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The legal vehicles your licence sits inside.

Holdco architecture, regulated operating entities, IP holdings, treasury, group reorganisations, and substance set-up. The structural plumbing that makes a licence real — and a regulator review survivable.

Avg engagement
4u201410 wk
Single jurisdiction
Active groups
120+
Under retainer
Jurisdictions
20+
In-house counsel
Substance audits passed
100%
Year-on-year
01 — Engagement fit

Where this service
compounds.

We work best with operators who treat this work as part of the product, not as an obstacle. Here is where we deliver — and where we may not be the right call.

Ideal engagement

When we deliver outsized value

Pre-licence structuring
Operators who want the group structure right before filing u2014 not retrofitted. We model holdco / opco / IP / treasury layers against your target regulator's ownership and substance expectations.
Cross-border reorganisations
Groups expanding into a second or third jurisdiction, consolidating fragmented historic structures, or preparing for fundraising / acquisition.
Substance build-out
Resident directors, real office, locally hired staff, board minutes, and economic-substance attestations. The on-the-ground work regulators now demand.
Look elsewhere

When we may not be the right fit

Pure tax arbitrage with no operations
We build licensed, operational businesses. We don't design paper structures whose only purpose is to relocate tax residence.
Anonymous nominee structures
Beneficial ownership disclosure is now mandatory in every jurisdiction we work in. Operators expecting opacity will not be well-served by our advice.
Single-jurisdiction simple incorporations
Pure incorporation work u2014 a single shell company, no licensing, no group complexity u2014 is more cheaply done by company-formation agents than by a regulatory practice.
02 — What you receive

Concrete
deliverables.

Every engagement is scoped against a defined deliverable set. No "best-efforts" billing — the package is what you get, capped variations agreed in writing.

Group structure memo
A full structural diagram with rationale: jurisdiction selection, ownership tiers, regulatory permissions, intra-group flows, and substance allocation.
Holdco & opco incorporation
Formation of all required entities u2014 holding, regulated operating, IP, treasury u2014 in the chosen jurisdictions, with constitutional documents and statutory registers.
Beneficial-ownership filings
UBO disclosures into each jurisdiction's beneficial-ownership register, with privacy-protective drafting where the law allows.
Resident director appointments
Vetted resident directors in each substance-relevant jurisdiction, with engagement letters, indemnities, and clear scope of authority.
Intra-group agreements
IP licences, service agreements, treasury arrangements, and intercompany loans u2014 drafted at arm's length to survive transfer-pricing and substance review.
Board governance package
Standing minutes, written resolutions templates, board-pack format, and committee terms of reference. The paperwork that makes substance real on inspection.
03 — Engagement cadence

How the work
actually moves.

A typical engagement runs along the phases below. Where we are joining mid-stream — into an existing application or a live operation — we adapt from the relevant entry point.

Structure workshop

Weeks 1u20142

Define holdco/opco architecture, beneficial ownership tiers, and IP and treasury allocation across the group.

Entity formation

Weeks 2u20145

Incorporate all required entities across chosen jurisdictions with verified registered addresses and compliance-ready articles.

Substance & governance

Weeks 4u20148

Install resident directors, establish operational substance, and draft governance documents to regulator standard.

Filings & sign-off

Weeks 8u201410

Complete beneficial ownership registrations, regulatory notifications, and obtain all sign-off documentation.

"The structuring decisions made in week one of an engagement constrain every regulatory outcome that follows. Get the group right before you file." — Andrei Gofaizen, Founding Partner
04 — Common questions

Before
we start.

The questions we get on every diagnostic call. If yours isn't here, raise it in the consultation.

Because every regulator now reviews group structure as part of the licensing dossier u2014 ownership tiers, ultimate beneficial owners, substance allocation across the group. Filing first and restructuring later means rebuilding the regulatory file mid-review, which extends timelines and often surfaces issues that could have been pre-empted.
It depends on the operating jurisdictions, tax treaty access, and exit profile. The most common holdco jurisdictions across our practice are Singapore, Estonia, BVI, Cayman, Hong Kong, and Cyprus u2014 each chosen for specific reasons (Singapore for SEA-operational groups; Estonia for EU exposure; BVI/Cayman for institutional fundraising; HK for mainland-China-adjacent; Cyprus for FX and EU passporting).
Yes u2014 vetted, professional resident directors in the jurisdictions we cover (Singapore, Vietnam, Hong Kong, UAE, Estonia, Cyprus, Lithuania, Malta, Mauritius, Labuan). All resident directors are engaged on a defined scope-of-authority basis with full liability cover. Nominee or rubber-stamp directorships are not part of our offering.
Economic substance regimes apply in most low-or-zero-tax jurisdictions (BVI, Cayman, Bermuda, Bahamas, Jersey, Guernsey, Mauritius, Seychelles, and others). Entities engaged in relevant activities u2014 financing, IP holding, distribution & service centres, headquarters u2014 must demonstrate adequate on-island activity: directors, employees, expenditure, and core income-generating activity. We design substance into the group from day one, rather than scrambling to retrofit it at audit.
In many cases, yes. Most major offshore jurisdictions (BVI, Cayman, Bermuda) and several onshore (Singapore, Mauritius, Estonia, Malta) permit corporate redomiciliation u2014 moving an entity from one jurisdiction to another without dissolving it. This preserves contractual continuity, licensing, banking, and tax history. We have run redomiciliations in both directions across most material pairings.
Ready when you are

Tell us where
you want to
operate.

Forty-five minutes with a partner. Jurisdiction memo within seven days. No retainer required to start.

GSS Legal consultation
45 min
First call with a partner.
No retainer required.