General Terms & Conditions
THE GENERAL SCF GROUP TERMS & CONDITIONS ARE AS FOLLOWS
- Definitions: Beneficial Owner/Founder “means the person(s) whose name(s) and signature(s) appear in the section headed “Beneficial Ownership/Founder Details” in the SCF Official Client Questionnaire. “The SCF Group” means the Group of companies constituting the SCF Group and all of its officers, employees, agents and consultants and their respective successors in title and assigns;
- Payment of Fees: On the execution of the SCF Official Client Questionnaire, the Beneficial Owner/Founder(s) understand that a contractual relationship is being entered into subject to the terms and conditions herein outlined and the applicable SCF Fee Schedules including the Notes contained therein. Accordingly, the SCF Group will supply the Beneficial Owner/Founder(s) with the services requested for the first year of operation and from year to year thereafter provided that the SCF Group receives all relevant payment in advance. At the time of establishing a structure it should be noted that ownership of a company/undertaking shall not pass to the Beneficial Owner(s) or the private interest foundation where a Founder and/or Founders are involved until payment in full has been received. In addition, the SCF Group has the right to debit automatically from client accounts, where applicable, all standard annual sums due to maintain their structures. Clients should ensure sufficient funds are held in accounts to enable such payments to be made. Be it also noted that where a beneficial owner or founder has more than one company and/or structures with the SCF Group then failure to pay for sums legitimately owed for one structure/company (or otherwise) shall mean that SCF can refuse to provide services for any other structures and/or companies where there is a common beneficial owner and/or founder;
- Clients, beneficial owners and/or founders fully accept that they are bound to properly close down, dissolve and/or liquidate their structures and/or entities should they no longer be required and that any and/or all reasonable fees should be paid upon the presentation of the appropriate invoice, including necessary disbursements, duties etc. by the SCF Group;
- Where an order has been processed NO reimbursements can be made save and totally at the discretion of the SCF Group and then only where notification has been received within 48 hours of the initial purchase;
- Ninety (90) days’ notice in writing by must be provided (by the appropriate person) if a given service is not required in the following year. Written notice should be sent by recorded, signed for mail or its equivalent. If notification is not forthcoming all fees will become due as normal per the Standing Order Mandate and/or these terms and conditions. Where ninety (90) days written notification is received for the cancellation and termination of service and no other fees are outstanding, a dissolution fee will normally also be required together with any legal, accountancy and/or administrative fees necessary to properly close down a legal company and/or private interest foundation structure;
- Annual fees are as stated in the SCF Group Fee Schedule and/or letters of engagement or otherwise applicable. However, whilst it is the SCF Group’s policy to maintain consistent fees and services, unforeseeable changes in market conditions, offshore legislation, currency fluctuations, government duties/franchise taxes and/or other factors require that the SCF Group reserves the right to amend its fees and/or services without prior notification;
- The SCF Group guarantees that, unless otherwise notified, its own and readymade companies have not traded prior to the date of purchase and that any listed officers and/or subscribers, or their equivalent, that are resigned on the date of purchase have only been employed to satisfy the initial registration requirements in the appropriate jurisdiction;
- The SCF/Group reserves the right to appoint alternative suppliers and /or agents, without the need for further notification;
- At the point of sale, a new Standing Order Mandate should be completed in full but in any case all standard annual fees may be deducted/charged at the end of any given year (but see consolidated annual return dates below). Until a company bank account is open, the Standing Order Mandate should give an alternative set of account details to ensure a company and/or structure is renewed for the first year and that no late fees are incurred. Once a bank account (or bank accounts) for a company and/structure is open, a new Standing Order Mandate with updated details can be submitted;
- All companies that are trading but use a basic management company structure, against SCF Group of Companies’ advice, will be charged an additional 50% of the normal fees, where there is a requirement for an invoice or contract to be signed by the company directors in in the appropriate jurisdiction. Further to the above, the companies will have to complete and sign a Full Management Agreement and upgrade to the correct structure from the point in time when the company/structure became actively trading;
- Late Annual Payments – The Beneficial Owner/Founder(s) agree to make any and/or all payments of the annual maintenance fee for the company/structure to the SCF Group at least 1 (one) month in advance of the date(s) due or, for structures, the consolidated annual return date in order to avoid late filing fees, accountancy or other sums payable to third party providers. If a late payment is made of less than a month late, it is agreed that the Beneficial Owner/Founder(s) will pay the SCF Group an additional late (per company or private interest foundation) administration fee of €300.00 each as a minimum. The date of receipt for payment equates with the date on which the payment has been physically received by SCF/Group, and then only, when the recipient has been clearly indicated as the Client account of SCF Legal & Corporate Management Services Limited;
