Offshore and International Company Formation

Terms & Conditions - Offshore Companies

1. Definitions:

"Starting My Business" (SMB) is the offshore trading name of In-a-Minute International Limited, a company registered in the British Virgin Islands with certificate number: 427717 and a registered office address at Vanterpool Plaza, Wickham's Cay 1, Road Town, Tortola, British Virgin Islands its officers, employees, agents and consultants and their respective successors in title and assigns.

"The Questionnaire" means the document completed by the instructing/Paying Party and submitted to SMB via it's website or otherwise to place an order for the purchase of the appropriate Offshore Company package as outlined in the Offshore Companies jurisdictional information icons.

"The Instructing/Paying Party" means the party whose details are provided on page 1 of the Questionnaire

"Portal Partner":

The "Starting My Business" website is a portal site for company and domain registration and for general business goods and/or services. The policy of In-a-minute is to invite carefully chosen portal partners to offer their goods and/or services to SMB clients normally at preferential rates, terms and conditions. However, SMB cannot take responsibility for the actions of its portal partners, the quality of their advice or the merchantability of their goods. However, where it has been shown that a client has a genuine grievance against a portal partner notification and details of the grievance may be forwarded to SMB's Customer Services Manager who will investigate all founded and reasonable complaints. If SMB adjudges the actions of a portal partner not to be in keeping with the high reputation of the portal site then, but totally at the discretion of SMB, a portal partner may be asked to resign from the site. Be it further noted, that the term "Portal Partner" does not, unless otherwise indicated, mean that SMB has any direct or indirect ownership of the portal partner firm/undertaking.

2. On the submission of the Questionnaire, the Instructing/Paying Party understands that a contractual relationship is being entered into subject to the terms and conditions herein outlined and also to the general terms and conditions of the SMB website and in particular the 'notes' section referred to in the Offshore Company Fee Schedule and the laws of England & Wales. Accordingly, on the submission of the Questionnaire, SMB will supply the Instructing/Paying Party with the services requested and where ongoing for the first year of operation and from year to year thereafter strictly provided that SMB receives all relevant payment in advance or, for ongoing services, where payment has been authorized by direct debit/credit card payment. Be it noted, ownership of a company shall not pass to the Instructing/Paying Party until payment has been received in full.

3. Where errors in the completion of any part of the Questionnaire completed and submitted via the SMB website, or otherwise, by the Instructing/Paying Party result in the production/delivery of incorrect or incomplete company documentation, including the submission to regulatory authorities of incorrect information, SMB may not be held liable for any such error(s) or for any events arising directly or indirectly from such error(s); the correction/amendment of the latter being the sole responsibility of the Instructing/Paying Party. Where, as a result of such errors, significant changes are required, there may be additional fees where SMB staff are required to make any amendments, supervise the change thereof, alter the SMB database or carry out any other such work.

4. The Instructing/Paying Party guarantees that the information completed on the Questionnaire and submitted to SMB is accurate and correct to the best of his/her knowledge and belief. Further, it is the duty of the Instructing/Paying Party by submitting the details of a company's officers to ensure that such officers have agreed to their submitted appointments and further that they are aware of their obligations under law on the acceptance of such office. It should be noted that provisions exist in virtually all companies legislation throughout the world, which make it an offence to submit incorrect and or unauthorized information relating to the directors, secretary, shareholders or other such officers or their equivalent of a company no matter where registered.

5. For security reasons, it is noted that the hardcopy Certificate of Incorporation, Memorandum & Articles of Association or their equivalent will be sent to the address of the credit card holder whose credit card is used to make payment for the company in question. Where payment is made by cheque (when cleared) or any other confirmed method, the Certificate of Incorporation and Memorandum & Articles of Association may be sent to a delivery address different than the address of the Instructing/Paying Party indicated on the Questionnaire.

6. AIM Business Club: On the purchase of a company from SMB, the Instructing/Paying Party can, unless otherwise instructed, become a member of the exclusive SMB Business Club. Membership also enables the Instructing/Paying Party to avail of special offers, discounts and other limited edition offers that will be exclusive to SMB Business Club members. It should be noted that at no time will any information contained in the submitted Questionnaire or subsequently provided, including email addresses, be passed to any non-portal partner third party for market research or any other purposes. Further, email co-ordinates provided will only be used by SMB or its portal partners to inform an Instructing/Paying Party of pertinent on-going services and or topics of interest to a person in business. Where information has been passed to a portal partner SMB always requests that such information is used only for internal purposes. However, SMB is not responsible in any shape or form for the actions of a portal partner.

