Terms of Business
“Loralie group” means a group of companies offering company formation and related services. Member companies are independent of one another and have no authority, with regard to any other group member, to represent, bind or act directly or indirectly as a statutory, managing or general agent, representative or attorney for any purpose whatsoever, nor to be based in any jurisdiction outside that in which they are incorporated.
“Loralie” means a member of Loralie group which expression shall include their successors in title and assigns on its own behalf and as agent for the Loralie Officers (as hereinafter defined) and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them).
“Loralie Officers” means any person, firm or company nominated by Loralie who may from time to time be appointed as director, alternate director, secretary, assistant secretary, manager, partner, accountant, VAT or tax agent, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (as hereinafter defined) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).
“Entity” means a company, trust, partnership or other legal entity or structure established and / or administered by Loralie at the request of the Clients (as hereinafter defined).
“Services” means the provision by Loralie of management, administration and / or other services (including the operation or control of an Entity’s bank account(s)) requested by the Clients or the Clients’ Appointees (as hereinafter defined) or such other services provided by Loralie to maintain the Entity in good standing in its country of establishment or incorporation.
“Clients” means in the case of a foundation the Settlor of the foundation and in the case of a company or other legal entity the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns.
“Clients’ Appointees” means any person who is not an Loralie Officer and who may from time to time be nominated or appointed to act as Managing Agent (as hereinafter defined), director, alternate director, secretary, assistant secretary, manager, partner, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (which expression shall include any of them).
“Managing Agent” means a person who may in writing be authorized by the Clients to issue requests or instructions to Loralie or to accept service of any notice from time to time issued by Loralie relating to the Entity.
“Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published on Loralie’s website (www.loralie-group.com) and shall be deemed to include such other conditions which Loralie may from time to time advise to the Clients or the Clients’ Appointees or publish on its website. These Terms of Business apply to all of Loralie’s Clients and Clients’ Appointees.
2. Unacceptable Business and Activities Requiring Pre-approval
“Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, Switzerland, the United Kingdom or any successor or similar international organization.
“Prohibited Persons” means persons:
prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.
who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).
who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.
who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union, the United Kingdom, Switzerland or any successor or similar organization.
who are government officials or politicians.
“Prohibited Activities” means activities not approved or accepted by Loralie and which, without prejudice to the generality of the foregoing, include activities relating to:
arms, weapons or munitions;
mercenary or contract soldiering;
security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture or which may otherwise be used in an offensive manner;
technical surveillance or bugging equipment and industrial espionage;
dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
human or animal organs, including blood and plasma;
the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;
adoption agencies, including surrogate motherhood;
the abuse of refugees or human rights;
the provision of degrees or qualifications;
any activity which may damage the reputation of Loralie or the country of establishment or incorporation of the Entity.
Pre- Approval Required Activities” means:
Financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity..4.2
Any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction.
Advertising an Entity or any address belonging to Loralie by any means (including the Internet).
If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining Loralie’s prior written consent, Loralie may at its discretion immediately terminate the Services or take any of the actions referred to in Paragraph 8.4 hereof.
The Clients undertake, warrant and covenant with Loralie that:
they have full legal capacity to enter into an agreement with Loralie in accordance with these Terms of Business and to acquire the Entity and to receive the Services.
when the Entity is not a foundation, they are the ultimate beneficial owners of the Entity.
they are not and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.
The Clients undertake and warrant with Loralie that they:
will comply with Loralie’s Terms of Business.
procure that those appointed as Clients’ Appointees understand the legal duties and obligations created by these Terms of Business and shall, if so required by Loralie, procure that such persons enter into direct written agreements with Loralie agreeing to comply with these Terms of Business.
have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity.
agree that Loralie may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps Loralie is required to take in administering the Entity and providing the Services.
will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity.
The Clients jointly and severally (for themselves and on behalf of the Clients’ Appointees) covenant with Loralie and with the Entity and, where appropriate, shall procure that the Entity covenants with Loralie that they will at all times indemnify and keep Loralie indemnified:
against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against Loralie in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;
in respect of anything done or omitted to be done by Loralie, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of Loralie or to any liability arising as a result of fraud on the part of Loralie;
in respect of any failure by Loralie to comply, wholly or partially, with any instruction or request made by the Clients or the Clients’ Appointees or any errors or incomplete instructions or requests received by Loralie;
in respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;
in respect of any penalties, fines, fees or other liabilities incurred by the Clients and / or the Clients’ Appointees and / or the Entity in relation to the Entity and / or the Services.
