVI has signed 27 TIEAs to date with Ireland, the Kingdom of the Netherlands, Curacao, St Maarten and Aruba, the United States, the United Kingdom, Australia, New Zealand, France and the Nordic Alliance of Sweden, Norway, Finland, Denmark, Iceland, The Faroes and Greenland and China, India, Germany, Poland, Portugal, the Czech Republic, the States of Guernsey, Canada, Japan and more recently South Korea.

What are the eligibility criteria for obtaining the Singapore Employment Pass?

The applicant must sign an employment contract with a well-established Singaporean organization that guarantees a minimum fixed monthly salary of S$6,000. A professional qualification (Master degree, Certificate) from an accredited university is also a must.

The candidate will have to complete the Self-Assessment eligibility test on the Ministry of Manpower of Singapore prior to applying. Only local persons can apply for the Employment Pass. Candidates, who wish to bring their family with them, need to submit application also for the Dependent Pass. In this case the Employment Pass holder would be required to have a monthly gross salary of at least S$10,000- S$12,000.