Jurisdictional Comparison for Companies vs Jersey

 

Jersey

  • Information on beneficial owners to Service provider and Jersey Registry (for 10% beneficial owners on a confidential basis)
  • Unrestricted objects – powers of natural person
  • JFSC consent to issue shares (save for certain regulated companies)
  • File the memorandum of association and articles of association with the Registry

Incorporation in 1-2 days (within 4 hours possible with optional £200 expedition fee)

  • Minimum of 1 director for private company
  • Minimum of 2 directors for public company
  • Corporate director permitted
  • Every company to have a secretary (can be a company)
  • Local director not required (save where undertaking regulated business)
  • Can hold meetings anywhere via electronic means or physically
  • Appointment of officers is wholly optional
  • AGMs and EGMs can be held anywhere
  • No requirement to hold AGMs unless articles provide otherwise 
  • Local registered office required
  • Documents required to be kept there are: copy register of directors and secretaries, copy register of shareholders, minutes of all directors' and shareholders' meetings
  • Local registered agent required (administration function only)
  • Annual Return with payment of appropriate annual fee must be filed in February each year
  • Annual accounts required, but no need to file them unless a public company
  • Every company shall keep proper records of accounts
  • No audit is required unless fund, public company or articles require it. Ability to disapply requirement for a particular period if all members of company agree 
  • Information on beneficial owners to Service provider and Jersey Registry (for 10% beneficial owners on a confidential basis)
  • Know your customer checks - corporate service provider
  • Name and address of registered office is publicly available
  • No publicly available register of members, directors or shareholders  
  • Charges register (if any) kept at registered office and open to shareholders
  • Filing and approval
  • Penalty for untrue statements
  • Permitted
  • Power to make regulations for demergers 

GMT

Pro’s

  • Tax efficient
  • Has its own Stock Exchange
  • Can list own securities as treated equal to UK securities
  • Has three CREST enabled registrars
  • 30 min flight time to London
  • Full suite of service providers (banks, lawyers, accountants, fund/trust and corporate administrators, registrars, 5 star hotels)
  • International reputation 40+ years working with City of London

Bermuda

  • Bermuda Monetary Authority (BMA) – vetting of beneficial owner
  • Restricted business
  • Individual ultimate beneficial owner holding 5% or more interest must submit a personal declaration to the BMA
  • File the memorandum of association with the Registrar of Companies

Incorporation in 2-3 days

  • Minimum of 1 director
  • Corporate director permitted
  • Can hold meetings anywhere via electronic means or physically
  • A president and vice-president or chairman and a deputy chairman, who must be directors of the company
  • AGMs and EGMs can be held anywhere
  • Local registered office required
  • Documents required to be kept there are:  minute book; incorporation documents including memorandum of association and bye-laws; register of directors and officers; share register (unless otherwise notified to Registrar); accounting records

3 alternatives:

  • Bermuda resident representative and resident secretary; or
  • Two Bermuda resident directors; or
  • One Bermuda resident director and resident secretary

If company’s shares are listed on an appointed stock exchange, one Bermuda resident representative required

  • AGM shall (unless waived) be convened at least once in every calendar year to
    • approve audited statements
    • appoint auditors
    • determine the maximum number of directors
    • elect directors
  • Directors’ meeting shall be held prior to the AGM to
    • approve audited financial statements
    • convene AGM
  • Directors’ meeting shall be held immediately following the AGM to elect officers
  • Annual government fee and declaration
  • Waiver allowed – by all directors and shareholders
  • Shall keep proper records of accounts
  • Keep quarterly or biannual financial/ management accounts at the registered office in Bermuda
  • Reviewed by directors and resident representative
  • Disclosure of ultimate beneficial owners
  • Personal declaration and compliance forms for members holding over 5%
  • Corporate documents are available for public inspection or search except for bye-laws
  • Publicly available information: register of directors and officers; register of charges; memorandum of association
  • Disclosure of beneficial owner to Bermuda regulator
  • Filing only
  • Exemptions for professional and institutional investors
  • Penalty for untrue statements

Permitted

-4

Pro’s

  • Tax Efficient
  • Has its own Stock Exchange

Con’s

  • Time Difference
  • Within US Tax Reach
  • Have to Issue Depository Interests as not treated equal to UK Securities