5. Exclusion of Liability
Loralie expressly disclaims any liability to the Clients, the Clients’ Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and / or the provision of the Services by or to the Clients, the Clients’ Appointees, the Entity or any other person.
Loralie does not provide taxation advice in any jurisdiction in relation to the delivery of Services nor in any other circumstances. Accordingly, Clients must, at all times, seek tax advice only from independent and appropriately qualified professional advisers. Loralie accepts no liability for loss (including statutory interest or penalties, legal and other professional fees) which, in relation to taxation, Clients may suffer consequent on the delivery by Loralie of the Services.
6. Clients’ Obligations
The Clients must give Loralie at least 90 days’ advance written notice of their intention to discontinue the Services.
The Clients must obtain Loralie’s written consent before seeking to change the beneficial ownership of the Entity or seeking to appoint new Clients’ Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as Loralie may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and Loralie reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.
The Clients shall and shall procure that the Clients’ Appointees shall:
Ensure that the entity will comply with all laws binding upon it and that the entity will not be used for any illegal purposes.
Ensure that all assets introduced to the entity are the client’s lawful property and will provide full details of the source of funds.
Ensure that the assets introduced are not in any way connected with illegal activities.
immediately inform Loralie of any matters which might affect the Entity and / or influence Loralie’s willingness or ability to provide, or continue to provide, the Services.
immediately inform Loralie of the nature of the activities and business of the Entity and seek Loralie’s prior written consent before making any material changes to those activities.
obtain Loralie’s prior written consent before placing any advertisement or making any public announcement relating to the Entity or any activities undertaken by it.
immediately provide Loralie without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity.
at all times pay to Loralie any sum due to Loralie including any fees, disbursements and expenses incurred by Loralie in connection with the Entity and / or in providing the Services (including fees charged by Loralie in relation to the provision of the Services).
7. Additional Clients’ Obligations When Loralie Provides Loralie Officers
When Loralie provides Loralie Officers, the Clients must, at all times, keep the Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of Loralie or the Loralie Officers pay to the Entity or Loralie on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including Loralie’s fees).
When Loralie provides Loralie Officers, the Clients shall and shall procure that the Clients’ Appointees shall:
immediately inform Loralie of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity.
at the written request of Loralie immediately provide information to enable Loralie to prepare annual or other statutory returns, financial or other statements in relation to the Entity.
immediately provide full details of all customers / suppliers and other third parties to facilitate audit management.
not without Loralie’s prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the Entity. Loralie reserves the right to request further information concerning such proposals and to decline to accept such applications.
immediately advise Loralie in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the Loralie Officers.
where the Clients or the Clients’ Appointees are grantees of a power of attorney issued by the Entity they must:
act with the utmost good faith to the Entity, Loralie and the Loralie Officers.
keep and maintain and on demand deliver to Loralie accurate financial and business records.
immediately disclose to Loralie, in writing, information relating to the operation of the business of the Entity which might create a conflict of interest between them and the Entity and / or with Loralie or the Loralie Officers.
immediately inform Loralie, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.
When Loralie provides Loralie Officers, Loralie shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and / or assets of the Entity and at the cost of the Clients or the Entity including the obtaining of professional advice as Loralie may consider necessary.
8. Requests and Instructions
The Clients on behalf of themselves and the Clients’ Appointees and the Entity agree to provide all requests or instructions to Loralie in writing by letter or facsimile and Loralie shall only consider such requests or instructions when signed by all the Clients or the Managing Agent or, with the prior written consent of Loralie, when they are made by encrypted email sent by the Managing Agent.
The Clients acknowledge that Loralie is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of the Entity and / or the jurisdictions where the Entity undertakes business and agree that any action undertaken by Loralie or the Loralie Officers in order to comply with those laws or regulations shall not constitute a breach by Loralie or the Loralie Officer’s of their obligations hereunder.
Loralie shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to it, the Loralie Officers, or the Entity.
Where permitted under these Terms of Business or if instructions are requested by Loralie from the Clients or the Clients’ Appointees and no instructions have been received by Loralie within 30 days of such a request being made, or where the urgency of the matter requires action within a shorter period, Loralie may immediately and with no liability to the Clients, the Clients’ Appointees or the Entity take no further action in relation to a particular matter or take such other action as they shall in their absolute discretion consider appropriate or as they may be advised.