- Transfer/direct registration fees: Where a beneficial owner requires only incorporation without the basic domiciliation service a transfer fee/direct registration surcharge of €500.00 will be incurred to draft the appropriate minutes, lodge all necessary government forms for the charge (as appropriate) of directors, secretary and shareholders plus appropriate disbursements;
- Due diligence: Where company officer and/or management and control facilities are provided, the Beneficial Owner/Founders(s) are required as a minimum or as otherwise required by law to supply the SCF Group and the managing officers at least:
- a current copy of his/her/their passport(s), identification cards or other appropriate alternative form of identification;
- a utility bill no older than 3 months;
- a duly signed deed of trust, and;
- a duly signed standard letter of indemnity and/or where applicable a Full Management Agreement, Regulations, Full Branch Management Agreement or Service Office & Domiciliation Agreement (as detailed in the Notes to the SCF Fee Schedule);
- Where applicable the SCF/Group may also request professional and/or trade references and/or other confirmation details as may be applicable where deemed appropriate;
- Be it further noted that legal and due diligence updates will (where required) take place at the time of the annual return date for any particular company or structure.
- Method of Instructions: (A) The SCF Group will only accept instructions/official communications from the Beneficial Owner/Founder(s) of a Company/Private Interest Foundation as specified in the Client Questionnaire. Any request to make an amendment to the details provided in this section must be made in writing, addressed to the SCF Group and signed by all the Beneficial Owners/Beneficial Founders as detailed in the Official Client Questionnaire. (B) The SCF/Group takes no responsibility for loss or damage arising from the use of facsimile instructions, including failed or incomplete transmission or loss of privacy. (C) Where a request for instruction is made by the SCF Group to the Beneficial Owner/Founder(s) sent to the correspondence address as provided in the Official Client Questionnaire and no instructions are received within 30 days or in accordance with the time period specified in the request, the SCF Group is entitled to act in any one of the following ways: (i) take no further action whether in relation to that matter, the Beneficial Owner/Founder(s) and/or their company(ies)/ undertaking(ies), (ii) direct that the assets of the company/undertaking are used in or towards the satisfaction of any demand for payment of any sum legally and rightfully due by the said company/undertaking to any third party, (iii) dissolve the company/undertaking, (iv) resign all or any of the officers of the company/undertaking provided by the SCF Group, (v) transfer all or any of the shares, capital, interest or other company/undertaking assets into the name of the Beneficial Owner/Founder(s) and/or (v) take any other action deemed appropriate by the SCF Group’s legal advisers. Where any such action is taken NO liability shall attach to the SCF Group in respect of or arising out of any action or inaction that is in accordance with the above provisions;
- Non-designated banking: Where no company officer services are provided it is still the duty of the Beneficial Owner/Founder to inform us of any bank(s) used by the Company/Foundation;
- Change of Beneficial Ownership/Equity: Where management facilities are provided, the Beneficial Owner/ Founder(s) of the company(ies)/undertaking(ies) must inform the SCF Group in writing, having provided proof of identity, of any proposed changes to the beneficial ownership or equity distribution of the company/undertaking. If the correct procedure is not adhered to the SCF Group shall continue to take instructions only from the party (ies) that have been correctly appointed to give such instructions in the Official Client Questionnaire. A fee will be charged for cancelling existing and issuing new deeds of trust, drafting the change of beneficial ownership form and updating the client file;
- Confidentiality: The SCF/Group undertakes to strictly respect a Beneficial Owner’s/Founder’s confidentiality. The SCF Group will not knowingly divulge any information to a third party, save in the case of a proven criminal act, a court order from a court located in the jurisdiction of record or where required by law;
- Legal purposes: Any service supplied by the SCF Group can only be employed for legal, ethical and moral purposes as determined by the SCF Group or the laws of England and Wales in all appropriate jurisdictions. Where there is any doubt it is incumbent on the Beneficial Owner/Founder(s) to seek the prior approval of the SCF Group and seek legal advice;
- Late Payments over a Month Outstanding – Be it noted that in addition to any and/or all government and/or tax authority penalties and/or late filing fees, extra SCF administrative fees, the SCF Group imposes a late annual return penalty fee of 5% per calendar month effective from the annual return due date or consolidated annual return due date;
- Non-Payment of Annual Returns and/or breach of the Law – Be it noted should a Client fail to pay outstanding annual returns, fines and/or duties per these terms and conditions then the SCF Group and/or its duly appointed agents reserve the right to resign its/their directors, secretary and, if applicable, shareholder(s) and directly appoint the Client(s) to all officer/shareholder positions and further charge the Client(s) for any costs incurred in so doing in addition to any other legal rights, damages, accumulative fines payable under any other provisions hereto and/or per applicable laws.
