Undertakings
In some incorporation processes, specific undertakings may have been provided to the Authority for specific actions to be taken post-incorporation.
If there are such undertakings given, care should be taken to meet them in good time to avoid any sanctions being placed against the entity.
Banking
The entity will require to hold a bank account or other financial account whereby it can transact in its own legal name.
Since the arrangement of banking can be a complex process, it is important to start early.
Share Capital
The share capital subscribed for will generally need to be paid up within a specific timeframe into an account of the entity.
In some circumstances, capital may be paid up in kind rather than cash, and if this it is important to enter into the arrangement to settle the subscribed capital accordingly.
Human Resources
The business may require employees, and residency and work permits may be required to formalize those positions.
Employment contracts will need to comply with the local laws and if any special terms are envisaged, those will need to be carefully drafted into the entity's standard employment terms.
In some circumstances, local rules may require that any job openings are first offered to local nationals and this may impact on the business human resource planning.
Business Premises
Adequate commercial or industrial space is important for the operations of any business and in some legal structures, there may be statutory minimum types and size of premises required to operate compliantly.
Physical space is also an important part of demonstrating substance if this is relevant for your business.
Record Keeping
The maintenance of adequate accounting records is a statutory requirement and should include, as a minimum:
- Accounting of the business transactions
- Payroll
- Statutory records of meetings, officers and shareholders etc
In addition, the entity may be required to appoint an external auditor for independent verification of the records annually.
Taxation
Registration of the new entity with the taxation authorities will need to be completed in accordance with the deadlines set for each category of taxation.
- Value Added Tax (VAT) registration is mandatory once taxable supplies exceed a minimum defined threshold
- Corporation Tax (CT) registration is mandatory following incorporation
- Other taxes and duties may be relevant according to the business activity
Compliance Matters
This can often be a large topic in itself, and some of the key considerations to plan for include:
- Economic Substance Regulations (ESR)
- Business activity permits and licensing
- Reporting changes to the entity's scope and ownership structure
- Tax Residency for the business and their owners
- AML, Sanctions and other compliance laws.
Since compliance is an ever-evolving topic, it is important to stay up to date with the legal changes and how these may impact or impose on your business.
