Multi-country Client case studies

  • Internationally recognized cloud and IT services giant removes conflict of interests with professional nominee resident directors

    Background

    • Our Client is a large privately-owned UK company dealing with software design and development in the field of cloud technology, telecommunications and equipment for other enterprises, formed by previous IBM employees. The director of the company seeks to use Healy Consultants Group PLC large network of professional nominee directors to diversify risks on the ground, including conflict of interest in several countries. After analysis of several jurisdictions and exchange of proposals, our Client decided to proceed and engage Healy Consultants Group for professional nominee director appointments in 4 countries, one after another.

    Engagement planning

    • Healy Consultants Group PLC prepared and emailed our Client an engagement advancement proposal including a formal invoice per country, payable for the directorship services per annum, and engagement letter. Thereafter, Healy Consultants Group PLC prepared a detailed engagement project plan mapping out a step by step plan to engagement completion as well as began collecting director’s due diligence to share with our Client’s own compliance reviews.

    Global nominee directorship agreement

    • To optimize the engagement process in multiple countries, both Healy Consultants Group PLC Legal and Compliance Department and our Client agreed on a wording for a nominee directorship agreement that provides a framework of the director’s obligations, minimizes risks and ensures all best business practices during the engagement are held by both parties. The agreement covers relevant local and international AML and bribery laws to be followed by both parties.

    Professional resident director in New Zealand

    • Appointing a New Zealand professional director proved straight forward due to the country’s efficient Business Registry requirements. Following exchange of consent and application forms, the new professional resident director was appointed promptly for our Client’s subsidiary.

    Professional resident director in Mexico

    • Appointing a Mexican professional director required a preparation of a detailed power of attorney, bilingual in both English and Mexican languages. The power of attorney draft needed to be approved by our Client’s compliance department and notarized in the parent company’s home country. This process took 3 weeks on average and following courier receipt in Mexico, the professional director was formally appointed on Board of Directors of the Mexican subsidiary.

    Professional resident director in Thailand

    • The process of appointing a new local director took 4 weeks because of courier and notarization obligations in our Client’s home country. Our Thailand affiliate office drafted consent forms and director appointment forms in Thai language, and supplied sworn translations for our Client’s understanding. This set of forms was signed off abroad together with a Board resolution, appointing the new resident nominee director. Together with a certified passport copy of the foreign beneficial owner, the set of documents was submitted to the Thai Commercial Registry for processing, The formal confirmation from the registry of the appointment took 2 business weeks.

    Professional resident director in Indonesia

    • The most time-consuming appointment proved to the one in Indonesia. The paperwork involved more than 5 different consent and application forms, both notarized and couriered in original to our Indonesian affiliate office. Furthermore, each Indonesian nominee director requires to oversee the company’s monthly accounting information for monitoring of transaction activities to minimize various financial and reputation risks for the appointee.

    Engagement completion

    • Upon completion of the professional appointments, Healy Consultants prepared a company kit for this engagement, inclusive of confirmations for each directorship appointment and supplied to our Client together with Client Satisfaction Study.
  • Canadian client requires research on optimum crypto-friendly jurisdiction

    Background

    • Our client, a Canadian entrepreneur, was keen on venturing into cryptocurrency trading. They wanted to make sure that they will start the business in an optimum jurisdiction for his intended trade;
    • Having found Healy Consultants Group PLC through Google, our Client sent us an email inquiry to get more information on most crypto-friendly jurisdiction to establish his venture;
    • After an initial phone call discussion with our experts, our Client decided to commission Healy Consultants Group PLC to conduct comparative research and prepare a detailed comparison table of recommended jurisdictions to establish a crypto-exchange;
    • Our Client also engaged our Corporate banking team to contact multiple global banks to secure their confirmation of interest to onboard a crypto-exchange company. This would give the Client an idea of how their company will be organized globally;

    Engagement planning

    • Our Client signed Healy Consultants Group PLC’s engagement letter and provided scan copies of due diligence documents as per our compliance requirements;
    • During the collection of the due diligence documents, Healy Consultants Group PLC prepared already three quality deliverables:
      • a list of global banks in a summary table, which was emailed to the Client to confirm the full list of banks our Corporate banking team would contact;
      • a skeleton comparison table, where we would present the research from the banks in a clear concise way to assist our Client make their decision easily;
      • a first draft detailed comparison table of 5 EU jurisdictions friendly to crypto-exchange business, which was emailed to our Client for consideration and approval;

