- Introduction
1.1.Our Client appoints Healy Consultants to assist with their international company registration. Specifically, our Client requires the services outlined in Section 4 below (page 2). To ensure we sign a fair and balanced agreement, we encourage our Clients to add their terms and conditions to this engagement letter (track changes).
1.2.Each shareholder, director, bank signatory and beneficial owner is required to initial each page as evidence of your understanding of these terms and conditions. Please sign the declaration in Section 14 below (page 15). Please courier the original signed copy to Healy Consultants Singapore Officefor safekeeping. To advance your engagement without delay, kindly email us a scannedpdf copy of thiscompleted, signed engagement letter.
- Confidentiality
2.1.Healy Consultants will keep client information confidential. Healy Consultants protects personal information and personal data from unauthorized access, unauthorized use or unauthorized disclosure.Personal information and client data collected by Healy Consultants is used only for Client engagement completion. This information will never be sold, lent, leased or otherwise distributed outside Healy Consultants.
2.2.Any report, letter, information or advice provided by Healy Consultants to our Clients,is given in confidence solely for the purposes of providing our professional services. Our Clients will not, without Healy Consultants prior written permission, disclose engagement information to third-parties.
- Our fees
3.1.Healy Consultants fees (click link)are paid in advance, before the engagement begins. Some Clients' ask to pay engagement fees by instalments, we are open to this.Depending on the complexity of the engagement, Healy Consultants occasionally asks our Clients' for a retainer fee (click link) before advancing an engagement.
- Healy Consultants services
4.1.To enable Healy Consultants effectively plan your engagement, kindly indicate below the corporate services you will require over the coming weeks (double click the box to mark):
4.1.1.Company incorporation/acquisition……………………….…………
4.1.2.Nominee shareholder and director …………………………………..
4.1.3.Corporate bank account opening ………………………….…………
4.1.4.Virtual office to support your local Company ……..…..….………….
4.1.5.Accounting and taxation support ……………………………………..
4.1.6.Migration visa application ………………………………….…………..
4.1.7.Business merchant account ………………………………………..…
4.1.8.Business website building ……………………………………………..
4.1.9.Search engine campaign advertising………………………………..
4.1.10.Trade finance support …………………………………………………
4.1.11.International recruitment …………………………….…………………
- Company structure information
5.1.Kindly list, in order of priority, three preferred business names for your new company:
.
5.2.Company shareholders and directors information:
Shareholder 1 / Shareholder 2
Name:
Address:
-hand phone number
-email address
Passport number:
Shareholding %: / % / %
Director 1 / Director 2
Name:
Address:
-hand phone number
-email address
Passport number:
- Business and banking activity
6.1.Please complete this section in as much detail as possible. This information will help Healy Consultants i) accurately structure the new company ii)determine the optimum Governmentlicenses required (if any)iii)properly prepare a relevant, complete business plan to advance our Clients’ corporate bank account openingiv) help us accurately and confidently represent you when Healy Consultants approach banks and Governments on your behalf. Needless to say, information disclosed below will remain confidential and will not be shared with third parties without your written consent.
6.2.Kindly describe in detail the planned business activity of the newcompany to be registered:
.
6.3.Kindlylist the products and services you plan to sell through this new company:
.
6.4.For the new company to be registered by Healy Consultants, kindly describe who your customers will be and in which countries your customers will be located:
6.5.For the new company to be registered by Healy Consultants, how will the company be funded? For example from i)personal finance or ii) parent company share capital injection or iii) proceeds from future sales etc.):
.
6.6.For the new company to be registered by Healy Consultants, what will be the issued share capital of the company? For example, will it be US$1 or US$1,000?
US$
6.7.When we refer below to “your existing global business”, we mean your current/past business prior to registration of the new company with Healy Consultants. For your existing global business, what is the business website address?
www.
6.8.For your existing global business, kindly list the names and the locations of your current global suppliers, together with their business websites:
.