British Virgin Islands

  • Service provider – vetting of beneficial owner
  • Unrestricted objects – powers of natural person
  • File memorandum and article of association with Registrar of Corporate Affairs

Incorporation in 24 hours

  • Minimum of 1 director
  • Corporate director permitted
  • Can hold meetings anywhere via electronic means or physically
  • Appointment of officers optional
  • AGMs and EGMs can be held anywhere
  • No statutory requirement for holding director or shareholder meetings
  • Subject to the memorandum and articles of association, an annual general meeting may be held as the directors deem necessary or desirable

 

  • Local registered office required
  • Documents required to be kept there are: copy register of directors; copy register of shareholders; register of mortgages and charges (if any)
  • Local registered agent (administration function only)
  • Annual licence fee is based on level of authorised share capital
  • Shall keep such accounts and records as necessary to reflect the financial position of the company
  • May be kept at registered office or at such other place as the directors determine
  • No audit required
  • Disclosure of ultimate beneficial owners
  • Source of funds verification form
  • Compliance form
  • Corporate documents are partially available for public inspection or search including: name and address of registered office and agent; certificate of incorporation; memorandum and articles of association; certificate of good standing; voluntary winding up.
  • No requirement to file register of mortgages and charges with local registry
  • Not publicly available: register of members, register of directors and officers
  • Disclosure of beneficial owner to registered agent and custodian of bearer share
  • No filing requirements

Permitted

-4

Pro’s

  • Tax Efficient

Con’s

  • Time Difference
  • Within US Tax Reach
  • Have to Issue Depository Interests as not treated equal to UK Securities
  • No stock exchange of its own

Cayman

  • Service provider – vetting of beneficial owner
  • Chinese name possible
  • Unrestricted objects – powers of natural person
  • No governmental consent

Incorporation in 1-2 days (within 24 hours possible with optional US$500 expedition fee)

  • Minimum of 1 director
  • Corporate director permitted
  • Can hold meetings anywhere via electronic means or physically
  • Appointment of officers are wholly optional, although it is advisable (and usual) for the board of directors to appoint secretary
  • AGMs and EGMs can be held anywhere
  • No statutory requirement for holding AGM
  • Local registered office required
  • Documents required to be kept there are: register of directors and officers; register of mortgages and charges
  • Local representative and resident officers not required
  • Annual return with payment of appropriate annual fee must be filed in January each year
  • Every company shall keep proper records of accounts
  • Accounts do not need to be kept at the registered office
  • No audit required
  • Disclosure of ultimate beneficial owners
  • Bank reference
  • Name and address of registered office & agent are available for public inspection or search
  • Not publicly available – register of members, register of directors and officers, charges register
  • Charges register is kept at registered office and open to creditors and shareholders
  • Disclosure of beneficial owner to corporate service provider
  • No filing requirements

Permitted

-5

Pro’s

  • Tax Efficient
  • Has its own Stock Exchange

Con’s

  • Time Difference
  • Within US Tax Reach
  • Have to Issue Depository Interests as not treated equal to UK Securities

Guernsey

  • Service provider – vetting of every shareholder holding more than 25% and each director
  • Unrestricted objects 

Incorporation in 24 hours (within 2 hours possible with optional £350 expedition fee and within 15 minutes possible with optional £750 expedition fee)

  • All directors must be registered with the Registry
  • Minimum of 1 director
  • Corporate director permitted
  • Local director not required (save where undertaking regulated business)
  • Appointment of secretary and officers optional
  • Can hold meetings anywhere via electronic means or physically
  • AGMs and EGMs can be held anywhere
  • AGMs can be dispensed with/by shareholder agreement
  • Local registered office required in certain circumstances
  • Documents required to be kept there are: copy register of directors and copy register of shareholders
  • Local registered agent (administration function only)
  • Annual return required
  • Annual accounts required, but no need to file them unless a public company
  • Every company shall keep proper records of accounts
  • Audit required (unless company is exempt, members of company have passed a waiver resolution or company is regulated)
  • Disclosure of beneficial ownership to corporate services provider
  • Not publicly available – register of directors and officers, charges register
  • As matter of good corporate governance, the charges register (if any) is kept at registered office and open to shareholders
  • No filing requirements