    Crypto-friendly Bank Research

    • Healy Consultants Group PLC proceeded to contact a total of 30 global banks and submitted our Client’s profile for review and consideration;
    • Our international banking team daily liaised with multiple banks introducing our Client’s intended business in detail and providing all the necessary information required by the banks’ internal compliance departments;
    • Within 2 weeks, Healy Consultants Group PLC secured written confirmation of interests from eight banks and PSPs keen to welcome our Client’s crypto-exchange business;
    • Healy Consultants Group PLC provided our Client with the list of confirmed banks and PSPs looking to onboard our Client’s business together with the full list of contacted banking institutions;

    Crypto-friendly Jurisdiction Research

    • Simultaneously, Healy Consultants Group PLC’s Business setup team contacted our global network of accountants, lawyers and consultants to determine the best jurisdictions to establish a crypto-exchange company for our specific Client;
    • Over a 3-week period, our team obtained information pertaining to crypto-exchange licensing including Government fees, timelines, company officer qualifications, capital requirements etc;
    • We finalized the detailed table and provided our Client with the same and recommended our preferred jurisdiction to establish a crypto-exchange, based on our Client’s preferences;

    Engagement completion

    • Upon providing our Client with all the information re i) crypto-friendly banks and ii) preferred crypto-friendly jurisdiction, our Client requested time to review and consider our reports;
    • If required and upon our Client’s decision, Healy Consultants Group PLC is ready to proceed with i) company setup and ii) bank account opening for our Client’s crypto exchange in his preferred EU country at any time.
  • Australian- based company registers multiple subsidiaries across South East Asia

    Background

    Multiple country business services

    • Our Client, an Australian-based event technologies company, engaged Healy Consultants Group PLC to incorporate a holding company in Singapore and to assist them branch out in the majority of the South East Asian jurisdictions;
    • The business’s goal was to establish a strong presence in the South East Asian region to increase their market share after a very successful business in Australia;
    • The Client wanted to also set up subsidiaries in South Korea, Macau, Hong Kong, Philippines, Malaysia, Taiwan and Thailand and also a second, operational business in Singapore;
    • The directors of the Australian business entity are 2 Australians and 1 American citizen. They jointly manage several successful business ventures in various industries including security and events management.

    Engagement planning

    • Healy Consultants Group PLC and the client had several phone discussions to understand the company business goals, direction and preferred company structure. We then recommended a limited liability company in all jurisdictions apart from Thailand and the Philippines, where an Amity Structure and a Joint Stock Company would apply respectively;
    • Healy Consultants Group PLC suggested for all these companies to be wholly owned by the Singapore holding structure, which in turn is owned by the Australian mother company;
    • The Client was already banking with Bank of America and wanted to open corporate bank accounts with BOA for all their subsidiaries to facilitate international transactions and take advantage of their banking relationship;
    • The Incorporation Department was split in several teams that were assigned a number of countries. Each team prepared the i) corporate structures for the respective entities, ii) detailed proposals outlining costs breakdown, iii) timeframes and iv) accounting and tax liabilities;
    • The Client’s dedicated Project Manager compiled the same in simple documents and emailed the Client for their review and approval;
    • Because the corporate structures are multi-layered, our Compliance team spent a fair amount of time to prepare the due diligence checklist and review every document for every company incorporation and confirm the action needed from our Client for each document.

    Multi-country company incorporation

    • Because of the scale of the project, the Client settled a retainer fee at the beginning of the engagement for Healy Consultants Group PLC to start drafting the detailed project plan for each jurisdiction;
    • Thereafter our Client settled our engagement fees in instalments, as this was their preferred mode of payment;
    • Because of the scale of the project, the Client had to send several couriers with the required i) due diligence documents and ii) signed legal incorporation forms for all the jurisdictions;
    • The Incorporation team at Healy Consultants Group PLC submitted their application to Accounting and Corporate Regulatory Authority of Singapore (ACRA), and within a week, the holding company and within another week, the Singapore subsidiary were fully incorporated as legal entities in Singapore;
    • Thereafter, the Healy Consultants Group PLC team submitted applications to the various government agencies in the different jurisdictions as required by our Client;
    • All company incorporations were completed within three to eight months from the start of this engagement, depending on the complexity of the jurisdiction.

