Starting companies

Choosing company’s name

When you decide to register a company with a certain name, we can offer to perform for you the procedure of the so-called checking of the offered company’s name. Restrictions imposed on company’s name checking are similar across many jurisdictions, though, of course, there can be also some differences.

As an example, company’s name is considered to be unacceptable when it corresponds to or slightly differs from a company’s name that has already been registered on the respective territory.

When the offered name repeats or relates to one of the world-wide known companies’ names (brands), it may be turned down. It is also not possible to register a company’s name that seems to be invidious from the viewpoint of the registrar.

It is difficult to obtain approval for registration when a company’s name suggests a relation of the company to the government or other governmental authority.

The ending of a company’s name should be appropriate. A list of the permissible endings is defined by law of each jurisdiction, for instance, words "Limited", "Unlimited", "Corporation", "Incorporation", "Public Limited Company", "Namloze Venootschap", "Besloten Venootschap", "Aktiengesellschaft", "Limited Life Company" or their abbreviations – "Ltd", "Corp", "Inc", "PLC", "N.V.", "B.V.", "LLC" and even "A.G." and "GmbH".

When it becomes necessary to change company’s name, first an acceptance of the new name must be obtained from the respective Register, then it must be approved at the general meeting of company’s shareholders.

It is not obligatory for a company’s name to contain any meaning in English. Nevertheless, according to the requirements of almost all jurisdictions, a name must be expressed exactly by means of Roman characters.

When you wish to register an offshore company under the Russificated name ООО "БЕЛРОСК" or АО "ТУРКОМ", it must be started on the Niue Island (a region in New Zealand) or Seychelles, these being specific exeptions. There it is allowed by law to register offshore companies having names expressed by means of the Cyrillic alphabet.

Purchase of established companies

Purchase costs of an established company will be considerably lower than ordering a company with „your own” name. If a company’s name is not a question of principal to you, we can offer a list of already established companies of the most popular jurisdictions.

We are professionally engaged in establishing and selling companies, and consultations offered by our specialists will help you to make the right choice.

Constitutive documents of a company

In most countries a company is considered to be established upon drawing up its contitutive documents – usually statutes and a constitutive agreement. These documents are sent to a governmental official, usually called a registrar of a company. Registration duties and stamp duties are paid to this official.

He is also the one who registers and keeps the original copies of the documents and issues a unilateral registration card, and then a company comes to its existence. It receives the registration card and attested copies of the statuetes and constitutive agreement. Nevertheless, in some cases, for instance, in Panama and Uruguay, no registration card is issued, it is instead replaced by the By-Laws – something in-between the statutes and a constitutive agreement.

The statutes contain fundamental regulations that must be followed by any company.

Usually the contents of the statutes is standard and it consists of the following items:

• company’s name
• the address of its registered office
• a paragraph on company’s aims defining the powers of the company
• statement defining the limits of the powers of shareholders
• the amount of the shareholder’s equity, number of shares and their nominal value
• statement on the consolidation of the signatories with the purpose to establish a company.

The statutes are drawn up in print and are attested upon signing. The minimum necessary number of „the signatories” varies from one to seven – depending on the respective jurisdiction. Where it is constituted by the local legislation, each „signatory” puts his signature under a fixed number of shares that are registered with him. In many jurisdictions just one share is enough. In such tax islets like the Bahamas and British Virgin Islands or Delaware State, no shares are issued during the registration process of a company. In some countries not only individuals, but also legal entities can be signatories.

Constitutive agreement contains internal rules of company’s business management and realization of business activities. Statutes is the basic document, whereas a constitutive agreement is subordinate to it. Shareholders have the right to make changes to the constitutive agreement, still it must remain within the framework provided by the statutes and local legislation concerning a company.

As a rule, a constitutive agreement consists of the following parts:

• regulations on issuing shares
• requirements and measures applied in case of the non-payment of shares
• transfer of shares
• increasing and decreasing of capital
• arranging and receiving of loans
• holding of the general meetings of shareholders
• requirements pertaining to directors, their rights and obligations
• dividend disbursement
• book-keeping and audit
• special regulations on dismissal and liquidation

Shareholders are the managers and legal owners of a company, and their shares define also the shares of company’s ownership. Shareholders receive certificates defining share ownership that, as a rule, is nominal (in some countries it is permissible to issue shares for the bearer).

Shareholders appoint directors (or they can become directors themselves) undertaking full responsibility for company’s activities and are endowed with the largest powers. Directors are exactly the ones who make deals and manage company’s bank account. As a rule, there must be at least two directors, sometimes three, nevertheless in some countries it is permissible to appoint just one director.

So, you have contacted ClearingHouse for assistance and have purchased an offshore company, in this case the set of company’s documents and accomponying services include the following:

• Registration documents, Corporate Book, stamp
• Services provided by the registration agent and the official address of the company in registration country for a period of one year
• Services provided by nominal directors and shareholders in the registration country for a period of one year
• Power of Attorney issued by nominal directors for a period of one year

Company’s registration date is indicated on the registration card; this date must be followed when determining the term of a due payment of yearly duties.

Yearly payments include the following:

• payment for the services provided by the registration agent and payment for the official address of a company in the registration country for a period of one year
• payment for the services provided by nominal directors and shareholders for a period of one year
• Stamp duties in the registration country

The amount of a stamp duty can slightly change – depending on dollar exchange fluctuations in relation to the national currencies of registration countries.