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Incorporation rules

What is a share capital?

Share capital might be define as a money invested in a company by a shareholders. The amount of share capital might be used as a long term source of finance. The amount of the share capital might be changed within the time. In fact, it’s the value of the company. Most of the jurisdiction has a possibility to register a company with 1 share having a nominal value of 1 USD/HKD/SGD etc.

Article  on “How do you divide the Shared capital”.


LLC Limited Liability Company – How do we call LLC in different countries ?

What does it mean an offshore or being an offshore?  Offshore company!

LLC – Limited Liability Company is a business organization of one or more persons ,owners have limited personal liability for the debts and actions of the LLC. The owners of an LLC are “members” rather than shareholders or partners. Most countries also permit “single member” LLCs, those having only one owner. There is no maximum number of members.


Companies with limited liability exist in business law worldwide. We will pick up a few of them:



Can I open up a company in…(any country)?

What does it mean an offshore or being an offshore?  Offshore company!

Past a few days we have got the same question from our customers in regards to company formation in foreign countries whether is possible as a foreigner open a company e.g. in UK, Singapore Hong Kong, Ireland, BVI etc. The answer is ‘Yes’. There is no such a requirements from local governments to be resident once you register company in foreign country.


If you are a resident in India, Russia or USA, you can open up a company in Ireland or Hong Kong. All you need to do is to accomplish the KYC – Know Your Client requirements. In our (Startupr) case it’s copy of passport and banks requirements 2 copy of utility bills.


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How do you divide the Shared capital

The Best Countries for Starting a Business

Type of share capital: We might say that company share capital refers to the amount of a company’s equity that has been gained by trading stock to a shareholder for cash or another item of capital value. The amount of share capital might be changed anytime the holder want. To issue new shares and sell to the the public or to another business partner in exchange for the cash.


We can divide the share capital as:

  • Authorized Share Capital – or registered capital is the total amount allowed to issue (or Authorized) to its shareholders.
  • Issued Shared Capital – this is the real amount of shares being issued to its shareholders. Issued Shared Capital might be lower than the Authorized Share Capital.
  • Subscribed Capital – is a share capital which has been issued (sold) as shares-whether their purchasers (shareholders) have paid for them or not.
  • Called up Share Capital – this type of share capital needs to be paid.
  • Paid up Share Capital – is the amount of share capital paid by the shareholders.


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What does “KYC” mean?

What does it mean an offshore or being an offshore?  Offshore company!

KYC – Know Your Client is a process when incorporation provider requires information on each and every Beneficial Owner, Director and Shareholder. Certain Jurisdictions or banks may require even more information than is mentioned in this article. The bank usually ask for following documents:


Natural Person
– Passport
– Proof of residential address


Company documents
– Certificate of Incorporation
– Memorandum and Articles of Association
– Certificate of Incumbency
– Share certificate
– Resolution Electing Director


Can I open an Anonymous bank account?


No, there is no bank offering such a service as “anonymous accounts”. All of the banks are required to get know their client (KYC). While account opening through an Introduction is still possible without a personal appearance of the owner of the company in the bank.


Banking secrecy


Every single bank in offshore jurisdiction is obliged to keep all information must remain in regards to “KYC – Know Your Client” strictly confidential.

E.g. This is standar process even if the you open Seychelles company.

What does it mean an offshore or being an offshore? Offshore company!

Offshore territory is any jurisdiction except your resident one ( where you currently live) mostly known for the legal, tax and financial benefits or from the company management point of view. It might be UK (not only UK others countries are offshore) once you live in Luxembourg or USA (not only USA others countries are offshore) once you live in China. It’s quite simple isn’t it?


To be offshore in banking industry means to have a bank account in  different country than you reside.


It would be fine to mention what does it mean to be “onshore”. Onshore might be regarded as the jurisdiction where a company is domiciled and in which it pays a significant rate of tax. There is even a term in resource management when founder comes to low cost country (e.g. as China) and will use the advantage of the low labor cost.


Nowadays, I would like to more stress not just the offshore or onshore matter but the globalization taking an effect in trading and IT industry. Tthere is now quite easy way to start your own business with really low costs as was mentioned before e.g.: open International Business Company  in Seychelles + find your product ( good or service) + set up web and launch business into 48 hours.


