Set-up Service

  

 

 

 

Dieci punti essenziali

per avere e mantenere una "Inglesina" sempre in forma

1. Minimo un Direttore per una Ltd, due per una Plc

2. I Direttori possono essere di qualsiasi nazionalità

3. Ogni società deve opportunamente avere un Segretariato

4. Il Segretario può essere persona fisica o giuridica

5. Il Segretario può essere di qualsiasi nazionalità

6. Un solo direttore non può essere anche Segretario

7. Non c'è un minimo o massimo per il capitale sociale

8. Non è richiesto versamento per il capitale sociale

9. La società deve avere un indirizzo e una sede legale registrata

10. Ogni società può avere sedi operative in ogni parte del mondo

Servizi fiduciari

In un mondo sempre più insicuro è indispensabile proteggere il proprio patrimonio in modo adeguato. Proponiamo strutture societarie in grado di garantire riservatezza, ed assoluta privacy.

Delocalizzazione d'impresa

La delocalizzazione, ovvero il trasferimento di attività produttive verso Paesi emergenti o per qualsiasi ragione “interessanti”, è un’esigenza irrinunciabile per ogni azienda che intenda adeguarsi all’evoluzione del mercato.

Soluzioni immobiliari

La costituzione di strutture societarie o fiduciarie offre notevoli benefici in termini di riduzione della tassazione sul capital gain e sull’asse ereditario per tutti coloro che intendono acquisire proprietà immobiliari.

contattato immediato

     +44 (0) 208133 7673    

Per un contatto diretto in italiano +39 335 317792

 3.       La sezione prima della Companies Act 1985 consente ad una o più persone di costituire una Società a responsabilità limitata, per qualsiasi scopo e finalità legale.

 4.       Ogni Società deve avere almeno un Direttore (due per una Public Company) ed un Segretario (non è possibile assumere entrambi gli incarichi da parte della stessa persona). L'età massima è di 70 anni. Il Segretario può anche essere una persona Giuridica.

 IL DIRETTORE

Un direttore viene nominato per dirigere gli affari di una società secondo l’atto costitutivo della stessa e secondo la legislazione vigente.  La mansione comporta certe responsabilità che sono comuni a tutti i direttori, siano essi esecutivi oppure no, ed a tutti i tipi di società. Queste note si riferiscono ad alcuni aspetti chiave della Legge sulle Società per quanto riguarda la presentazione dei documenti al Registro delle Ditte.

RESPONSABILITÀ  DEL  DIRETTORE

Il Direttore deve assicurarsi che la società assolva i doveri nei tempi previsti, non solo per quanto riguarda la contabilità e la denuncia annuale, ma anche per gli altri documenti previsti dalla legge. L’eventuale responsabilità del contabile viene stabilita dal contratto sottoscritto. Comunque i direttori sono interamente responsabili per il recapito della contabilità e degli altri documenti societari e devono assicurarsi che i contabili abbiano tutte le informazioni necessarie per la preparazione della contabilità e per la revisione dei conti nei tempi previsti.

     1.     Service Fees

1.1     GOLDCREST MANAGEMENT  Limited provides a wide range of Services on a fee basis.

1.2     Fees are stated in GOLDCREST MANAGEMENT  Limited’s fee schedule which may be provided to or agreed with the Client.

1.3     Unless subject to any special prior agreement in writing, GOLDCREST MANAGEMENT  Limited will not provide the Services until having received all fees paid in full.

1.4     However, the Client acknowledges that GOLDCREST MANAGEMENT  Limited reserves the right to review annual fees.

1.5     Any amendment to the fee schedule will be notified to the client in accordance with paragraph [10] of the present contract.

1.6     Unless GOLDCREST MANAGEMENT  Limited has received sufficient funds in advance, it shall not be required to incur any expenses or make any payments on behalf of the Client and / or Company within the framework of the provision of Services.

1.7     In the event of termination of the present contract, no refunds will be made where GOLDCREST MANAGEMENT  Limited ceases to provide Services.

1.8     No refunds shall be given after an order has been processed.

     2.     Currency of Payment - Domiciliation

The currency of payment under the terms of the present contract shall be Great Britain Pounds (£) or any other currency which has been agreed between GOLDCREST MANAGEMENT  Limited and the Client in writing. Amounts due by the Beneficial Owner, the Client, the Company and/or the person responsible for making payment in accordance with the NOTICES section of the above incorporation form may be paid by credit card, cheque or by bank transfer.

