Private Entity Corporation Structure

EhcHK

New Member
Jul 23, 2021
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Hi I need some help on setting up the structure for some funds coming from Hong Kong.

The purpose is to create a (or multiple) private equity firms that deal primarily in Convertible Bonds(CB), Convertible Promissory Notes(CPN)/etc, essentially offering mezzanine loans for firms that are listed on the OTC Markets & Nasdaq (primarily our business will be focused on the Nasdaq markets). I have clients from mainland China that my partners will be interacting with to merge the firms onto a US pubco.

Now my goal is to create up a few of these PE firms to hold these assets. While I am a US resident, my partners are based in HK.

What jurisdiction would be best to create up the firm?
1. I would need to be able to have a bank account that is accepted by US Brokerage firms (to clear through these pipe investments).
2. I would like to have the ability to remain as off the books if possible.
3. Transferring funds from the bank accounts and brokerage firm smoothly.
4. SARs reporting from the brokerage firm as minimal as possible.

In the future I would also need to set up a foundation for an ICO, but that will be for another date.
 
EhcHK said:
Hi I need some help on setting up the structure for some funds coming from Hong Kong.

The purpose is to create a (or multiple) private equity firms that deal primarily in Convertible Bonds(CB), Convertible Promissory Notes(CPN)/etc, essentially offering mezzanine loans for firms that are listed on the OTC Markets & Nasdaq (primarily our business will be focused on the Nasdaq markets).
Click to expand...

Sounds like you want to engineer a disguised takeover of those Nasdaq companies for Chinese buyers.

EhcHK said:
I have clients from mainland China that my partners will be interacting with to merge the firms onto a US pubco.
Click to expand...

Sorry are you just trying to get around SEC scrutiny for Chinese investors buying out US companies? This is something you should NOT even contemplate being involved with.

EhcHK said:
Now my goal is to create up a few of these PE firms to hold these assets.
Click to expand...

Why do you need multiple firms. One would do right?

EhcHK said:
What jurisdiction would be best to create up the firm?
Click to expand...

Why not just use a US company or a HK company?

EhcHK said:
1. I would need to be able to have a bank account that is accepted by US Brokerage firms (to clear through these pipe investments).
Click to expand...

This is straight forward.

EhcHK said:
2. I would like to have the ability to remain as off the books if possible.
Click to expand...

Why? ns2

EhcHK said:
3. Transferring funds from the bank accounts and brokerage firm smoothly.
Click to expand...

Again straight forward

EhcHK said:
4. SARs reporting from the brokerage firm as minimal as possible.
Click to expand...

Ok now whats going on here? This is not within your control and is down broker and their AML obligations.


You really need to explain purpose of your actions here. Bottom line is you got Chinese buying up US companies via a sham PE company with notes and bonds engineered I guess to convert and gain some or all ownership. Then you want to remain off the books and furthermore you want very little SARs filed by broker.

Unless I have got your actions wrong - which I doubt I would stay away from such involvement. The US Federal government is no joke and this is not gray area stuff or minor shady stuff this is full on conspiracy under Federal law 😕.

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.
 
Sounds like you want to engineer a disguised takeover of those Nasdaq companies for Chinese buyers.



Sorry are you just trying to get around SEC scrutiny for Chinese investors buying out US companies? This is something you should NOT even contemplate being involved with.
It is not to get around the scrutiny for Chinese Investors. My interactions with the Chinese firms is primarily related to operating the SPV entities. The Chinese firms are not purchasing an existing real business, but rather a formerly dormant shell. We are acting as the SPV party, and facilitating the purchase of the Chinese Entity, not the other way around. This is traditionally done in the market.





Why do you need multiple firms. One would do right?

The purpose is for other funds is that these firms would be structured differently for our investor's risk appetite if it works out. These funds either are structured for investments into Nasdaq entities, or crypto operations, therefore the risk profile, and likely regulations are at play. So this sort of plays into why I am looking to just offshore the entities in an area where it will be easy for financial transactions.





Why not just use a US company or a HK company?

Taxes are the primary reason, as I am looking for a jurisdiction that will allow certain transactions within the individual PE entities. In addition Hong Kong has some restrictions on the trading of some securities, and while they may be legal in the United States, it may run into some issues there





This is straight forward.

Yes after reviewing my message I realized that it was redundant. Late night while out doesn't make the most coherent of messages hahaha

Why? ns2

The primary reason is that these entities maybe transferred or sold to another party in the future. I would rather avoid the tax consequences of the transactions, or perhaps the regulations from the investments in the Crypto industry. This is something that my partners in Hong Kong had specified in regards to crackdown on crypto currency investment. As I also have some involvements with mainland Chinese firms (unrelated to the NASDAQ SPV entity), held under my name, I would rather not show up on the radar there if you know what I mean...





Again straight forward

See above. I suppose also the main thing here is to have a perhaps a BVI account and firm, I just do not have enough experience there in that regard. So I would like to see which would be the best suited for my operations.





Ok now whats going on here? This is not within your control and is down broker and their AML obligations.

This is more related actually to my holdings in mainland China, rather than the SAR. I would like to avoid the double whammy, in terms of operational smoothness. I don't want to have future problems popping up.



You really need to explain purpose of your actions here. Bottom line is you got Chinese buying up US companies via a sham PE company with notes and bonds engineered I guess to convert and gain some or all ownership. Then you want to remain off the books and furthermore you want very little SARs filed by broker.

So let me clarify

1. My partners and I will be the partners that operate SPVs or OTC market shells, and we will be essentially either fixing up these entities before the acquisition prior to using these vehicles to acquire Chinese firms. Of course we will be raising the funds for these SPVs to do so, while in the case of the OTC shells, we are essentially finding an acquisition target.