- Due dates – All companies, private interest foundations set-up and/or managed (including accountancy services) by SCF Group shall be payable 11 months after the original date of sale or consolidated annual return date whichever is nearest in order to facilitate the preparation of accounts, annual returns, schedule of assets and/or to hold board meetings, draft minutes or other such duties inherent in managing a company, trust and/or private interest foundation;
- Legal advice: Whilst the SCF Group endeavors to provide true and correct information on all its services, it is not providing legal or accountancy advice unless there has been a separate and signed letter of engagement to so provide such services. Therefore, where appropriate, before proceeding it is always recommended that independent advice is sought from appropriately qualified persons’ familiar with each Beneficial Owner/Founder(s) personal circumstances;
- Legal company structure: The Beneficial Owner/Founder(s) undertake to ensure that any exempt, international business, non-resident company or otherwise is operated correctly according to their legal structure. Specifically, any and/or all Beneficial Owners/Founders undertake to ensure that any and/or all government duties and franchise or other taxes are paid expeditiously and, where appropriate, bona fide accountancy information is supplied to SCF Group and/or designated firms of accountants/lawyers. If a late payment is made, it is agreed that all Beneficial Owner/Founders will pay the SCF Group any late filing fees/penalties that may have been incurred. The date of receipt for payment equates with the date in which the payment has been physically received by the SCF Group, and then only, when the payor has clearly indicated to the SCF/Group the undertaking for which the credit/payment is to be ascribed.
- Protection of Assets: Where it is in the interest of the Beneficial Owner/Founder(s) of a company/undertaking, the SCF Group is entitled to use its absolute discretion to take action including the taking of professional advice in order to protect the interests and/or assets of the said company/undertaking. Where professional advice is sought this is at the sole expense of the Beneficial Owner/Founder(s) and/or their company, undertaking as deemed appropriate;
- Right to refuse services: The SCF Group specifically reserves the right to refuse any and/or all its services to any client without giving any reason or explanation thereto whether at the initial enquiry stage or at any stages thereafter;
- Any breach of our Terms & Conditions for one legal entity will automatically be deemed a breach of the Terms & Conditions of any other legal entities owned by the same beneficial owner;
- Where there is more than one beneficial owner or founder then it is accepted that any sums that may become owed to the SCF Group shall be owed jointly and severally by each beneficial owner and/or founder as if the whole debt was theirs individually;
- Where the SCF Group provides management services including the provision of corporate officers and a registered office address to the Beneficial Owner/Founder(s) of a Company or otherwise, it does so on the strict understanding that the Company/Foundation will be used for wholly legal and moral purposes, as determined by the SCF Group and all applicable laws, rules and regulations. If, in the opinion of the SCF Group, the Beneficial Owner/Founder(s) do not use the company for legal and moral purposes, then the SCF/Group reserves the right to resign as officers, and to appoint the Beneficial Owner/Founder(s) in its place. Furthermore, the SCF Group will, in such circumstances, no longer provide a Registered Office Address and the Beneficial Owner/Founder(s) must make alternative arrangements, at their own expense;
- SCF Group will not accept the following business activities: Trading of Pharmaceutical products (on-line or otherwise); Wholesale trade of mobile telephones &/or electronic computer components; Wholesale trade of cigarettes and other tobacco products; On-line gaming and related activities; Dating agencies; Promotion of Adult content websites and related industry; Trade of weapons and military arms; Businesses that offer and provide to their customers financial services such as insurance brokerage, investment services in securities, electronic money transfer systems or other regulated activities, whereby a proper license has not been obtained from the competent authorities where the business is carried out; Businesses that intend to use the account as a general or pooled “client accounts” acting as professional intermediaries that hold funds on behalf of clients; Businesses that offer alternative payment systems, e.g. e-gold, e-cash, etc.; Businesses that intend to raise funds or capital from the public or promote multi-level marketing programs; Businesses that intend to use the account for the purpose of offering unlicensed clearing services / third party settlements for investments and securities, etc;
