Сorporate governance
Сorporate governance

“Governance and leadership are the yin and the yang of successful organisations.

If you have leadership without governance you risk tyranny, fraud and personal fiefdoms.

If you have governance without leadership you risk

atrophy, bureaucracy and indifference.” - Mark Goyder

Solid corporate governance is perhaps one of the most important factors for the success of any corporation, but what exactly is corporate governance?   It is, in fact, the backbone system by which a company operates and is controlled.  It is a structured framework aimed at balancing and complying with the interests of the shareholders, managerial board of directors, employees and customers as well as regulators, government bodies and the community in general.  Corporate governance is more than just rules, policies and procedures set in place to maintain control over the running of the enterprise, it is the culture and DNA of the business and thus in order to grow and prosper should always be based on principles of security, integrity, transparency and accountability.

At Arnos, we have a true belief in the value of proper corporate governance and a core understanding on how it can be achieved.  We aim to help our clients in setting up a solid management structure fitting for their particular business needs.  Our professional team can evaluate your company’s existing framework and assist with implementing the standardization of procedures, develop sustainable and effective corporate governance systems, draft and advice on company policies and organizational guidelines, as well as compliance and anti-money laundering practices.

Furthermore, in order to facilitate the company’s administrational duties for our clients and allow them to focus on running the core activities of the enterprise, our firm can offer a full spectrum of corporate administration, management and secretarial services.  Our multicultural experienced staff can take on the entire day-to-day administration of your company in any jurisdiction worldwide and make sure that your company is running smoothly in terms of compliance, annual government requirements, accounting, audit, bank account operations and board of director duties.  We offer outstanding directorship and corporate secretary services and when needed can act as nominee shareholders for the beneficial owners in order to provide enhanced confidentiality and anonymity.

Our firm is equipped with a professional legal, compliance and accounting team and therefore can efficiently and proactively handle any legal and risk assessment matters before you even know you have them.  We take a very serious approach to every company we administer and therefore enforce stern policies related to the way we operate.  We truly believe that transparency is of utmost importance for effective corporate governance and thus do not take on the management and administration of any legal entity for which we do not have a complete understanding of the business activities and full awareness of all its financial operations.  For the protection of both our and our clients’ interests and risk prevention we require the full management of the company’s bank accounts upon engagement of our directorship or nominee shareholder services.  This not only ensures that our team can perform their board of director functions efficiently but also guarantees the proper preparation of the company’s accounts, supporting legal documentation and protects the legal entity from any incompliance with local regulatory and substance requirement which could potentially have very harmful consequences for both the company and its beneficial owner.

Our services include but are not limited to the following:

  • Day-to-day management and administration services
  • Company incorporation and re-domiciliation
  • Directorship services
  • Registered office services
  • Nominee shareholder services
  • Corporate secretary services
  • Book-keeping and accounting services
  • Preparation of annual financial statements
  • Preparation and submission of the annual statutory financial returns
  • Coordinating business processes such as audit
  • VAT Registration and preparation and submission of reports
  • Payroll services
  • Compliance services
  • Advice, Preparation and submission of annual substance reports
  • Liaising with the regulatory bodies and authorities
  • Market entry and relocation services
  • Corporate finance advice
  • Legal support and litigation
  • Tax assessment
  • Assistance with obtaining any necessary business license
  • Legal document drafting and review including contracts, opinions, powers of attorney etc.
  • Organization of facilities for directors and shareholders meetings
  • Preparing minutes of directors and shareholders meetings including the Annual General Meeting
  • Preparation and submission of all relevant documents for changes in the company structure including transfer of shares and registration of share pledges and company charges
  • Undertaking of company searches and due diligence reports

For more details on our administration services, please feel free to contact us for a complimentary consultation.

ECONOMIC SUBSTANCE AND PHYSICAL PRESENCE  

In recent years, the word substance has become somewhat of a trend for selling services but the fact is that it is often overly abused and misinterpreted.  So, what is substance and how does one comply with the substance requirements that the financial institutions and tax authorities require?

The term economic substance refers to the factual operational and financial activities of corporate entities and the true commercial purpose of a transaction.  In the framework of international tax law and the doctrine “Substance over Legal Form”, companies registered in a particular jurisdiction are required to demonstrate substantial evidence of physical presence in that jurisdiction to prove that they are founded there for reasons other than tax avoidance.  Though substance requirements may vary amongst jurisdictions, the basic principle is the same - a company cannot take advantage of the tax incentives and double tax treaties of the particular jurisdiction that it is registered in unless it is actually managed and controlled in that country, has office space or physical headquarters there, shows adequate expenditure or staff in the country of operation, among other important factors that may be specific to a particular business model.  It is important to note that the country of substance does not necessarily need to be country of incorporation.

A shell company maintained solely for holding purposes and distribution of dividends for the purpose of reduction of the beneficial owner’s tax liability, no longer has a place in today’s financial world.  Due to newly enacted directives, financial institutions worldwide have implemented strict screening procedures and compliance principles in an attempt to rule out possible tax avoidance schemes and structures, which results in mass account closures and account opening rejections for any entity that does not fully fulfill the expected substance requirements regardless of the true legitimacy of the business.  Unfortunately, as this system is often generalized, you may be rejected by a financial institution or have your tax residency challenged simply because you could not provide the required compliance portfolio.  Moreover, failure to satisfy the necessary substance requirements may give reason to local and foreign tax authorities to dispute the company's tax residency status when submitting financial statements.  We are here to help you tackle this issue and make sure that your entities comply with the necessary requirements ensuring smooth and stress-free operations.

Our professional team will advise you and help you build the correct substance for your particular business needs without exposing you to unnecessary expenses.  Browse through our completive office plans and packages or contact us for a tailor-made solution.

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