7. SMB guarantees that, unless otherwise notified, it's own and ready made companies have not traded prior to the date of purchase and that any listed officers and/or subscribers, or their equivalent, that are resigned on the date of purchase have only been employed to satisfy the initial registration requirements. In addition, it is noted that where a ready made/shelf company is taken then there will be an additional transfer minutes cost of US$275.00 plus where applicable any disbursements/government lodgment duties (normally very small if any).

8. Where ready made/shelf companies are purchased the standard 12-month annual return date may be effected by the original date of incorporation as many jurisdictions have franchise/exempt duty dates, which will not correlate with the purchase date. This may also be the case for jurisdictions that have set annual franchise/exempt duty dates for both ready made/shelf and own name companies. Where this is the case In-a-Minute reserve the right to alter the annual return date in the first year to bring all dates into line in the future.

9. Where an order has been placed with SMB via the submission of the Questionnaire, NO reimbursements can be made save and totally at the discretion of SMB and then only where notification has been received within 24 hours of the initial purchase. Ninety (90) days notice [in writing] must be provided if any given service is not required in the following year.

10. Whilst it is SMB's policy to maintain consistent fees and services, unforeseeable changes in market conditions, legislation, government duties and/or other factors demand that SMB expressly reserves the right to amend its fees and/or services without prior notification.

11. SMB takes no responsibility for loss or damage arising from the use of email/facsimile as a means of communication, including failed or incomplete transmission and or any other communication errors

12. Method of instructions: (A) SMB will only accept instructions from the person clearly detailed as the Instructing/Paying Party on page 1 of the Questionnaire. This shall be the address to which all matters of correspondence shall be addressed unless otherwise instructed either in writing, signed by the Instructing/Paying Party and addressed to SMB at 90100 Sydney Street, London SW3 6NJ, UK. Any request to make an amendment to the details provided on the Instructing/Paying Party must be made either in writing, signed by the Instructing/Paying Party and addressed to SMB at 90100 Sydney Street, London SW3 6NJ, UK .

13. (B) Where at the instruction of the Instructing/Paying Party an own name company is incorporated using SMB employees/subsidiary companies/agents or otherwise as listed officers, and subsequent to the incorporation of the company a request for instruction is made by SMB to the Instructing/Paying Party and sent to the correspondence address as provided in the Questionnaire and no instructions are received within 30 days, SMB expressly reserves the right to dissolve the company. Where any such action is required to be taken NO liability shall attach to SMB.

14. Confidentiality/Privacy: For security purposes, any and or all information submitted to SMB via it's website will be protected using encryption software and held confidentially at all times. Subject to Paragraph 6 above, at no time will any information contained in the submitted Questionnaire or subsequently, including email addresses, be passed to any third party for market research, marketing or any other purposes. Information held on SMB files may only be released to third parties in accordance with enforceable court orders/warrants or by other similarly legally empowered instruments or where SMB is advised by it's legal advisers that it is required or advisable to make such disclosure.

15. Legal advice:

Whilst SMB endeavours to provide true and correct information on all its services, it is not providing legal, tax planning or accountancy advice. Information contained in this site is for guidance purposes only. Before preceding it may be advisable that independent advice is sought from appropriately qualified persons familiar with each individuals personal circumstances. Further, at no time may SMB be held liable for advice provided by any and or all it's portal partners.

No responsibility for loss occasioned directly or indirectly to any person acting or refraining from acting wholly or partially upon or as a result of the material contained in this site or for any error in or omission from this publication can be accepted by the publisher or any author, editor, contributor or any company referred to herein.

16. Right to refuse services: SMB specifically reserves the right to refuse any and/or all its services to any client without giving any reason or explanation.

17. Right to amend terms & conditions: SMB expressly reserves the right to modify these terms and conditions at any time by making such modifications on this page of it's website to take into account changing circumstances. If services are ordered from SMB in the future, the Instructing/Paying Party is advised to revisit the Terms & Conditions pages of the website to familiarize themselves with any amendments that may have been made.

