Pre-incorporation Checklist for an Overseas Company

Overview

Most delays come from preparation gaps: activities that conflict with foreign ownership rules, parent documents not legalised, or no local director or registered address.

Steps

1. Define activities using the target country’s classification, and check them against foreign investment restrictions and licensing lists.
2. Choose the jurisdiction — e.g. mainland vs free zone in the UAE; Sabah and Sarawak differences in Malaysia.
3. Shareholders and directors — check for resident director, company secretary or local representative requirements.
4. Registered address — most countries require a real local address; some activities have premises requirements.
5. Parent documents — certificate, articles, board resolution, power of attorney, usually notarised, legalised or apostilled with certified translation.
6. Beneficial ownership — prepare identity and ownership-chain information for ultimate beneficial owners.
7. Capital and banking — understand capital injection, foreign exchange rules and bank KYC requirements.
8. After registration — tax, social security, sector licences and annual filings.

Documents (general)

• Parent registration certificate and articles
• IDs of shareholders, directors and beneficial owners
• Board resolution and power of attorney
• Proof of registered address
• Business plan (required by some countries or banks)

Common limitations

• Legalisation requirements depend on whether both countries are parties to the Apostille Convention.
• This page gives no processing times or fees; check official fee schedules at the time of filing.

Official resources

See the Business Formation and Official Resources chapters of each country handbook.