Top Considerations for Expanding into EMEA and APAC

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Caitlin: Hello, everyone, and welcome to today's webinar, "Top Consideration for Expanding into EMEA and APAC." My name is Caitlin Alaburda, and I will be your moderator.

Joining us today are Rhuaridh Watt, Rupert Gerald, and Myrna Reijnders. Rhuaridh is a global commercial director with CSC's Corporate and Legal Services Market team, working with a range of corporate, fund, and family office clients to design solutions to manage their global entity portfolios. Rupert is Director of Revenue, Growth, and Strategy. He is the commercial lead for CSC's UK corporate and legal solutions business, responsible for driving and overseeing all commercial activities. Myrna is responsible for global relationship management and business development, working closely with CSC's key clients, prospects, and trusted business partners.

And with that I'd like to welcome Rhuaridh, Rupert, and Myrna.

Myrna: So thank you, Caitlin, for the wonderful introduction. I'm super excited to be here. So let me guide you through today's agenda. We're going to discuss international growth and what are the key trends we're currently seeing in the market. We're going to touch base about the considerations for international expansion, some client challenges that we see when speaking to our clients, and also how we can help. We'll end up with a Q&A.

So this slide tells some more about our services. CSC has presence on five continents, and we're the world's leading provider of business administration and compliance solutions. We're the business behind business. Our expertise and capabilities are in over 140 jurisdictions. We employ more than 8,000 employees. And we already are in existence for over 125 years and counting. So we service over 90% of the Fortune 500, more than 90% of the 100 Best Global Brands, and over 70% of the PEI 300. And last, but not least, we're also servicing 10,000 law firms internationally.

So what are the key drivers for international growth? From the market and also our business, we can distinguish two main drivers. The first one is international expansion or, differently said, entering into a new market to expand your business operations. And the second key driver would be mergers and acquisitions, where we see international legal entities being incorporated and set up for structuring and tax optimization purposes.

So first, there are good reasons to have global ambitions. According to McKinsey & Company, half of all corporate growth in the decade up to now came from international regions. There are regional nuances though. The East Asian and European companies relied on international markets primarily to compensate for slow growth at home, while faster growing regions, such as Latin America and North America gained less benefit from international operations, as you can see on this diagram.

But to succeed at international expansion, it's critical to have a clear source of competitive advantage that is transferable across regions because without it foreign companies will probably struggle to compete with incumbents who better understand the local context. And in this reality, it may explain why companies that grow strongly at home benefit so much more from global expansion. They are more likely to have winning business model aspects, which can be transferred to new regions.

The companies that pursue growth abroad tend to fall into one or more of the four following archetypes. One, business model pioneers, those companies with distinctive business formulas who aim to scale it internationally by accessing customers in new markets and jurisdictions. Then second is global commodities players. Global expansion is top of mind for those companies who are looking to competitively utilize locations to apply low-cost resources and operational efficiency to win higher global market share.

Third one, product innovators. Businesses with cutting-edge products can sell them sometimes with local customizations to international markets. And this approach is prevalent among software-based businesses that leverage the scalable technology to target a global customer base. To succeed, these companies need to constantly reinvest in innovation to maintain a product advantage.

And fourth, brand builders. Those companies are typically consumer goods and apparel businesses whose brands resonate globally. They often tap into segments of emerging markets that are both increasingly brand conscious and able to afford higher-end goods.

So CSC supports our clients with their international expansion strategies, and we see lots of activities from these types of companies. Companies, for example, who are establishing European or APAC headquarters, marketing and sales to attract new customers from these jurisdictions, logistic and distributions. We have companies with activities in a variety of sectors, such as eCommerce, IT and tech, whether it be high tech, fintech, data centers, or AI. We see PEO, HR, consultancy, financial services companies expanding business. Of course, also consumer products, retail and media, pharma, life science, and health, companies supporting the global energy transition and natural resources. Carbon credit becomes more popular these days. And sustainable agri-food companies. Robotics, semiconductors, chip manufacturers. I mean the list can go on and on.