     3.     Event of Default

3.1     In the event that the Client or the person responsible for making payment in accordance with the NOTICES section of the above incorporation form does not pay fees in full by the due date pursuant to the terms of the present contract  in the currency payable,  unless failure to pay is caused by administrative or technical error, GOLDCREST MANAGEMENT  Limited may, without formal demand and at its own discretion, immediately terminate the Service, cancel the present contract and sue the Beneficial Owner, the Client, the Company and/or the person responsible for making payment in accordance with paragraph [14] of the present contract to obtain payment.

3.2     GOLDCREST MANAGEMENT  Limited reserves the right to refuse to provide any further services to the Client or Company until all outstanding invoices are settled.

      4.     The Client’s Covenants

4.1     The Client has full legal capacity to enter into the present contract with GOLDCREST MANAGEMENT Limited and/or to acquire the Company and/or to receive the Services.

4.2     The Client shall provide GOLDCREST MANAGEMENT  Limited with all information that GOLDCREST MANAGEMENT  Limited considers necessary in order to ensure that the Company complies with all applicable legislation.

4.3     The Client agrees to take appropriate tax and legal advice with regards to the setting up and the acquisition of the Company. GOLDCREST MANAGEMENT  does not and will not provide any tax and/or legal advice to the Client.

4.4     The Client and/or the Beneficial Owner and/or the person responsible for payment shall promptly inform GOLDCREST MANAGEMENT  Limited and provide full details to GOLDCREST MANAGEMENT  Limited of any changes in their contact details.

4.5     The Client is responsible for ensuring that the information provided to GOLDCREST MANAGEMENT  Limited is correct and that he/she has taken all necessary tax and legal advice with regards to the setting up and operating of the Company and for ensuring that the Company’s activities will not breach the law of any relevant jurisdiction.

4.6     In order to enable GOLDCREST MANAGEMENT  Limited to meet its legal obligations, the Client and/or the Beneficial Owner shall keep GOLDCREST MANAGEMENT  Limited fully and promptly informed of any changes in the beneficial ownership and/or shareholding of the Company.

4.7     Moreover, the Client and/or the Beneficial Owner shall immediately inform GOLDCREST MANAGEMENT  Limited of any change in business activities and of any other matters that might affect GOLDCREST MANAGEMENT  Limited's willingness to provide Services and of any matter that is material to the affairs of the Company.

4.8     The person responsible for payment as indicated in the NOTICES section of the above incorporation form shall pay GOLDCREST MANAGEMENT  Limited any sum due to GOLDCREST MANAGEMENT  Limited including any fees, disbursements and expenses incurred by GOLDCREST MANAGEMENT  Limited in connection with the Company and/or the provision of Services within the period indicated on GOLDCREST MANAGEMENT  Limited’s invoices.

      5.     Liability

5.1     In accordance with article 1.3 GOLDCREST MANAGEMENT  Limited agrees to provide the Services at the request of the Client as well as to provide business, legal and technical services pertaining to the administrative formalities with regards to the setting up of companies. This contract does not necessarily provide an exhaustive overview of all risks and important aspects concerning the services offered.

Furthermore, the Client agrees to request all information, advice, recommendations and confirmations of a fiscal nature from tax specialists and / or the appropriate fiscal authorities. As such GOLDCREST MANAGEMENT  Limited has no judicial, penal or administrative responsibility or liability whatsoever in this regard.  

5.2     Any action that GOLDCREST MANAGEMENT  Limited undertakes or omits to undertake pertaining to the Service will be solely undertaken on behalf of the Client and at the Client’s risk. GOLDCREST MANAGEMENT  Limited will not be liable at all in this regard.

5.3     GOLDCREST MANAGEMENT  Limited shall take particular care when verifying documents, but shall in no instance be expected to confirm the authenticity and / or the veracity of the information and / or the documents received or held by GOLDCREST MANAGEMENT  Limited pertaining to the provision of the Services requested by the Client. GOLDCREST MANAGEMENT  Limited will treat all information provided by the Client as bona fide. GOLDCREST MANAGEMENT  Limited will not be liable to respond to any complaints whatsoever in this regard.  

5.4     GOLDCREST MANAGEMENT  Limited expressly disclaims any liability to the Client, the Beneficial Owner, the person who is responsible for making payment and the Company for any damage or loss to any of them arising during the setting up and/or the acquisition of the Company and/or the provision of the Services to the Client and/or to the Company.