Permitted

GMT

Pro’s

  • Tax Efficient
  • Has its own Stock Exchange
  • Can list own securities as treated equal to UK securities
  • Same time zone as London
  • 30 min flight time to London 

 

Isle of Man

  • Service provider – vetting of beneficial owner
  • Unrestricted objects – powers of natural person
  • File the memorandum and articles of association with the Registrar of Companies

Standard turnaround is 24 hours 

  • Minimum of 1 director
  • Corporate directors permitted
  • No requirement for secretary
  • Can hold meetings anywhere
  • Must have a regulated agent
  • ​AGMs and EGMs can be held anywhere
  • Local registered office required
  • Documents required to be kept there are: signed copy of memorandum and articles of association; register of members, directors and charges; copy of all documents filed, accounting records and minutes
  • Local registered agent required
  • An office which can be the Manx (Isle of Man) address
  • Annual return required on the anniversary of incorporation
  • Accounts Compliance Declaration
  • Annual return with directors’ details
  • Every company shall keep proper records of accounts which are open to inspection by directors and shareholders. There is no requirement to to file accounts
  • No audit required
  • Name and address of registered office & agent are available for public inspection or search
  • Corporate documents are partially available for public inspection or search including: name and address of registered office and agent; certificate of incorporation; memorandum and articles of association; certificate of good standing
  • Optional to file register of mortgages and charges with local registry
  • Disclosure of beneficial owner to corporate service provider
  • Optional filing

Permitted

GMT

Pro’s

  • Tax Efficient
  • Can list own securities as treated equal to UK securities
  • Same time zone as London
  • 1 hour flight time to London
  • Full suite of service providers

Con’s

  • In the UK tax footprint – have to pay UK Value Added Tax of 20% on all fees and services
  • No stock exchange of its own

Labuan

  • Approval by the Registrar is within 24 hours
  • The applicant must appoint a licensed Labuan trust company, which should conduct its own due diligence on the prospective client
  • Powers of natural person

Incorporation in 1-2 days for manual applicants

  • Minimum of 1 director for individual or corporate entity
  • Resident director is optional
  • Corporate director permitted
  • Directors meeting required annually
  • Must have a resident secretary
  • Can hold meetings anywhere
  • Meetings can be held anywhere
  • The principal office of a Labuan trust company is treated as the registered office of a Labuan company
  • Local registered agent required
  • Annual return required – not later than 30 days from the date of the incorporation of the Labuan company
  • Not required to file accounts if company pays a flat tax rate of RM20,000
  • Audit requirements optional, except for Labuan companies opting to pay 3% tax per annum on audited net profits and licensed companies such as banks, insurance entities and trust companies
  • Required to prepare accounts
  • Certain confidentiality provisions in place
  • There are no public records of Labuan companies
  • No person may divulge to others any information concerning the shareholding, management and any business, financial or other transactions of a Labuan company
  • It is necessary to disclose the identities of directors and shareholders of Labuan companies to the authorities for internal records, but not the identity of beneficial owners
  • A register of directors is kept at the registered office of the company and is available for public inspection
  • No filing requirements

Permitted

+7

  • Attractive tax benefits
  • More than 50 of the world's top banks have branches in Labuan
  • Legislation launched in 2010 is set to enhance the competitiveness of Labuan IBFC in the offering of a wider range of financial products and services, conventional and Islamic, as well as continue to maintain the status of Labuan IBFC as a well regulated centre. The legislation will also ensure that the business transactions and practices in Labuan IBFC continue to be conducted in accordance with internationally accepted standards and best practices
  • Under the guidance of LOFSA (the Labuan Offshore Financial Services Authority) the Malaysian authorities have invested heavily into the improvement of Labuan’s physical infrastructure, which is completely modernised and provides a state of the art telecommunications system including an Internet Gateway which provides an e-commerce platform
  • The Malaysian legal system is based on the English model
  • A stock exchange was established in 2000, aiming particularly at the listing of Islamic financial debt issues, and has had considerable successes
  • The island has become a major conduit for FDI into the surrounding economies, especially Korea
  • Compared with some other regional financial centres, Labuan is comparatively cheap. This is both in terms of cost of physical facilities such as rentals as well as the rate of professional fees charged by accountants, lawyers and other professional service providers
  • The Malaysian currency is the Ringgit (RM). Apart from certain exceptions, offshore companies in Labuan are required to carry on business in a foreign currency
  • Special laws applicable to the offshore industry in Labuan have been enacted

Luxembourg

  • Certification by a local Notary
  • A trading certificate is obtained from the Ministry for Mid-Sized Businesses following establishment of the company.