The second driver for international growth comes from mergers and acquisitions, where companies set up overseas legal entities to acquire or sell target companies. And we also see tax optimization still happening. Many companies gain a foothold in their target market by acquiring a local player. And in this case, they need an M&A strategy that defines how acquisitions would help them execute the growth plan, along with clear search and assessment criteria and boundary conditions around size, sector, and geography.

According to Bain & Company's "Global M&A Report 2024," M&A was down in 2023 due to high interest rates and changes in perspective on valuations of assets, where two-thirds of the buyers said a gap in valuation expectations affected the ability to get deals done, and two-thirds of potential sellers are waiting for improved valuations before bringing those assets to market. Many of the assets that didn't come to market in the down year of 2023 will fuel active dealmaking in 2024. Corporates will sell assets that do not fit within their strategy, and private equity will sell aging portfolio companies.

From our discussions with our clients, we expect more scale deals for consolidation before seeing a return to scope-oriented capability investing to drive growth. Competition intensified. Conviction and speed will be necessary to win deals and make them succeed.

In relation to tax optimization, after BEPS and recent implementations of 15 actions, such as Pillar Two, MLI, and enhanced substance requirements, there's less tendency for U.S. multinationals to utilize the advantages of double tax treaties due to recently implemented anti-tax avoidance measures. Multinationals are rather looking to streamline, consolidate, and have efficiency in their global legal entity operations.

So there's a trend to have a focus on certain favorable jurisdictions where business reasons, location, existing infrastructure, and qualified educated staff are present. In the Netherlands, for example, we see the incorporation of SPVs, for example holdcos, to acquire, sell, or restructure targets.

So now we'll pass the mic over to Rupert, where he will discuss further considerations for expansion.

Rupert: Thank you, Myrna. So we're now going to take a look at some of the key practical considerations for overseas expansion. In order to review key aspects to consider and think about those, we've split the next section into three topics — planning for expansion, the setup process, and ongoing maintenance. We think that these three stages mirror the key stages from initial setup to ongoing maintenance throughout the lifespan of your new legal entity.

Okay. So the very first question to consider is, why is the overseas entity required? Although this perhaps seems very basic, it really is the starting point to determine the nature of the entity that you're forming, how to set it up correctly in order to engage in your desired business activities, and what annual obligations [inaudible 00:11:26] in order to ensure that your entity is in good legal standing and is operationally functional at all times.

As an example, the most high-level difference in these activities perhaps is whether this will be an operating entity, typically used to engage in day-to-day business activities, perhaps hire staff, engage in contracts, maybe sales contracts with third parties, or whether it's going to be a holding company. A holding company will typically have no business activities, but it's set up for a specific purpose. This might be financing, investment structuring, or perhaps tax optimization.

So once the entity nature is established, there are a number of criteria to consider. To help look at these, we've highlighted, as you can see on the slide, six areas that will typically be required by your local country authorities when incorporating the entity.

Firstly, we've got the entity type. Common entity types might include a private limited company, a partnership, or perhaps an overseas branch, each of which have different governance structure and generally are used to satisfy different purposes.

Company name, although this sounds very obvious, you'll also need to choose a suitable company name. Not only a name that represents your corporate or your brand, but also considerations include whether a similar named company already exists in that country, or perhaps whether the jurisdiction in which you're incorporating requires a specific naming convention, or maybe even whether that name in that particular country can or should be reserved in advance. As an example, in China, reserving the company name and seeking approval from the local Chinese authorities for the company's business purpose is a crucially important step and indeed the first step in the company registration process. Myrna, do you have any similar examples?

Myrna: Yeah. Well, for example, in the U.S., where name availability reservations and registrations, those will need to happen at the jurisdictional authority of the state of formation, for example, with the Secretary of State in Delaware. On the other hand, in the Netherlands, the notary handles the incorporation of an entity and checks whether a chosen name for the entity complies with the Trade Name Act, with the Dutch Trade Register.

Rupert: Thank you. So the third area that we put down here is the registered office address. Having a local registered office address is a very common legal requirement for forming a company in almost any jurisdiction that certainly I can think of right now. Now when you don't have a physical local office, we, of course, CSC can provide a registered office address in a domiciliation service that will allow you to use our address to satisfy the domiciliation requirement locally. And in certain circumstances, even when you do have your own physical office, there might still be practical benefits of using CSC's registered office address.