5.5     GOLDCREST MANAGEMENT  Limited expressly disclaims any liability to the Client, the Beneficial Owner, the person who is responsible for making payment and the Company for any service provided by any Third Persons in accordance with the policies of those Third Persons.  GOLDCREST MANAGEMENT  Limited does not guarantee any services provided by any Third Persons and has no responsibility or liability in connection with services offered by Third Persons.

 5.6     GOLDCREST MANAGEMENT  Limited shall have no responsibility or liabilities in any legal and/or administrative and/or tax proceedings against the Client and/or the Beneficial Owner and/or the person who is responsible for making payment and/or the Company in any jurisdiction.

5.7     Where nominees are provided it is understood that the Client will indemnify them in respect of any liabilities they may incur on behalf of the Company and/or the Client and his/her business.

5.8     GOLDCREST MANAGEMENT  Limited and its nominees shall be indemnified against losses arising on any bank account where the losses incurred are through no fault or action of GOLDCREST MANAGEMENT  Limited and/or its nominees.

5.9     The Client or the person who is responsible for payment as indicated in the NOTICES section of the above incorporation form shall at all times indemnify and keep indemnified GOLDCREST MANAGEMENT  Limited against all action, suits, proceedings, claims, demands, costs, charges, expenses and liabilities (including legal fees) and consequence whatsoever which may arise or be incurred, commenced or threatened against GOLDCREST MANAGEMENT  Limited in connection with or arising from the acquisition and/or business activity of the Company and/or the provision of Services.

5.10   In all cases, GOLDCREST MANAGEMENT  Limited’s liability under the terms of this contract will be limited to the amount paid for the Services performed by GOLDCREST MANAGEMENT  Limited.

     6.     Confidentiality

6.1     GOLDCREST MANAGEMENT  Limited will treat any proprietary information obtained from the Company as confidential and will not disclose confidential information to others or use the information except in connection with the provision of Services as agreed in this letter, or as required by law.

6.2     In all aspects of its practice, GOLDCREST MANAGEMENT  Limited and its staff maintain a strict standard of confidentiality towards information that is obtained during the course of the provision of Services.

6.3     Notwithstanding any prejudice to the duty of confidentiality, GOLDCREST MANAGEMENT  Limited reserves the right to act for other clients (including competitors of the Company or the Client).

6.4     Notwithstanding any provision under the terms of the present contract, GOLDCREST MANAGEMENT  Limited reserves the right to open, read and copy any correspondence (letters, facsimiles, emails or other forms of correspondence) that it receives in relation to the provision of Services.

      7.     Entire Contract

The contract, the incorporation form and its enclosed schedules form the entire contract for the provision of Services. Any amendment to this contract must be made in writing and notified to GOLDCREST MANAGEMENT  Limited and shall not be effective unless approved in writing by GOLDCREST MANAGEMENT  Limited.

     8.     Duration and Release

8.1     This contract comes into force on the date of incorporation of the new company or on the date of purchase of a shelf company and shall remain in force for TWO (2) years.

8.2     This contract shall be renewed automatically every year from the date mentioned in paragraph [8.1].

8.3     In the case of a United Kingdom company, the Client may express his/her intention to terminate the Services by giving GOLDCREST MANAGEMENT  Limited written notice at least two (2) months prior to the renewal date. In this event, the present contract shall not remain in force after a six (6) month period from the date on which GOLDCREST MANAGEMENT  Limited receives notice in writing from the Client, if, and only if, the Company has paid all taxes due to the authorities of the United Kingdom and all fees due to GOLDCREST MANAGEMENT  Limited under the terms of the present contract have been paid in full.

8.4     In the case of an offshore company, the Client may express his/her intention to end the Services by giving GOLDCREST MANAGEMENT  Limited written notice at least two (2) months prior to the renewal date. In this event, the present contract shall not remain in force after a 2 (two) month period from the date on which GOLDCREST MANAGEMENT  Limited receives notice in writing from the Client, if, and only if, the Company has paid all taxes due to the authorities of the relevant jurisdiction and all fees due to GOLDCREST MANAGEMENT  Limited under the terms of the present contract have been paid in full.  

8.5     If at any time the Client wishes to transfer his/her Company away from GOLDCREST MANAGEMENT  Limited, the present contract shall not remain in force from the date on which GOLDCREST MANAGEMENT  Limited receives notice in writing from the Client, if, and only if, the Company has paid all taxes due to the authorities of the relevant jurisdiction and all fees due to GOLDCREST MANAGEMENT  Limited under the terms of the present contract have been paid in full.  

8.6     Notwithstanding any action or suits or legal and/or administrative and/or tax proceedings, claims or demands which may be brought against the Company by the authorities of the jurisdiction in which Company is registered, GOLDCREST MANAGEMENT  Limited reserves the right to sue the Client and/or the Company and/or the person responsible for making payment and/or the Beneficial Owner for failure to pay any monies due to GOLDCREST MANAGEMENT  Limited in accordance with the terms of the present contract.
 

     9.     Termination of the Provision of Services

9.1     GOLDCREST MANAGEMENT  Limited shall be entitled to cease to provide Services in the event of the death of the Client and/or if any legal proceedings are commenced against the Company and/or the Client and/ or the Beneficial Owner and/or the person responsible for making payment. GOLDCREST MANAGEMENT  Limited shall notify the Client of such termination in writing.

9.2     The termination of the provision of Services shall immediately come into effect:
- if the Client commits any material breach of his/her obligations under the terms of the present contract
- if any legal proceedings (including any injunction or investigation proceedings or all events) are commenced against the Company and/or the Client and/or the Beneficial Owner that may damage the reputation or standing of GOLDCREST MANAGEMENT  Limited and/or its Services.
- if the Company goes into liquidation (except for the purpose of a bona fide solvent amalgamation or reorganisation) or is declared bankrupt, or a bankruptcy petition is presented against it or a receiver or registered agent is appointed in respect of it.

9.3     In the event of the termination of the provision of Services, the Company and the Client shall each arrange for all such acts to be performed as may be necessary to give effect to such a termination and the Client shall, within 14 days of the date of termination, procure the appointment of a new Registered Office and/or Director and/or Shareholder and/or Company Secretary and/or Bank Signatory as may be appropriate, and GOLDCREST MANAGEMENT  Limited shall, subject to the receipt of  all monies that it is owed, co-operate with the Client in relation to such appointments.

9.4     The Client and the Company acknowledge that notwithstanding the right of GOLDCREST MANAGEMENT  Limited to terminate or suspend its Services, GOLDCREST MANAGEMENT  Limited (and/or its officers, agents and employees) may have continuing regulatory duties under applicable law. Accordingly, and without prejudice to its rights, it is agreed that GOLDCREST MANAGEMENT  Limited may continue to provide Services so as to discharge such duties and shall be entitled to charge the Client its applicable rate for the provision thereof.

10.  Amendments

10.1   GOLDCREST MANAGEMENT  Limited shall be entitled to amend the present contract from time to time provided that GOLDCREST MANAGEMENT  Limited gives reasonable advance notice in writing to the Client before such amendments take effect.

10.2    Such written notification shall always be given to the Client at least three (3) months before the renewal date of the Services.

10.3    In the event that the Client does not agree with the amendment, the Client may discontinue the Service in accordance with paragraphs [8.3] and [8.4] of the present contract.

 11.  Miscellaneous

11.1   The present contract supersedes all prior oral and written agreements and contracts.

11.2   Nothing in the present contract shall create or be deemed as creating a partnership or a membership or an association or an employment relationship or a company or a joint-venture or any entity whatsoever between GOLDCREST MANAGEMENT  Limited and the Client and/or the Company and/or the Beneficial Owner and/or the person responsible for making payments.

          12.  Origins of Funds

The Client declares that the Company’s funds are not of an illicit origin with regards to international law, the law of England and Wales or the domestic law of the jurisdiction in which the Company was or is to be incorporated and, in particular, but without limitation, are not in related in any way to drug trafficking, fraud, money laundering, corruption, organised crime, terrorism, criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or any successor or similar international organisation.

         13.  Notices

13.1   Any formal notices sent to the correspondence address as indicated by the Client in the NOTICES section of the above incorporation form shall be deemed validly served.

13.2   Any notice or other communication to be served under the terms of this contract must be in writing and may be delivered by hand or sent by registered letter, facsimile transmission or e-mail to the party concerned.

13.3   Any notice or other communication will be considered as having been received on the date indicated on the proof of receipt, if the notice or correspondence is sent by registered letter, or at the moment of sending if the notice or communication is been sent by facsimile or e-mail.

       14.  Separability

Each of the provisions of this present contract is separate and distinct and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions in the present contract.

      15.  Jurisdiction

The terms and conditions of this present contract are made in accordance with the law of England and Wales and any disputes arising from this contract will be subject to the exclusive jurisdiction of the judicial system of England and Wales.

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