Les Villas del Sole
47-49, boulevard d'Italie
98000 MONACO
Tel.+377 97 97 21 41
Fax.+377 97 97 21 51
info@monoeci.com
Monoeci Management SAM
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International Corporate Services

Corporate Services

Rosemont International companies are able to provide a variety of services to clients in respect of corporate entities, generally when there is a need to trade or transact internationally outside of the home jurisdiction. These services include specific secretarial, administration, and accounting services, consultancy work, company incorporation, ongoing provision of a variety of company domiciliation services, and full company management services.

"Managed" and "Non-Managed" Corporate Services

We are often asked what is the difference between the managed and non-managed company services that we provide, and what are the advantages of the managed company service which has a higher cost?

We provide a comparison of the services below, as well as some of the considerations which may make you choose the full Managed Company service.

Managed Company Services

We may help source the provision of the board of directors, or some of the board members of the entity.

Experienced and qualified staff with core competences and qualities enable them to act as Directors and to hold positions of responsibility. This provides real and credible management and control of business entities and holding companies. In appropriate circumstances we provide corporate directors.

We are also in a position to propose a full administration of such structure, to enable you to stand at an arm’s length from the structure. The process is arranged through an administration mandate for the statutory aspects in the jurisdiction of incorporation and for the day to day activities, which logistics would be arranged to suit your procedures and operating requirements. It would provide also for the shareholders an arms-length follow-up the structure’s activities. 

The directors are responsible for the management of the company, and are not simple “nominee directors”.  Their obligations will be in accordance with the relevant Company Law, Statutes of the Company, and any relevant anti-money laundering legislation. They need to understand the business of the company, and to manage it in a proper manner.

Normally, the company would enter into contractual arrangements/consultancy agreements with third parties of various kinds to suit the context, and invoices (received and issued), confirmations, pay slips etc. would support all transactions.

Activities/transactions of the Company will normally be undertaken through one or more bank accounts of the Company, which may be opened wherever desired. Opening corporate bank accounts can be quite a challenge nowadays and with our involvement the process should be greatly eased.

General administration, including bookkeeping, preparation of annual accounts: is generally charged on time spent based on hourly rates or fractions thereof, plus disbursements.

 

Non-Managed Company Services

In the case where the board of directors is provided by the client, the responsibility for running the company lies with those directors. Our service generally is limited to support for incorporation and maintaining the company in good standing in the relevant jurisdiction, and the provision of registered agent and or registered office, and possibly the safekeeping of corporate documents.

Specifically for Non-Managed companies the following items are generally included in the first year’s fee:

►   The incorporation of a company or the allocation of a pre-formed company;
►   The coordination of the provision of the registered office of the Company;
►   Payment of the annual government fees and taxes in the Company’s jurisdiction of incorporation and annual registered office and agents fees;
►   Nomination of first director and first minutes ratifying the incorporation or allocation of the Company etc.;
►   Coordination with the Company’s registered agent in the Company’s jurisdiction of incorporation.

Included in the subsequent year’s fees:

►   Payment of annual government fees and taxes in the Company’s jurisdiction of incorporation and annual registered office and agents fees; and
►   Coordination with the Company’s registered agent in the Company’s jurisdiction of incorporation.

Excluded from the first year and subsequent years’ fees, are among other matters:

►   The opening of a bank account and power of attorney for the operation of a bank account;
►   The decrease or increase or other modification to the capital of the Company;
►   The provision of director(s), company secretary and other officers;
►   The sale of the Company shares;
►   The maintenance of the register of members, share certificate book, minute book and all and any other statutory records of the Company;
►   The safekeeping of such records as aforesaid and the Company Seal;
►   The preparation and submission of the annual return of the Company;
►   The arrangement of Annual General Meetings of the Company;
►   The daily administration of the Company; and
►   Expenses incurred on behalf of the Client upon presentation of supporting documents eg. apostille, certificates etc.

This list of excluded items is indicative only and is not intended to be exhaustive and is subject to the terms of engament.

In certain circumstances we may act jointly on a board with the client. The terms of such arrangements will be agreed on a case by case basis. Generally we would not expect to be in a position where the client directors have the capacity to bind the Company without approval of the other members of the board.

 

Why choose the Managed Company Service?

►   As a starting point the client may not have the skills or technical knowledge of the local legislation necessary to manage such a company.

Each jurisdiction has different Company Laws and Financial Regulations that need to be respected. Local obligations may change from time-to-time and the client may not be able to keep themselves up-to-date with local regulatory obligations.

When we are providing the managing of the company we make sure that we keep abreast of these changes.

►   Some jurisdictions may require the appointment of a local director.

►   Third parties, such as banks often feel more comfortable with us on the board. They have the comfort that the company will be properly managed, that we will take responsibility for supervising the activities or the company, and that we will be maintaining proper corporate and financial records for the business.

►   For non-Managed Companies our office address cannot be used as the administrative address of the company in company correspondence. The only address that can be used is that of the registered office.

►   For tax reasons or other reasons it may not be advisable for the client to have management and control of the Company. Controlled Foreign Corporation (CFC) Rules in the country where they reside, as well as various tax issues in the country of residence, or in the countries in which the Company operates or trades with may need to be taken into consideration in choosing the appropriate management structure. The client will need to consider more and more the various requirements for “substance” in the place of management of the Company.

►   The Managed Company Service provides additional confidentiality in the relationship with third parties who deal with the Company because documents, contracts, and banking instructions will be signed by us as company managers.

►   In certain jurisdictions there are requirements for the Company to state (in a resolution to be given to the registered agent) where the minutes and accounting records are held. Our address may only be used for these purposes if we are providing the board, or if we are providing accounting services, where we will require full compliance on all transactions.

►   The provision of the board may provide for immediate continuity of the management of the company, in the event of death or disability of the client.