I'm going to bring in Myrna again for any additional thoughts.

Myrna: Yeah. Well, in the US.., the concept of registered office address where service of process is handled is not the same across regions and jurisdictions internationally. Where, for example, in the Netherlands, the domicile of a legal entity is the municipality where the legal entity has its official seat in accordance with the law and the articles of incorporation.

In addition, there are some distinctive outliers in EMEA or in APAC for that matter, where, for example, China and Qatar, the concept simply doesn't exist. In both of these cases, you need to show either an office lease agreement or an ownership title to commercial property before you're able to register a company in that jurisdiction. And there are different names for, in fact, the similar needs, which are, for example, domiciliation registered agent, registered address, and so forth. So it's crucial to have the experts of the local jurisdiction involved to make sure that you comply with local laws and regulations.

Rupert: Absolutely. A lot of areas to consider I think.

Myrna: Yeah, for sure.

Rupert: Great. So the fourth point we listed is the share structure, and obviously this is relevant only to companies with shares. But in those scenarios, you have to consider firstly who the immediate shareholder will be of your newly-formed company and also what will the exact shareholding structure be. Typical considerations might be the number of shares to be issued, the value of each of the individual shares, the currency denomination, and perhaps even the share class.

Next on the list we've got board composition. And so for a limited company and other similar corporate types that do require a board of directors, you'll need to know on incorporation who the individuals will be, who will be appointed to the board on day one. This will include residency requirements and whether there is a local legal requirement to have a locally resident director. As an example, in Australia and in Singapore, a locally resident director is legally required, although in other jurisdictions, such as the UK, it's not.

So closely linked with board composition is the next and final point, and that's the concept of governance. So there is a close tie-in with the board composition and governance, which together will really dictate how the company is run, typically in accordance with the company's articles of association, the bylaws, the partnership agreement, or whichever similarly governing document is required for that specific entity type. Aspects to consider may include the decision-making process, how you document and ratify key decisions within the business, or perhaps the frequency of board meetings.

And Myrna, perhaps let's use the Netherlands as an example. It'll be great to hear how board composition, governance requirements, and maybe also tax substance, how they're all interlinked and how they work locally.

Myrna: Yeah. Thanks, Rupert. So in the Netherlands, tax substance requirements stipulate that at least 50% of the total number of statutory directors with decision-making authorities are tax residents in the Netherlands. And besides the stipulations in the articles of association, tax substance requires that management decisions are taken while being physically present in the Netherlands. It entails a material test, meaning that board meetings must be held regularly in the Netherlands, and all directors should be physically present in country. And during those meetings, important decisions that will impact the business must be made during the meetings in the Netherlands.

Rupert: Brilliant. Thank you so much. So moving on to the second phase, having established the parameters and details with which the company and the entity will be incorporated, let's move on to the setup process and look at the actual the physical incorporation or formation process.

So firstly, how to form a company. The actual formation, it's key to note that the setup process varies depending on the jurisdiction or the country in which you are setting up. Sometimes it may be referred to as incorporation, formation, or registration. In certain jurisdictions, a service provider, such as CSC, is of course able to form the company on your behalf. In other jurisdictions, most commonly in Europe, we would front the formation process, but would actually engage a third-party provider, a notary public to manage the formation with the local authority as required by the local process.

In addition to the cost of formation, government disbursements, and the time frames that it takes to incorporate, which again will vary, and depending on where you set up your new company, another notable difference might be whether an entity must be formed in its own right, or perhaps whether a pre-existing shelf company can be bought in jurisdictions that allow the purchase of shelf companies. That might be [inaudible 00:20:14] process to having an operating entity or operational entity.

So secondly, additional setup requirements, having now formed the company and established the anticipated business activities of the entity, it's important to ensure that it has all the relevant registrations required in order to engage in the anticipated business activities. So I'm going to use the UK as an example. Some areas to consider would be employment. So if the entity wants to hire employees, you'll have to register it as an employer with HMRC. Similarly, if the entity is going to generate profits and qualify for VAT, value-added tax, then this also requires a separate registration. And the third example specific to the UK would be whether or not a visa sponsorship license might be required, which would be if you're planning on sponsoring visas for overseas colleagues who perhaps want to immigrate to work for the new company.

So specific setup requirements will vary per jurisdiction. But it's key to remember that our local offices across the CSC group are experts in the local regulatory framework and requirements, and we will be on hand to guide you through entire process.

Next we're going to take a quick look at the bank account opening process. This really is generally the most common question that we receive when supporting clients through the overseas expansion process. The global banking environment has unfortunately become increasingly challenging as the banks have come under growing scrutiny over the last several years from local authorities and also local regulators. In terms of the options for bank account opening, options typically include using the local or the country branch of your existing banking provider, wherever your HQ is based in the U.S. perhaps.

You can identify a local standalone bank, and you can even use fintech banking providers. Over the last few years, we've seen the emergence of various fintech banking players, who typically offer a streamlined account opening process, an easier route to satisfy KYC and due diligence requirements. And it's great because it provides an additional option to your conventional, kind of well-established institutional banks. In certain jurisdictions, CSC may also have local partnerships with banks to facilitate a more streamlined account opening process, and that's often based on the KYC and the due diligence that we have undertaken already on our clients, which the bank then relies on.

I think the only final point to mention is the difference between international banks and local banks. In a handful of countries, for example China and India, it's practically advisable to open up an account with a domestic bank, which will facilitate payments to local authorities, and perhaps simultaneously open up an account with an international bank to facilitate connectivity with your international group of companies and kind of the banking framework that you've got in place.

Myrna, it would be great to hear a little bit about the bank account opening process perhaps in the Netherlands and Luxembourg.

Myrna: Yeah. Thanks, Rupert. So in Luxembourg, it is actually crucial to open a local Luxembourg bank account before the entity can be incorporated as it is required by law. In the Netherlands, a local bank account can be set up after the incorporation, but you do need to take into account the timing before actual payments can be made on the bank account. So make sure that you manage the expectations and KYC and due diligence are conducted until the bank account is open. Oh, that's a great bridge to onboarding and KYC. Rupert.

Rupert: Yeah. Yeah, it is. Thank you. And perhaps one more point to make is that the time frames that we often see for the bank account opening process. Again, it depends on the route that you go down to open up your account. But in general, the time frames would range from a couple of weeks to a couple of months, and perhaps even longer if the business has got certain high-risk factors that the bank will process and scrutinize. So it's really important to think about the choice of route for banking in that country, and then factor the likely time frames into your overall project plan.

And as Myrna said, that is a good segue into onboarding and KYC. And I think no need to spend too long talking about it, but it's worth mentioning for awareness. Different jurisdictions are, of course, governed by different authorities, different regulators, who will typically dictate the level of onboarding and customer due diligence that the banks, that CSC, and all of our peers would have to undertake when entering into client engagements. And again, I think it's just worth considering so that the anticipated time frames for onboarding can be baked into your timelines and your overall project plan. We do, of course, work hand in hand with our clients to make the onboarding process as seamless and smooth as possible.

The final point that we're going to mention on the setup process is the use of third-party advisors. Depending on the complexity of your setup, it may be recommendable to engage third-party advisors, who we also would work extremely closely with, such as tax or legal advisors, to advise you on the optimal company type and structuring for your new entity.

For example, when entities [inaudible 00:26:05] for investment purposes, the tax consequences will commonly play a very large part in deciding which jurisdictions in which to incorporate or to set up those holding companies and the investment structure. So in this scenario, it's very common to engage a professional tax advisor to help guide you on the optimum structure to maximize the tax efficiency and the tax benefits. We then, of course, will work together with yourself, based on the guidance that the tax advisor has given, to form the structure and make sure that it works extremely smoothly.

So now we move on to our third part under this section, which is ongoing maintenance. Each jurisdiction has got different local statutory obligations and maintenance requirements that must be satisfied in order to ensure that the entity remains legally active and in good legal standing. Now the good news is that our primary purpose in CSC is to make sure that we help you navigate these local requirements and that we ensure that all of the legal requirements, statutory obligations, filings, returns, etc. are fulfilled promptly and to a very high standard.

Local service offerings in each of our jurisdictions where we operate have been carefully tailored to ensure that we support you in meeting all of the statutory, legal, and regulatory obligations from a corporate secretarial and financial administration perspective. So as you can see on the slide, we've listed a number of examples typically required in each country, and we'll take a quick look at each one of these.