The Clients irrevocably agree that, if the Entity is a limited liability company and the Loralie Officers are members or officers of that company, or the Entity is a limited company and the Loralie Officers are members of that partnership, or the Entity is a foundation and the Loralie Officers are directors or protectors of that foundation, Loralie may, without being obliged to give notice to the Clients or the Clients’ Appointees, take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Entity struck off, dissolved or liquidated; or resigning all or any of the Loralie Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Clients; or appointing the Clients as a director, officer, manager, or protector of the Entity; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised.
9. Telephone Recording
Loralie shall be entitled to record or monitor telephone calls. These recordings will be subject to the same degree of confidentiality as any written correspondence
10. Fees and Payment of Fees
“Loralie Fees and Charges” are based on fixed fees for the provision of quoted and menu / task driven services which are published from time to time. All other fees are charged on a time spent basis. Time spent on clients’ affairs will also include meetings, research, correspondence, making and receiving of telephone calls, emails and travelling. All fees excluded Value Added Taxes (VAT) and where appropriate may be subject to VAT at prevailing rates.
When the Entity is not a foundation, the legal ownership of the Entity shall not pass to the Clients until payment in full of all fees, including government duties and taxes, has been received by Loralie. No refunds are given after an order has been processed and no refunds will be made where Loralie ceases to provide the Services.
Loralie will not provide Services until Loralie has received, in full, all fees and disbursements payable in relation to the Entity or the provision of the Services.
The Clients hereby irrevocably authorizes Loralie to withdraw from any sums held on any account managed by Loralie or otherwise held by Loralie, on behalf of the Clients and / or the Entity any monies required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by Loralie or the Entity.
Fees are stated in Loralie’s Fee Schedule, published from time to time, or as may be notified to or agreed with Clients.
Where any fees for Services remain unpaid for more than 90 days, Loralie may at its discretion immediately terminate the Services, and / or obtain payment from any assets of the Entity and / or the Clients. In such circumstances, Loralie reserves the right to treat these Terms of Business as terminated without further obligation, save as to any continuing covenant, obligation or undertaking given by the Clients or the Clients’ Appointees to Loralie, and to act pursuant to the provision of Paragraph 8.4 of these Terms of Business.
Unless otherwise agreed in writing with the Clients, Loralie will not pay any interest on any monies held by Loralie on behalf of the Entity and / or the Clients and / or the Clients’ Appointees.
Loralie and its associated companies, their officers, agents and employees shall be entitled to retain any third-party commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of Loralie providing the Services or otherwise in relation to the Entity.
Should Loralie cease to provide Services or should the Clients advise Loralie that they no longer require the Entity, the Clients must pay to Loralie any fees or costs which may be incurred by Loralie in relation to the striking off, dissolution, liquidation or transfer of the Entity (including Loralie’s minimum transfer or termination fee).
In the event that the Clients shall request Loralie to transfer the management or administration of the Entity or should Loralie request the Clients to transfer the management or administration of the Entity to another agent or Corporate Service Provider, Loralie shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with Loralie’s transfer or termination fees) have been paid in full.
Where the Clients make part payment to Loralie of any fee note or invoice rendered by Loralie, Loralie reserves the right to apply any monies received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.
11. Commission – Retrocessions
Unless otherwise agreed in writing Loralie shall be entitled to receive and keep all commissions and retrocessions received from time to time from providers of banking, insurance, stock broking, property management, investments and fund management or other financial services to whom it introduces business under its administration.
12. Client Money
We are obliged by our Regulator to provide you with a notification about Client Money. What is a client bank account? A client bank account is a bank account held by, and in the name of, Loralie in which we will hold your money on trust for you while it remains in the account. All money held in a client bank account is referred to as client money. A client bank account is specially created by us for the purpose of holding your money and the money of other clients. The client bank account is segregated from any other bank account in our name holding money which is our money. All client bank accounts are held at recognized banks.
In relation to fiduciary services, please note that a bank account held in the name of your company is not a client bank account. It is mandated to the company and the company is the legal owner of the money held in that account. As the money in these accounts is not classed as client money the details relating to pooling of money in client bank accounts (as detailed below) do not apply.
General client bank account: a general client bank account holds money for several clients. The money may be held at one bank or the money may be in multiple bank accounts spread across several banks.