6.9.For your existing global business, kindly list the names of your key competitors, together with their business websites:
.
6.10.What incoming US$ funds will be deposited to the corporate bank account within the first month and within the first year?
Within month 1 - Us$
Within year 1 - Us$
6.11.What is the source of these incoming funds?
6.12.To help Healy Consultants determine the optimum corporate bank account, kindly list the names of the global banks where you have a personal bank account and/or a corporate bank account. For example, if you have a HSBC personalbank account, Healy Consultants can open a HSBC corporate bank account for your company in every country in the world, without you travelling:
- Communication with Healy Consultants
7.1.From whom should we expect to receive periodic instructions from? In other words, Healy Consultants will only act on instructions from the following authorized person(s):
7.2.Your preferred correspondence address where Healy Consultants will courier mail to:
7.3.Your preferred contact numbers should we need to call you urgently (preferably your mobile phone);
- Personal due diligence from each shareholder, director, bank signatory, beneficial owner and third party providing instructions
8.1.Healy Consultants due diligence procedures (click link)mitigate the risk our Clients use Healy Consultants corporate structures for illegitimate purposes, e.g., money laundering, drug dealing, terrorist financing, etc.;
8.2.Outlined in AppendixOneis a list of the due diligence information Healy Consultants wishes to obtain from each i)shareholderii)directoriii)bank signatory and iv)beneficial owner.
8.3.During the engagement with our Client, our in-house Legal and Compliance Department reviews the quality of due diligence documents our Client provided. Consequently, Healy Consultants may revert to our Client to ask for additional due diligence documentation;
8.4.If Healy Consultants receives instructions from a third party on behalf of the beneficial owners of the corporate structure, Healy consultants will respectfully request from that third party the due diligence outlined in Appendix One. Examples of third parties include lawyers, accountants, corporate service providers, business colleagues, employees, relatives;
8.5.While we respect our Clients’ need for confidentiality, it is critical Healy Consultants completes our due diligence procedures and thoroughly understands our Clients’ business.
8.6.Our Client and third parties and primary email contactsagree to provide Healy Consultants the required due diligence and corporate information to enable Healy Consultants conclude we are assisting a bona fide Client. Healy Consultants is determined to satisfy our obligations under international anti-money laundering laws and regulations. Healy Consultants cannot complete our Client’s engagement until we receive the required due diligence information. Failure to provide Healy Consultants with the required due diligence information will result in cessation of our professional services.
8.7.To help our Clients’ prepare a complete courier for dispatch to our Singapore Office, refer to this business webpage for more detailed information on the quality and quantity of due diligence information required by Healy Consultants;
8.8.Healy Consultants will only incorporate our Client’s company after 75% of due diligence documentation is received by email. Healy Consultants will only open a corporate bank account after 100% of Client due diligence documentation is received by courier;
- Using Healy Consultants officers including company secretary, nominee director or shareholder
9.1.When Healy Consultants provides our Clients the support of Healy Consultants officers and professional nominee services (click link),our Clients’ will:
9.1.1.Immediately inform Healy Consultants of matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity;
9.1.2.Immediately advise Healy Consultants of legal proceedings, claims, demands made or threatened against the Entity or against Healy Consultants Officers;
9.1.3.At the written request of Healy Consultants, immediately provide information to enable Healy Consultants prepare annual or other statutory returns, financial or other statements in relation to the Entity;
9.2.Healy Consultants officers will neither be a bank signatory to the corporate bank account nor play an active role in our Client’s business. Healy Consultants officers will merely be the named director or shareholder of the Company in order to fulfill local statutory requirements (e.g., appointment of a local resident director (click link) or local shareholder (click link)). Our Client is solely responsible for daily business activities and solely responsible for corporate bank account activity. Healy Consultants rarely signsbusiness contracts on behalf of our Client’s Company. To facilitate timely business set up, we only act as professional, passive nominee shareholders or directors;