So first, statutory compliance. Almost all jurisdictions have some form of annual return, although these will vary perhaps in content and format, depending, of course, on local regulations and local legal requirements.

Now looking at financial administration, accounting obligations generally encompass the potential for annual financial statements and maybe or probably the satisfaction of a local audit. Again, different jurisdictions will have different requirements, and these will also likely vary depending on the size and the nature of activity of your specific entity. So for example, in the UK, an annual audit is required for all companies, although this may be alleviated if the entity meets certain exemption requirements, again based on the size and based on the nature of the activity. So it's important to have a clear understanding of what the local requirements are for financial administration, especially in the context of exactly what it is that your company engages in so we can help you understand whether certain exemptions are applicable or exactly what hoops you need to jump through to satisfy the financial administration obligations.

Very similar with tax compliance. Your tax obligations will vary. Common types of tax, from a corporate perspective, might include corporate income tax, VAT, or a number of jurisdictions GST. In addition to the nature of tax filings, the frequency would also vary. One example, again, big in the UK where corporate income tax is filed on annual basis, VAT is filed on a quarterly basis. In some jurisdictions, China for example, there are even monthly tax reporting obligations.

Moving on to corporate governance, we touched on this a little bit earlier. But the level of corporate governance you will adhere to will likely be a combination of local legal requirements and also internal preference for the level of structure and rigidity that you'd like to adopt surrounding the management and maintenance of your legal entities.

And then the final point we mentioned is tax substance. So you may have requirements for how much tax substance is required in order to qualify for local tax treatments. This is typically most relevant for entities that have been set up specifically for tax optimization or investment structuring purposes, with common factors affecting tax substance, including the number of local resident directors, the degree of local physical presence you need, and also demonstration that mind and management takes place onshore in that jurisdiction. And just to emphasize again, this concept of mind and management is extremely important when looking at tax substance. So as we mentioned in the prior slide, your tax advisor will advise you on the level of tax substance required, and we will then work with you throughout the lifespan and the life cycle of the entity to make sure that those substance requirements and that standard is met.

That's all from me. And now I'll hand over to Rhuaridh to talk about some of the top challenges that our clients face when managing their global legal entities.

Rhuaridh: Thanks, Rupert. So anyone who's ever gone through the process to expand into a new market will likely have faced some challenges. Normally the first challenge our clients face is navigating the legal and cultural differences in the new jurisdiction. In the U.S. for example, you might be used to setting up a company same day with very little actual effort, but in some jurisdictions it can take over a month and can even include an in-person visit to a local notary. In some countries, the company registry even closes for a few weeks during the summer because the local staff are on vacation.

As Rupert mentioned earlier, there might be different entity types that you're unfamiliar with as not every jurisdiction has a direct equivalent to an LLC or a corporation. Instead you might find a wide range of different company types that you'll need to choose from. There could also be various roles that you're unfamiliar with, which are required under local law. For example, in many countries companies are required to appoint a local agent or a representative to interact with the local company registry or tax authorities.

So the key point here is to make sure that you factor in enough time to go through the fact finding and planning stage before expanding into a new market and to make sure that you have a reliable partner to help you navigate through the various challenges that will inevitably pop up during the process.

On to governance. So during the setup phase, you'll also need to consider how the company will be run and managed going forward. So many of our clients do this by developing a governance framework for both their domestic and international entities. So when you're developing this framework, it's worthwhile considering a few points. Firstly, as Rupert mentioned, what will the board of the company look like? So who will act as a director of the local entity? Will this position be performed by members of the existing management team? So in many jurisdictions, a local director is required. Will you hire that individual, or will you outsource this role to a service provider? How does the management of your new entity fit within your existing management structure? And what happens when a board member leaves the company?

The second topic to consider is how the company will be managed on an ongoing basis. Again, here there are some questions to raise internally before moving ahead like: How many board meetings are required per year? Should the board meetings be in person with the directors flying in to attend? Should there be a standard draft agenda that's prepared to make sure that each meeting is run consistently? Who's going to be responsible for sending out notices and board packs, arranging the meeting, and preparing the minutes?