    Corporate bank accounts opening

    • Thanks to our Client’s existing relationship with Bank of America (BOA), Healy Consultants Group PLC managed to open corporate bank accounts with BOA in all jurisdictions apart from Macau. Since there is no BOA presence in Macau, Healy Consultants Group PLC managed to open a corporate account for our Client with OCBC Macau, an affiliate of BOA bank;
    • Because majority of the subsidiaries had a similar corporate structure, we also managed to negotiate with the Bank of America local branches to waive some of the KYC requirements, as long as the Singapore and Australian branches of BOA had the required document on file;
    • All the bank mails and internet tokens were couriered to Clients’ preferred address.

    Employment contracts

    • The Client was recruiting locally in all the jurisdictions were companies were set up;
    • While the Client did not require our assistance with the employment visas and the recruitment process, our teams were required to i) prepare the employment contract drafts and ii) research on the employment laws.

    Share capital injection

    • Once the setup was complete, Healy Consultants Group PLC assisted our Client to increase the share capital of some companies to meet their operational requirements.

    Accounting and tax and payroll support

    • Once the projects for all jurisdictions were successfully completed, we also notified our Client of the monthly, quarterly and annual accounting and tax obligations;
    • We assisted our Client to discharge the company accounting and tax and payroll reporting in several countries, such as Thailand, Taiwan and Singapore.

    Conclusion

    • The main issue Healy Consultants Group PLC team encountered during the incorporation and corporate bank account opening processes was the multi-layered corporate structure;
    • Preparing and reviewing and submitting the due diligence proved more time-consuming that expected initially, however Healy Consultants Group PLC staff negotiated where necessary for exemptions of some documents or the originals;
    • Currently, the Australian event technologies company is increasing its shares in the South East Asian region through its locally registered subsidiaries.
  • US company establishes a company in Australia

    Background

    • Our client is a USA company provides logistic services to global companies;
    • Our Client approached Healy Consultants Group in January 2018, after finding us through Google;
    • Healy Consultants Group registered a company in Australia and several months thereafter got engaged again to help our Client open a UAE corporate bank account for their already existing UAE FZ company;

    Engagement planning

    • Our client was interested in setting up an Australian entity and be able to own 100% of the shares of the business;
    • Healy Consultants Group PLC prepared and emailed our Client an engagement advancement proposal including a formal invoice, engagement letter and due diligence checklist;
    • Our Client provided us with the due diligence documents and settled in full our engagement fees in January 2018. Thereafter, Healy Consultants Group PLC prepared a detailed engagement project plan mapping out a step by step the engagement process;

    Australian LLC registration

    • Healy Consultants Group PLC firstly confirmed the Clients preferred corporate structure and confirmed with the Government authorities which specific business license our Client required;
    • Healy Consultants Group PLC then prepared the required list of documents and templates and emailed the same to our Client for signature and email return;
    • Upon receipt of the original attested documents from our Client, Healy Consultants Group PLC submitted the complete quality LLC registration application;
    • Within 5 weeks thereafter, Healy Consultants Group PLC obtained the approval of the UAE authorities, secured the Commercial License of the subsidiary and immediately emailed our Client a scan copy of the same;
    • While our client was conducting business as normal, we spent the next 3 weeks removing Healy Consultants Group passive nominee directors and shareholders and appointing our Client;

    UAE corporate bank account application for a UAE free zone entity

    • A couple of months after the Australian entity got fully registered, our Client approached Healy Consultants Group again to open a corporate bank account for their already registered UAE free zone company;
    • Our Client had tried to open the UAE corporate bank account previously but without success. Unfortunately, the UAE free zone entity had a complex corporate structure, with multiple layers and trusts involved;
    • As a first step, Healy Consultants Group PLC approached multiple UAE banks to secure in writing their interest for our Client’s business activity;
    • Healy Consultants Group PLC then prepared the required bank due diligence, including bank account opening forms and scheduled a meeting between our Client and three UAE banks, in our Dubai office;
    • During our meetings. Our Client decided to proceed with Emirates NBD; Our Client signed the bank account opening, FATCA and internet banking forms; During our meetings. Our Client decided to proceed with Emirates NBD; Our Client signed the bank account opening, FATCA and internet banking forms;
    • Over the coming month, Emirates NBD reverted 4 times requesting additional information, including UAE embassy attestation of 2 corporate documents;
    • 2 weeks thereafter, Emirates NBD compliance department approved the multicurrency corporate bank account. Healy Consultants immediately emailed our Client corporate bank account numbers, followed by courier the internet banking token to our Client’s preferred address;

    Engagement completion

    • Healy Consultants couriered the i) company kit comprising original corporate documents ii) bank correspondence and iii) Client satisfaction survey to our Client’s preferred address in USA;

Contact us

For additional information on our incorporation services, please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon