Share transfer and nomination of new director for HK company

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  1. #1

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    Share transfer and nomination of new director for HK company

    Hi

    I've been looking into ways to ensure the transfer of control of a HK company I own through an offshore company, itself director of the HK company, in case of sudden disappearance but haven't found any good solution so far.

    One option offered as the most straightforward by an agent is to sign an undated share transfer of the HK company, which I was about to adopt when my other agent pointed two issues :

    The share transfer could be cancelled if someone could prove that it happened after i deceased, and that anyway the shareholder would be unable to appoint a new director.

    anyone has a feedback on this solution ? Isn't there a way for the shareholder at least to appoint a new director, and can the share transfer really be disputed by someone outside the company ?

    Thanks for all input

    Last edited by LuisHK; 08-09-2010 at 04:35 PM.

  2. #2

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    Share Transfer

    Since the off shore company owns HK Company, and the Offshore company is the director, then you can use either of these 2 options:
    1) Make a will nominating the person who would inherit the off shore company
    2) sign a blank share transfer form for the off shore company and handover to the person who will carry out your wishes.


    Quote Originally Posted by LuisHK:
    Hi

    I've been looking into ways to ensure the transfer of control of a HK company I own through an offshore company, itself director of the HK company, in case of sudden disappearance but haven't found any good solution so far.

    One option offered as the most straightforward by an agent is to sign an undated share transfer of the HK company, which I was about to adopt when my other agent pointed two issues :

    The share transfer could be cancelled if someone could prove that it happened after i deceased, and that anyway the shareholder would be unable to appoint a new director.

    anyone has a feedback on this solution ? Isn't there a way for the shareholder at least to appoint a new director, and can the share transfer really be disputed by someone outside the company ?

    Thanks for all input

  3. #3

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    Thanks Oldtimer, your 2nd solution is fairly similar to the one with the share transfer of the HK company which I was first advised. What is the process though for the new share owner to appoint a new director when the existing director is dead, and can this share transfer , and can this share transfer be disputed as I was warned ?

    As of your first solution, I would definetely consider it anyway as an extra security. The question than would be where to file the will, as the issue obviously would need to be resolved far from my homecountry ? Shall it be in the offshore juridiction where the source company is registered (Belize) or could it be in HK ?


  4. #4

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    Will: I guess it depends on where the beneficiary of the will is domiciled.
    Shareholders can call a EGM anytime and appoint a new director.
    I have no idea of Belize's laws for off shore company. Normally you do not file change of shareholder/directors with the registrar. It is done in house.

    Quote Originally Posted by LuisHK:
    Thanks Oldtimer, your 2nd solution is fairly similar to the one with the share transfer of the HK company which I was first advised. What is the process though for the new share owner to appoint a new director when the existing director is dead, and can this share transfer , and can this share transfer be disputed as I was warned ?

    As of your first solution, I would definetely consider it anyway as an extra security. The question than would be where to file the will, as the issue obviously would need to be resolved far from my homecountry ? Shall it be in the offshore juridiction where the source company is registered (Belize) or could it be in HK ?

  5. #5

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    Oldtimers first suggestion (the will) is what I thought would be the sensible solution.
    Not dating a share transfer and trying to back-date it, when the time comes, is illegal and will be very suspcious and be able to be challenged in court quite easily.

    Why can't do you the transfer before your "sudden disappearance"?

    The death of someone with investments can get very messy (Nina anyone?).
    You need to sort it out before you die and ensure that those benefactors (or relatives) know what your wishes are beforehand so when the will is read, there are no challenges or surprises.

    You are obviously trying to do something shifty and you won't care when you are dead, but the person who you are trying to have benefit from your deals will have alot of sh1t to deal with. Fix it now and do any transfers now.

    Your will should be drawn up with the help of your lawyer and your lawyer should keep the will.

    A wise man once said: "When I die, don't do anything for a year. Don't sell anything, don't buy anything. If people ask about them, just tell them that they are fine the way they are. Leave all the money, property and investments where they are and they will look after themselves. After a year, then you can decide if you want to change anything, as it is only then you will the forest and not just the trees."

  6. #6

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    Can you pm me further for details.

    I can offer you advice, from the offshore side of things (but only as general guidance and not as legal advice).


  7. #7

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    Quote Originally Posted by Crocodile:
    Oldtimers
    Why can't do you the transfer before your "sudden disappearance"?

    The death of someone with investments can get very messy (Nina anyone?).
    You need to sort it out before you die and ensure that those benefactors (or relatives) know what your wishes are beforehand so when the will is read, there are no challenges or surprises.

    You are obviously trying to do something shifty and you won't care when you are dead, but the person who you are trying to have benefit from your deals will have alot of sh1t to deal with. Fix it now and do any transfers now.

    Well, obviously I'm trying to find a way to make it easier for my heirs to get hold of whatever assets I may dispose . The issue here, besides the obvious tax issue, lies that those heirs are young children, and whereas I feel their mother is the most trustworthy person to take care of these assets and those children if for some reason I pass away, I would worry that she just moves somewhere, take care of the children as well as those assets and forget about the father if I gave her an obvious chance to

    Besides I thank you all again for your input, i'm still considering those share transfers if I can ensure not to be ripped off as well as the will, although it's not yet clear in which country I should register it.

  8. #8

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    will

    I do not understand. Why do you need to register a will?
    A proper will drawn by a lawyer, will identify the beneficiaries and appoint an executor. The Will be witnessed by the lawyer and some one else from his office.
    Keep the will with the executor or someone else who you trust and who is not a beneficiary.


    Quote: Besides I thank you all again for your input, i'm still considering those share transfers if I can ensure not to be ripped off as well as the will, although it's not yet clear in which country I should register it.[/QUOTE]


  9. #9

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    Quote Originally Posted by Crocodile:
    Oldtimers f
    Your will should be drawn up with the help of your lawyer and your lawyer should keep the will.
    "

    Do you mean I could give the will to a lawyer in my homecountry or preferably HK and the will could be executed when needed without going through the legal proceedings in my homecountry ?

    I was also offered to set up offshore trusts or fundations to settle that issue but feel it's both dodgy and expensive.

    As the share and director transfer not beeing filed with the registrar, that would be true with the offshore company only ? In HK the details of both transfers would be accessible from outsiders ?

  10. #10

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    Quote Originally Posted by Oldtimer:
    I do not understand. Why do you need to register a will?
    A proper will drawn by a lawyer, will identify the beneficiaries and appoint an executor. The Will be witnessed by the lawyer and some one else from his office.
    Keep the will with the executor or someone else who you trust and who is not a beneficiary.

    The misunderstanding is mostly an english language problem from my side. The question is can I be sure the executor will be able to implement the decisions in the will referring to corporate entities in HK or other offshore locations in those juridictions, and will he be able to keep this totally out of my homecountry legal entities ?

    Hence shall I fill a will with a HK law firm as well as a Belize law firm to be sure ?

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