- Warranties and obligations
10.1.Our Clients jointly and severally covenant with Healy Consultants that they will at all times indemnify and keep Healy Consultants indemnified against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against Healy Consultants in connection arising from the business activity of the new entity formed;
10.2.The Clients undertake, warrant and covenant with Healy Consultants that they:
10.2.1.are the ultimate beneficial owners of the Entity are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity;
10.2.2.are aware of their personal and corporate tax obligations in their country of residence and domicile and they will fulfill those obligations annually. Our Client received appropriate tax and legal advice before the establishment of theEntity;
10.2.3.will comply with Healy Consultants terms of business in this engagement letter;
10.2.4.will supply us the due diligence information requested during the engagement ;
10.2.5.agree to provide all requests/instructions to Healy Consultants in writing by email;
10.3.To enable Healy Consultants complete your annual statutory license, accounting, tax and legal corporate obligations, our Client undertakes with Healy Consultants that they:
10.3.1.agree to pay company annual license fees in a timely manner. Failure to settle renewal fees in a timely manner will trigger late payment penalties to be settled by our Client;
10.3.2.agree to provide Healy Consultants accurate and relevant accounting and tax information to enable Healy Consultants to timely, effectively and efficiently complete our Client’s i) annual statutory secretarial return ii) annual corporate tax return iii) annual audited financial statements;
10.4.every 5 years, it may be necessary for Healy Consultants to move its offices to another location. Consequently, the registered office address of our Client’s company will change. Healy Consultants undertakes to give our Client as much advance notice as possible of any such move, but it will not accept responsibility for costs incurred by the Client as a result thereof.
- Cessation of Healy Consultants services
11.1.Should Healy Consultants cease to provide Services, or should the Clients advise Healy Consultants that they no longer require the entity;our Clients must pay Healy Consultants any fees or costs which may be incurred by Healy Consultants in relation to the striking off, dissolution, liquidation or transfer of the Entity.
11.2.During the company renewal, if our client does not respond to our renewal email within 3 months from the date of renewal, as the company resident director and company secretary, Healy Consultants is authorized to de-register the company on our Client’s behalf after one month from the date we courier the company de-registration pack.Our Clients is liable to pay Healy Consultants any fees or costs which may be incurred by Healy Consultants in relation to the company de-registration.
11.3.In the event our Client requests Healy Consultants to transfer the management or administration of the entity or should Healy Consultants request the Clients to transfer the management or administration of the entity to another agent or Corporate Service Provider, Healy Consultants will only transfer the Entity after all outstanding fees are paid in full.
11.4.Healy Consultants shall be entitled by written notice to cease to provide our Services, if:
11.4.1.The Clients (in the reasonable opinion of Healy Consultants) fail to observe the terms of business outlined in this engagement letter;
11.4.2.It comes to the attention of Healy Consultants that the Entity is used for activities which were not referred to in the application delivered by the Clients to Healy Consultants or subsequently advised and accepted in writing by Healy Consultants;
11.4.3.Any legal proceedings are commenced against the Entity, the Clients or the Clients' Appointees (including any injunction or investigative proceedings); and
11.4.4.Our ongoing due diligence procedures identify negative information about our Client, presenting litigation and reputation risk to Healy Consultants;
11.4.5.Our Client refuses to supply us the due diligence information requested during the engagement;
11.5.The maximum aggregate liability of Healy Consultants under and/or in connection with any of its services in respect of all acts, omissions (including gross negligence) of Healy Consultants and employees, agents or sub-contractors shall be an amount equal to one hundred percent (100%) of the final invoice amount.
- Miscellaneous
12.1.Nothing in this engagement letter shall create or be deemed to create the following relationships between Healy Consultants and our Clients or Clients' Appointees: a) partnership b) employment or c) joint venture.
12.2.Unless otherwise agreed in writing, these terms of business shall be governed by the laws of Singapore and the Clients, the Clients' Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in Singapore;
12.3.Healy Consultants is not responsible for the incompetence and inefficiency of third parties involved in your engagement, e.g., Government departments and global banks. Public holidays in countries can cause engagement delays. That said, Healy Consultants will tenaciously supervise third parties to ensure your engagement is efficiently and timely advanced. As always, Healy Consultants staff will relentlessly negotiate intelligent solutions to the business challenges presented by third parties;
12.4.Except for courier costs relating to corporate bank account opening and dispatch of original company kits to our Clients; courier costs will be borne by our Clients. Furthermore, our Clients' bears the costs of i)translating and attesting documents and ii) bank charges during the corporate bank account opening process;
12.5.Healy Consultants preferred mode of communication is email, followed by phone discussions. Therefore, we recommend our Clients' maintain a secure, reliable email account and frequently check for updates from Healy Consultants;
12.6.To timely advance your engagement, please follow Healy Consultants email instructions closely including due diligence requirements, signing bank forms and incorporations forms;
12.7.Our Clients shall not use Healy Consultants global virtual office facilities without our written consent. Unless our Clients purchased our Virtual Office services, Healy Consultants Offices do not expect to receive mail, phone calls nor faxes on behalf of our Clients’;
12.8.Our Clients will assist Healy Consultants complete annual accounting, auditing and tax obligations. There are annual fees for the completion of this service, ranging from US$950 to US$7000, depending on the extent of services required;
12.9.In accordance with market conditions, Healy Consultants may periodically increase or decrease fees published on our business website;
12.10.Our Clients will seek prior approval from Healy Consultants before engaging in "Prohibited Activities" including business activities dealing with:
12.10.1.arms, weapons, munitions, mercenary or contract soldiering;
12.10.2.security and riot control equipment, stun guns, electronic restraining devices, CS gas, pepper sprays, technical surveillance or bugging equipment;
12.10.3.dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials;
12.10.4.pornography and drug paraphernalia, religions, religious cults and charities;
12.10.5.the provision of credit cards, pyramid sales;
12.10.6.Any activity which may damage the reputation of Healy Consultants or the country of establishment;
12.11.If our Clients engage in illegal or prohibited activities, Healy Consultants will immediately terminate our professional services;
12.12.Global banks continue to tighten corporate bank account opening procedures, their internal compliance departments completing more thorough due diligence of Clients. Consequently, our Clients should expect the bank account approval period to take up to 4 weeks.
12.13.The banks enjoy ultimate power of approval of corporate bank account applications. Consequently, guaranteed bank account approval is outside of Healy Consultants control. What is inside our control is the preparation and submission of a high quality bank application that maximizes the likelihood of bank approval. To date, we enjoy a 100% bank approval record. We never give up until we achieve the result we promised to our Client;
12.14.During the bank account opening process, international banksoccasionally change the account opening forms or appoint a new bank officer. These unforeseen inconveniences are i)outside Healy Consultants control and ii) serve to delay the engagement. Rest assured, we will tenaciously and relentlessly negotiate a solution with bank personnel;
- Definitions
13.1."Prohibited Persons" means persons:
13.1.1.Who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence);
13.1.2.Who were proven to act in a fraudulent or dishonest manner in civil proceedings;
13.1.3.Who are government officials or politicians;
13.2."Healy Consultants Officers" means any person, firm or company nominated by Healy Consultants appointed as director, shareholder, secretary, accountant, tax agent, trustee, protector, other officer, administrator, registered agent, provider of a registered office.
13.3."Entity" means a company, trust, partnership or other legal entity or structure established and/or administered by Healy Consultants.
13.4."Clients' Appointees" means any person who is not a Healy Consultants Officer and who may be nominated or appointed to act as Managing Agent, director, secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, or registered shareholder of the Entity.
13.5."Terms of Business" means i) the terms of business outlined in this engagement letter or ii)such other terms of business as may from time to time be published by Healy Consultants on our business website. These terms of business apply to all of Healy Consultants Clients and Clients' Appointees.
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