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Company Structure

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Company Structure

What does a company consists of in legal terms.

Offshore company structure – What is the registered office? What is Annual Return? Do you need a secretary? Find the answers below.

Offshore Company Structure

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Company Legal Requirements

What is a registered office? Can you register a company to a PO Box?

The Registered Office ‘RO’ is the legal address of the company and it cannot be registered to a PO Box address.


All limited companies must have a registered office address in the jurisdiction where they are formed.  This is to enable receipt of official correspondence and to provide an address for the service of legal processes. 

What is 'AR' Annual Return? Which countries require these?

This document is required by most common law, e.g., English-style legal systems for all companies annually. It is a statement made by the company (company secretary or director) and filed at “Companies  House”, i.e. the Companies registry.

In England, Annual Returns are called ‘Confirmation Statement.’

Company Secretary

Does a Hong Kong company need to have a company secretary?

Yes, it is required to have a company secretary for a Hong Kong company.

Does a Singapore company need to have a company secretary?

Yes, it is required to have a company secretary for a Singapore company.

Does an IBC company need to have a company secretary?

No, companies formed under IBC legislation based on the Delaware model. Where appointed, (by the directors), the company secretary is not an employee of the company but rather an officer of the company with a specific responsibility. 

What is a Registered Agent? What is the purpose of a registered agent?

This combines the role of registered office & company secretary in IBC jurisdictions where it is compulsory to have one. RA’s generally file annual returns and pay taxes etc., on behalf of the company.

Is a registered agent the same as the owner?


Company Certificates

What is a Certificate of Good Standing?

Certificate of good standing – a registry-issued document that confirms that its filings are up to date.  In some cases, it will also confirm the current directors and shareholders, thus preventing the need for a Certificate of incumbency.

What does it mean for a company to be in good standing?

The company is not in a good standing if it did not payRegistered Agent or government fees on its annual renewal.

What is a Certificate of incumbency

A Certificate of Incumbency is generally issued by the company secretary/registered agents and confirms the current directors and shareholders.

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