So once you've answered these questions with the help of your advisors and your local team, you'll be able to create a governance framework which can be applied consistently to each of your global entities. And there might be some differences between jurisdictions and specific companies depending on the activity that the company is carrying out, but at least there will be a consistent approach.

Another challenge is complying with tax developments and economic substance. So the global tax landscape is always changing and evolving. So it can be difficult to keep track of new developments across your entity portfolio. So one area that's been a common theme around the world is the introduction and development of economic substance legislation. This is a wide-ranging and complex area. So it's important to make sure that you receive professional tax and legal advice from local experts, when building out your entity governance framework, to make sure that it also meets the economic substance requirements.

Another challenge is dealing with multiple stakeholders in different jurisdictions. As our clients grow into more jurisdictions, they also have to manage a multitude of different relationships, from service providers, lawyers, accountants, and internal stakeholders across multiple jurisdictions. And this could be particularly challenging when trying to complete a project that affects multiple jurisdictions, like a director change, or if a key person in your organization either leaves or is unavailable.

Similar to the tax environment, the regulatory environment can also be difficult to navigate because each jurisdiction has its own rules and requirements, which are constantly changing and being updated. Managing filing deadlines and complying with new requirements can very quickly become time consuming for in-house teams.

So one of the ways to track your filing deadlines and house all of your relevant entity data is by using an entity management software platform. At the moment you might be using spreadsheets and shared drives, which is working fine for now. But as the volume and number of your global entities increases, it can be very difficult to easily find documents and information and also to report accurately on the portfolio.

So now that we have discussed the considerations and challenges when expanding internationally, we'll spend some time looking at how CSC can help. So you'll see here on the left-hand side some of the common challenges that our clients face, most of which we've already covered. But how does CSC help to overcome these challenges?

Well, first of all, we have a team of experts with a wealth of knowledge and experience across the world to help clients set up and manage their global entities on a daily basis. They can help you navigate the local nuances and requirements to make the process as smooth and pain free as possible. Our teams are also proactive in keeping track of any new legislation that's been introduced, which might impact your clients, and they'll always reach out to make you aware of any steps that need to be taken. And in many cases, they're well placed to handle any new filings that are required.

So CSC is a global service provider with true global coverage. So we can act as a one-stop shop to help you expand into new markets and manage your global entities. We're also committed to offering transparent pricing and work as much as we can on a fixed fee basis for providing both one-off and recurring services. And finally, all of our services are backed up by our award-winning entity management technology platform, which will act as your single source of truth for entity data and which is also managed by our teams.

So CSC provides a wide range of corporate secretarial, accounting, tax, cash management, and payroll services across all of our global offices. So here you see just a high-level summary of the services we offer. However, we aim to provide all of the services needed to efficiently manage your overseas entities throughout their entire life cycle, so from incorporation to the day-to-day management all the way through to liquidation.

So at CSC, our service and delivery approach are constantly evolving based on client feedback. So previously, many of our clients were looking for a convenient, simple, and efficient way to manage their global entities, so we developed our Global Subsidiary Management platform to achieve this. So GSM provides a single point of contact in one of our three hubs across the world, and they will act as your coordinator for all your domestic and international entities across any of the 140 plus jurisdictions that we cover. So our GSM services are designed to be flexible as we understand that your needs and requirements are constantly changing. So our service agreement can be easily updated to add or remove services and jurisdictions as required.

So the core of our GSM offering is the Annual Compliance services, which you'll see on the left-hand side, which capture the statutory minimum required to keep each entity compliant with the local requirements. The scope of the Annual Compliance package is different in each jurisdiction. However, we will typically include services around the annual general meeting, the filing of annual accounts, and any other statutory filings that are required.

So on top of this basic package, we can also provide a range of additional services through our GSM platform. This includes ad hoc requirements, like formations, director changes, as well as recurring services, such as providing a director or registered office address.

If even further support is required, we can provide a range of additional services, such as accounting, tax compliance, and payroll services across a number of jurisdictions. GSM is designed to be an efficient and transparent way to manage all of your global entities in one platform with one team.

Caitlin: Thank you Rhuaridh, Rupert, and Myrna for a great presentation today.