It’s simple, isn’t it?

Rules for using company names

What does it mean an offshore or being an offshore?  Offshore company!

We have posted a few months ago an article: Think about the company name before you start. It’s more focus on the creativity part than technical part. There is quite a few rules to understand before you register company.


The name of the company has to fulfill a few rules:
1. The name can’t be already in a use or being registered. You can get a result once you visit the local web online search – e.g. for Hong Kong can be found on Companies Registry’s Cyber Search Center. If you don’t in the search result the company name you have put, you can use it however there is still a few rules.


2. The name as similar. E.g. “Computer Technology” and “Computer Tech” are regarded as the same names. Startupr Limited or Startupr Copr. are the same company as well – only the suffix has been changed ( the suffix doesn’t make any differences).


3. One of the biggest issue once you’re choosing a company name: Trade marks! Always pay an attention if your chosen name does not have any registered trademark. If the trade mark is not register in Hong Kong, it might be registered in some another jurisdiction which keeps the the right of the trade mark. For that purpose you are better to find out whether the name hasn’t been in a use.


If you tell us to register a name “Nokia plus, Ltd.”, it might be registered however later on you can be suite for a duplicate of an existing name. For that purpose, it will be better if you get the notarized consent whether the name is not considered as a duplicate.

Going public? IPO in Hong Kong

Going public? IPO in Hong Kong

There is a lot of law firms offering the IPO ( Initial Public Offering) assistance, however once you decide to go public be aware that to be listed at the stock it doesn’t qualify you as a successful company admiring by thousands of investors and on the end efficiently traded! Before you go public pay attention to the company who will secure your marketing and awareness among investors. It’s totally the same what you do now in order to be successful in your business model you have to know how to sell with listed shares is the same! Yours company might be well known between competitors and customers using the particular service however between investors it’s just another company coming to raise a capital! Marketing, marketing and again marketing! The process of coming public it’s simple standard procedure how to gain public money and use it for further company development. Law firms are mostly rigid and don’t bring any innovative solution how to sell your shares, that’s why you should be concerned about the way how to let know to investors that your company is really the one who should get the attention! There is many regulations governing the release of information by the company or any of its advisers in connection with an IPO so called “Publicity restrictions” – the regulations governing the release of information in connection with an IPO are contained in the Companies Ordinace, the SFO, guidelines issued by the SFC (Securities and Futures Commission), and the Listing Rules.


Lear more on the webpage of Securities and Futures Commission. Click here for Advertising Guidelines Applicable to Collective Investment Schemes Authorized under the Product Codes.

An Apostille – What, Where, Why…?

An Apostille is a special seal provided by local government to certified that the document is true copy of an original. It is a standard certification provided under The Hague  Conference on Private International Law from 1961.


Please, see the official list of members (71 States and the European Union). You can see on the official website of desire jurisdiction and contact local government in order to get an Apostille for your copy of original.


The Legalisation Office website for U.K


If you would like to open up a bank account in Hong Kong without coming to sign all documents Startupr might get done this for you. Some of HK banks will require to have an Apostille from local government in order to be sure that your copied document (e.g. password, incorporation certificate, etc.) is authentic with the original one. There is many reasons why to use local government to certified your documents. It’s just the highest level of authorization declaring that the particular document is correct. It’s mostly used to prove that the copy of the document is recognized as a true copy in another jurisdiction.

What is the class of share?

If you think about to open up a Limited Company you should be aware of the shares structuring. There is quite a few different types of shares however you will use one of the most common one; ordinary.

What is share capital?
When people form a company, they decide whether to limit the members’ liability by shares.

– the total number of shares of the company, – the aggregate nominal value of those shares, – and for each class of shares –

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:


Ordinary: These are the ordinary shares of the company with no special rights or restrictions. The company may divide them into classes of different values;
Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes;
Cumulative preference: These shares normally carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive    years;
Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period, or on a fixed date. A company cannot have only redeemable shares.

This structuring is common for incorporation e.g. in United Kingdom & Hong Kong.