- The SCF Group will not create structures that deal directly or indirectly with any of the under-mentioned jurisdictions and/or any other such jurisdictions subject to a United Nations (present or future) prohibition; in alphabetical order these countries include: Afghanistan, Belarus, Bolivia, Burma/Myanmar, Cuba, Egypt, Ethiopia, Iran, Iraq, Ivory Coast, Kenya, Liberia, Libya, Nigeria, People’s Republic of Korea (DPRK), Republic of Congo, Republic of Guinea, Somalia, Sri Lanka, Sudan, Syria, Tunisia and Zimbabwe;
- No liability for loss or penalties: The SCF Group is not liable for any penalties, fees, fines or other liabilities incurred by the Beneficial Owner/Founder(s) or their company/undertaking or any other person arising out of the use of the company/undertaking or any services by the Beneficial Owner/Founder(s) or any other person(s). Further the SCF/Group expressly disclaims any liability to the Beneficial Owner/Founder(s), their company/ undertaking and any third parties for any damage or loss arising out of the use of the company/undertaking and or other services used by the Beneficial Owner/Founder(s) or any other person(s);
- Currency and payment: The SCF Group fees are quoted in Euros/Pounds Sterling and US Dollars. The currency of reference for the SCF Group is Euros and receipt of funds in a currency other than Euros will be subject to a 2.5% surcharge to cover currency conversion costs;
- Disputes: In the case of dispute where the parties have failed to resolve matters then it is agreed that the courts of redress shall be those of Cyprus;
- Sums payable where legal redress is sought: It is strictly understood by all parties that where legal action has been instigated for non-payment of annual returns then liability shall continue to accrue according to these terms and conditions including the liability to 3rd parties in respect to late fees, fines etc. and specifically shall also include (save where not permitted) damages and legal costs.
PRIORITY ENQUIRY FORM
(Strictly Confidential No Obligation)
SCF International is the trading name of SCF Corporate Services Limited
Address: 1st Apriliou 47, Limassol, 3117 Cyprus
Telephone: +357 25 771 570 Email : firstname.lastname@example.org
Registration number HE 341030
Malaysia: KL Marketing Office, B-7-6, Megan Avenue II, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia
A FULL RANGE OF LEGAL, ACCOUNTANCY & COMPANY MANAGEMENT SERVICES
The SCF International specializes in providing accountancy services for Cypriot limited companies, Cypriot company management services including the provision of (where necessary) domestic directors, domestic company secretaries, registered office address services, trading offices, value added tax (VAT) registration and management, payroll (Pay as You Earn PAYE), opening up and managing bank account facilities, raising invoices and any and/or all other services required to establish a bone fide managed and controlled UK limited liability company.
The SCF International also specializes in providing accountancy services for Irish limited companies, Irish company management services including the provision of (where necessary) domestic directors, domestic company secretaries, registered office address services, trading offices, value added tax (VAT) registration and management, payroll (Pay as You Earn PAYE), opening up and managing Irish bank account facilities, raising Irish invoices and any and/or all other services required to establish a bone fide managed and controlled Irish limited liability company.
Our in-house team of legally and accountancy qualified experts can also provide advice on current UK & Irish tax laws/provisions including anti-avoidance provisions, EU directives and regulations, the impact of BREXIT for both UK and EU based businesses and other relevant. In addition, where required the SCF Group can also set-up and arrange the management of companies in tax attractive EU based jurisdictions such as Cyprus, Luxembourg or Malta or indeed any jurisdiction in the world including those in the Middle and Far East.
Property de-enveloping services – In conjunction with leading UK firms of solicitors SCF International can help transfer companies currently held by what were known as ‘offshore’ companies into either more tax efficient UK companies or directly back into the names of individual beneficial owners’ often without attracting stamp duty land tax (SDLT) but still avoiding the advance tax on enveloped dwellings (ATED). For more information please see https://www.de-enveloping.co.uk
Our fiscal migration and tax planning department is operated by qualified lawyers and accountants and can advise both domiciled and non-domiciled individuals on how to mitigate their individual and corporate tax exposure be it in Cyprus or internationally. Our legal & business department can provide specialized advice on all domestic and international tax planning issues but also upon ‘key’ issues such as asset protection be it in the form of trusts, private interest foundations (PIF’s), pre-nuptial and post-nuptial agreements, divorce and general family law, legal drafting, leave to remove applications etc