Incorporation in 24 hours

  • Minimum of 1 director required for all companies, except in the case of a SA (Societe Anonyme) where  minimum of 1 director if 1 shareholder, or 3 directors if more than 1 shareholder
  • Local director not required
  • Corporate director is permitted
  • Can hold meetings anywhere via electronic means or physically
  • No requirement for company secretary
  • AGMs and EGMs can be held anywhere
  • SAs, SCAs and SaRLs must hold an AGM once a year
  • Local registered office required
  • Documents required to be kept there are: copy register of directors; copy register of shareholders; register of mortgages and charges (if any)
  • To establish local management and control virtually all Luxembourg companies employ local "nominee directors" and agent facilities.
  • No requirement to file Annual Return
  • Changes to the management of a company are required to be filed with RCS (Registre de commerce et des sociétés de Luxembourg) and published in the Luxembourg Official Gazette shortly after the occurrence of a change
  • Financial statements must be audited for SAs, SCAs and SaRLs with more than 25 shareholders
  • Large companies in accounting terms as well as regulated companies must have an external auditor
  • Financial statements for a non-listed company must be prepared within six months from the closing of the business year.  If a company is listed on an EEA regulated market, the financial statements must be prepared within four months of the closing of the business year
  • Information with regard to ultimate beneficial ownership must be disclosed to the registered agent of the company in Luxembourg and is held by the agent on a confidential basis
  • Details of directors are held on public record
  • Filing and approval
  • Penalty for untrue statements

Permitted

+1

Pro’s

  • Tax efficient
  • Euroclear and Clearstream, Luxembourg
  • Has its own Stock Exchange
  • Largest fund centre outside of US
  • As was the case in 1985 and 2002 with respect to the first UCITS Directive and the so-called UCITS III Directive, Luxembourg is the first country within the European Union to pass the UCITS IV Directive into national law

Con’s

  • Time difference
  • High level of government fees
  • Infrequent flights from UK
  • Ranked 11th in Corruption Perception Index

Singapore

  • Foreign individuals and corporations must engage a specialist company incorporation firm in Singapore to set up a company
  • Unrestricted objects – powers of natural person

Incorporation within 3 days

  • Minimum of 1 director is required
  • Corporate directors not permitted
  • Details of directors will appear on public record
  • Must have one director who is ordinarily resident in Singapore 
  • A foreigner who wishes to act as a local director can apply to Employment Pass Department of the Ministry of Manpower
  • Must appoint a local and qualified company secretary who must be a natural person
  • Must hold an AGM once every calendar year, although private companies are allowed to dispense with AGMs if at a general meeting of the company a resolution to that effect is passed by all members with voting rights
  • AGMs and EGMs can be held anywhere
  • No statutory requirement for holding AGM

  • Local registered office required
  • Documents required to be kept there are:  certificate of incorporation, statutory books, register of members, accounting records (however, directors can decide to keep them in a different place)
  • Singapore Companies Act does not allow foreign individuals or entities to self-register a company
  • Local registered agent not required
  • Annual return with payment of appropriate annual fee must be filed in January each year
  • Every company shall keep proper records of accounts
  • Company may be required to have its accounts audited if it has:
    1. corporate shareholders; or
    2. more than 20 members; or
    3. annual revenue exceeding S$5 million
  • In all other cases annual unaudited financial statements must be submitted to IRAS following incorporation
  • No requirement to disclose beneficial owners
  • Following incorporation, a company must satisfy statutory compliance requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS).
  • Director detail is a matter of public record
  • All prospectuses issued by a company must be registered with the Monetary Authority of Singapore before they are circulated
  • Penalty for untrue statement or non-disclosure of a material fact in a prospectus

Not permitted

+8

Pro’s

  • Tax efficient
  • Has its own Stock Exchange

Con’s

  • Time difference
  • Change in domicile of Singapore company not permitted
  • Currently ranked 5th  in Corruption Perception Index