The purpose of creating multiple PE firms is to raise funds for different ventures, and in addition, investing our own funds in there. So lets say for the example of the OTC Shells, we would be willing to finance them to either help clean it up, or if a firm from Mainland China be merged in, we would also be willing to finance them at a future point. The funds also will be used to finance Nasdaq firms once they have been operating, providing any capital that they may need to run. Of course we will be filing any insider reports, as I don't intend to hide the relationship that the parties may have had (in this case, acquiring the private firm). We will not make any guarantees to finance them, nor any promises of any future benefit. I fully anticipate that these firms be considered at arms length to the entity, and I am just preparing for that case.

So to sum it all up (and I do apologize for the poor wording, as rereading this over sober, even I would report or consider this as conspiracy lol), I am primarily worried about the Chinese government taking actions against myself for the investments made in these firms, either through a blacklist, or some other means...

And while of course we can just setup a US entity (HK is out of the picture due to the proximity and mainland involvement there encroaching), the taxes on the transactions isn't beneficial, in addition I am also worried about crypto regulations expanding here, and rather than having to make the decision at that point, I would rather do it all now, and get all the tax, regulatory, political benefits that an offshore entity can provide.



Thank you Martin, hopefully this answers your questions, and my apologies about the substandard writing of the first post. It does truly look suspicious without the other concerns and reasonings behind it.

Unless I have got your actions wrong - which I doubt I would stay away from such involvement. The US Federal government is no joke and this is not gray area stuff or minor shady stuff this is full on conspiracy under Federal law 😕.

Last edited: Jul 25, 2021
 
Ok so you want to find some dormant OTC shells clean them up financially and then use them to purchase Chinese companies to take them public like a reverse merger or sell the cleaned up entities on?

Then the BVI firm is there to finance (loans etc) the activities of the OTC shells that are being cleanup etc? Hopefully I have understood you correctly but correct me if I am wrong conf/(%.


Anyway I will keep this reply short until you confirm if I understood you correctly. This reply is not financial advice and is not intended ro yourself as a US person but your partners.


1. Firstly they would setup a BVI company or as many as needed.

2. They would need to work with an offshore US territory bank that deals predominantly with Chinese investors investing offhsore and is accepted by US brokerage firms as it has local routing payment instructions. Standard International Bank in Puerto Rico is one such bank that has a direct Fedwire account with the Fed and ABA routing number etc. You would be opening a Private Corporate Account for the BVI's with them which they allow.

Tax wise with a BVI company and Puerto Rico bank account there is no tax to be paid and no reporting currently. However it is down to the operators and involved parties to fulfill their tax reporting obligations and stay compliant with their local tax laws else someone should move to a tax free country to initiate this all.

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.
 
Martin Everson said:
Ok so you want to find some dormant OTC shells clean them up financially and then use them to purchase Chinese companies to take them public like a reverse merger or sell the cleaned up entities on?
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Yes, and we have already operated these Shells. In some cases, the entities are owned by our partners, or direct associates (which will be reported).
Martin Everson said:
Then the BVI firm is there to finance (loans etc) the activities of the OTC shells that are being cleanup etc? Hopefully I have understood you correctly but correct me if I am wrong conf/(%.
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Yes, the BVI firm will be making the investments either before or after. Depending on the compliance of the securities laws. The notes will not be the typical toxic notes associated with the OTC Markets.
Martin Everson said:
Anyway I will keep this reply short until you confirm if I understood you correctly. This reply is not financial advice and is not intended ro yourself as a US person but your partners.
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Naturally haha, the SEC is pretty tight on giving advice out without having an RIA.
Martin Everson said:
1. Firstly they would setup a BVI company or as many as needed.

2. They would need to work with an offshore US territory bank that deals predominantly with Chinese investors investing offhsore and is accepted by US brokerage firms as it has local routing payment instructions. Standard International Bank in Puerto Rico is one such bank that has a direct Fedwire account with the Fed and ABA routing number etc. You would be opening a Private Corporate Account for the BVI's with them which they allow.
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1. Yes I'm thinking that is the pathway to go down.
2. That is one of the structures we've taken a look at. I'll check up on the Standard International Bank, thank you for the suggestion.
Martin Everson said:
Tax wise with a BVI company and Puerto Rico bank account there is no tax to be paid and no reporting currently. However it is down to the operators and involved parties to fulfill their tax reporting obligations and stay compliant with their local tax laws else someone should move to a tax free country to initiate this all.
Click to expand...
3. Hmmm, it had just been a doozy with COVID19 involved in the situation, where it is much harder to travel to say Dubai and back to China given the 2 week quarantines each time... Covid doesn't really look like it's heading away too soon. Hong Kong currently still has avenues, but it is just getting more tight. When you mention someone, I am assuming that you are referring to these BVI companies are held in that individuals hands? Wouldn't it be possible to structure out an additional trust domiciled in these jurisdictions, or are they looking for the UBO
 
EhcHK said:
When you mention someone, I am assuming that you are referring to these BVI companies are held in that individuals hands?
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Yes

EhcHK said:
Wouldn't it be possible to structure out an additional trust domiciled in these jurisdictions, or are they looking for the UBO
Click to expand...

UBO will have to be on it. Plus complex trusts are also next to impossible to bank outside pure wealth management purposes. Plus I can tell you that almost no legit firm is going to work with a US Person in any offshore structure.

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Please note my posts should not be taken as financial or tax advice. Please seek professional advice in that respect.
 
I'm serious following this thread, but as Martin says it is complex and not for the man on the floor I believe.
 

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