18. SPECIAL NOTES TO THE OFFSHORE FEE SCHEDULE

· Special Order/Own Name Companies are companies that are either not generally kept as shelf companies or are companies that do not have automated production, causing an additional delay of about 7 days

· The fees quoted are correct at the time of publication but may become subject to change due to uncontrollable currency fluctuation.

· In-a-Minute Companies Limited (I.A.M.) is a company registration agent and not a tax-planning firm. If you are not sure about the consequences or benefits in your particular circumstances please seek advice from a professional/licensed tax-planning firm before proceeding.

· All companies will require First Minutes, a seal and a corporate kit. If you have any questions relating to the kit contents please contact an I.A.M. representative.

· Unless physically collected, all companies will be sent out by registered mail. The price quoted only applies to the United Kingdom and Ireland. If you wish for your company documents to be sent outside of these jurisdictions we will be glad to provide a quote.

· Where a client requires only incorporation without basic domiciliation (see below) then there will be a transfer fee/direct registration surcharge of US$300.00 to draft the appropriate minutes, lodge all necessary government forms for the change (as appropriate) of directors, secretary and shareholders plus appropriate disbursements.

· In-a-Minute Companies Limited confirms that whilst the fee schedule information is, to the best of its knowledge true and accurate at the date of publication, I.A.M. strictly reserve the right to alter any and/or all fees without prior notification.

· Refunds are not given after initial acquisition.

· Should any company mechanism (managed or not) not be required in any given subsequent year then at least 90 days (Ninety Days) written notification sent by registered mail (or its equivalent) must be forwarded to the appropriate representative/sales office where originally purchased. For purposes of clarification, the period runs from the date when a client signs the Official Client Application Form.

· Where administrative/management services are being supplied from within the EU to a non end user also within the EU, which is, not VAT registered there may also be an additional VAT charge of between 12% in Madeira to 20% in Ireland.

(1) The stated Incorporation Fee is based upon a company having standard company by-laws, memorandum & articles of association (or their equivalent), the payment of standard government filing fees (but not License Fees), the payment of the minimum government duty and/or capitalisation/franchise taxes the payment of all other required legal and notarial fees.

(2) The Basic Domiciliation Fee includes the provision of a registered office address, a corporate secretary (where applicable), a local agent for service of process (where applicable) and (for non-managed companies) mail forwarding of all official company mail to the registered office dealing with company registration office (or its equivalent), service of process documentation and fiscal authority correspondence save with respect to the preparation and lodgement of a company's annual return (where applicable).

(3) Nominee Company Directors are not provided by In-a-Minute Companies but can be supplied by:(Click icon for more details)

(4) LEGALISATION OF COMPANY DOCUMENTS/APOSTILLING: Virtually all banks require documents to be legally verified as being true and genuine before opening up bank account facilities. In addition, it may also be necessary to obtain a certificate of good standing.

(5) Serviced Office Address facility: This service is meant for those clients who wish to give third parties the impression of a presence in a particular jurisdiction but is not meant to provide actual administrative or management services as this could have negative fiscal consequences. The service includes mail forwarding, telephone answering and facsimile re-direction. Where dedicated services are required this can be provided by our virtual office service (see your consultant for details). At the time of writing SOA services can be provided in London, Delaware, Malaysia, Hong Kong, most of the West Indies, Moscow, Budapest, Nicosia etc. In addition, to the payment of US$485.00 a deposit is also required of US$100.00.

(6) Hong Kong companies: Clients should note that Hong Kong operates a territorial form of taxation meaning that activities that take place outside of Hong Kong are not subject to Hong Kong taxes. However, it should be noted that the local fiscal authorities might require proof of some local activities upon which marginal tax may be imposed.

(7) Irish companies: Please note that due to recent Finance Acts' Irish companies must be able to show a real and substantive presence in Ireland and are generally now only suitable for Irish residents.

(8) Liechtenstein Foundations: These are serious tax planning tools which often need specific drafting - If you are interested in Foundations please Click icon below to link to the site of SCF International Trust & Management LLC, as licensed trust and management firm.

(9) Post & Packaging: Non-British/Irish residents should contact an I.A.M. Representative for an exact cost for their country of residence.

19. Disputes: In the case of a dispute, it is agreed that redress should be sought through the courts of England and Wales. It should be noted that it is the policy of SMB to always attempt to resolve disputes without court action by use of arbitration, tribunal, or other appropriate mediation process.

20. Refunds will be given at the discretion of the Company Management.

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