For foreign investors, doing business in a new territory involves local compliance obligations. These can include forming a new local corporate entity through which to do business with local customers and suppliers, as well as engaging with local government bodies and tax authorities. While every country around the world has different compliance requirements and procedures for new businesses, the principles are broadly similar. Below are some of the major issues, and the pitfalls to watch out for.
Determine the best corporate structure for your needs
Most countries allow a variety of business entities, from branches and representative offices through to full corporate entities. Each form of business entity may have limits on the type of business they can do and the contracts they can enter into, and each has more or less complex reporting obligations. Foreign companies have the flexibility to choose the best option to suit their objectives. TMF Group can help explain the differences between the options so that businesses can make the best choices for their future plans.
Incorporating the new entity
Generally companies can either form a new company or buy an off-the-shelf company. There are advantages to either route, and it is necessary to understand these details to avoid delays to trading. Once the best alternative has been decided upon, TMF Group can manage the whole process of setting up a new business entity, co-ordinating with the local authorities to ensure the new company is fully compliant and ready to trade.
Appointment of local shareholders
This can be a complex area as many countries still impose onerous requirements on in-bound investors. A common restriction is the requirement to have a local resident as a shareholder. Aside from organising the registration of shareholders with the authorities, TMF Group can offer our local management as nominee shareholders, if this is a local requirement. TMF Group staff can be authorised to act on your behalf under tightly restricted Powers of Attorney, and so enable you to commence business without appointing local employees. All our staff are covered by full professional indemnity insurance, so you are completely protected.
Setting up statutory records
With the new company formed and shareholders appointed, businesses are now required to maintain compliance records which should be available for inspection by the authorities at short notice. These include:
• Statutory records
• Company shareholder register
• Employee register
• Special trade licences
Our staff will be able to open these registers in the correct local formats, and to maintain them as required. This will help to ensure that any inspection by the local authorities passes off smoothly.
Registrations of new entities
Once formed, new entities have to be registered with the various governmental and tax authorities. These bodies can be numerous. Our local specialist teams are completely familiar with all the relevant rules and procedures, and can ensure that registrations are taken care of in full to ensure full compliance.
Appointment of local representatives
Any new foreign entity must nominate at least one official representative who is authorised to commit the new business to commercial contracts, and to represent it in front of local authorities. If, at least initially, you wish to avoid the commitment and risk of hiring local staff, TMF Group can again offer one or more of its local team. You can choose whether to appoint them as nominee, proxy statutory representative, company secretary or managing director.
Registration of company offices
In addition to appointing representatives for the new company, foreign investors will have to provide the authorities with a local company registered address. This is a location where the authorities can contact the business, and serve official correspondence. Other business contacts, such as banks, lawyers and trade partners, will also usually require a physical office to assist dealings with the company. TMF Group’s offices around the world can provide this domiciliation service, and ensure that any correspondence is dealt with as agreed, and that you are consulted where appropriate.
Setting up and managing bank accounts
With the ever increasing complexity of anti-money laundering regulations, opening and running a local bank account has become one of the most onerous tasks of operating in a new country. One of our roles can be to manage this whole process, and ensure you are ready to process payments and do business as soon as possible. We can work with our own local banking contacts, or with your preferred partner, to quickly open up an account and establish payment and settlement procedures. We can also act as the local bank signatory to help minimise delays and contain administration costs.
TMF Group can generally offer a complete, fixed fee service for the full establishment of a new business entity.
If you would like to discuss the above requirements for any country, or learn about specific local rules and customs, then please contact one for our Account Managers, listed above.
Once your new business entity has been established, you will need to maintain full accounting and payroll records, as well as statutory filings and administrative systems to ensure the efficient running of your business. Click here to read about these ongoing functions, and how TMF Group can help.
At TMF Group we have assisted thousands of companies to expand successfully and to operate seamlessly across borders. We look forward to helping you too.