In the event of a default of a bank where we have a general client bank account, client monies held in all our general client bank accounts will be pooled (even if money is held in more than one general client bank account and the accounts are held in more than one bank). In this situation, each client (for whom money is held in the general client bank account) will lose an equal proportion of their money, whether or not the bank your client money is held with is in default. This loss will be adjusted by any compensation arrangements in place.
Loralie takes all complaints very seriously. All complaints regardless of nature should in the first instance be reported to the “Client Manager” having day to day conduct of the matter. If the client is not happy with any response and the matter cannot be resolved, then clients are requested to write to the Compliance Officer who will investigate the complaint further.
14. Confidentiality and Data Protection
Loralie undertakes to the Clients that where the Clients, the Clients’ Appointees or the Entity deliver to Loralie confidential information it will use all reasonable endeavors to keep it confidential. Loralie in accordance with its statutory obligations protects personal information and personal data from unauthorized access, use or disclosure.
In the course of providing the Services, Loralie collects personal information and personal data concerning the Clients, the Clients’ Appointees and the Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as Loralie may from time to time make available.
Loralie reserves the right to treat the obligations of confidentiality and privacy in Paragraphs 14.1 and 14.2 as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for Loralie to provide the Services or when Loralie has been unable to obtain the Clients or Managing Agents instructions and it appears to Loralie to be in the best interests of the Clients and / or the Clients’ Appointees and / or the Entity to provide such confidential or personal data to third parties.
Except otherwise where permitted by these Terms of Business any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside Loralie. The Clients and the Clients’ Appointees accept that this may mean that personal information may be transferred to countries that do not provide adequate protection.
Without prejudice to the duty of confidentiality, Loralie reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients’ Appointees).
Any report, letter, email, information or advice Loralie gives to the Clients, the Clients’ Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients’ Appointees will not without Loralie’s prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by Loralie.
Notwithstanding any provision hereof, Loralie shall be entitled and is hereby irrevocably authorized to open, read and copy all correspondence, letter, facsimile, email or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients’ Appointees.
15. Cessation of Services
Loralie shall be entitled by written notice to cease to provide the Services, if:
The Clients or the Clients’ Appointees in the reasonable opinion of Loralie fail to observe to the fullest extent these Terms of Business;
It comes to the attention of Loralie that the Entity is being used for activities which were not referred to in the application delivered by the Clients to Loralie or as subsequently advised and accepted in writing by Loralie;
In the event of the death of Clients, including in the case of joint persons, the death of any one person, and the Clients fail or have failed to make adequate provision for the disposition of the affairs and the ownership of the Entity;
In the event that any legal proceedings are commenced against the Entity, the Clients or the Clients’ Appointees (including any injunction or investigative proceedings).
In any of the circumstances described in Paragraph 15.1 above, Loralie reserves the right to take action pursuant to Paragraph 8 and to treat these Terms of Business as terminated without further liability on the part of Loralie.
Loralie may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 30 days written notice of its intention so to do.
Loralie may by written notice to the Clients, the Clients’ Appointees or the Managing Agent immediately cease to provide the Services where the Clients or the Clients Appointees shall breach the provisions of Paragraphs 2 or 3 of these Terms of Business.
The Clients and the Clients’ Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, that Loralie may have continuing regulatory / fiduciary duties under any applicable law. Accordingly, without prejudice to Loralie’s rights, Loralie may (but is not obliged to) continue to provide Services in order to discharge such duties and Loralie shall be entitled to charge fees at its applicable rate for the provision thereof.
In providing the Entity and / or the Services, Loralie does not, nor is it to be interpreted as though it does in any manner sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by the Clients, or the Clients’ Appointees or the Entity, or any person, firm or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.
Unless expressly agreed otherwise, clients agree that our services will not involve advice concerning the tax implications of any course of action or transaction, or advice on tax related issues. Clients are reminded to seek independent tax advice in both their country of permanent residence and the country (ies) in which they intend to conduct business.
Any notice given pursuant to these Terms of Business shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the address or by electronic mail to the address of such party last notified in writing to the other or to the correct electronic mail address of the addresses and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addresses then at the time of transmission and otherwise then on the next business day.
These Terms of Business supersede all prior Terms of Business and agreements whether oral or written.
No exercise or failure to exercise or delay in exercising any right or remedy by Loralie pursuant to these Terms of Business shall constitute a waiver by Loralie of that or any other right or remedy.
Nothing in these Terms of Business shall create or be deemed to create the following relationships between Loralie and the Clients or the Clients’ Appointees or the Managing Agent:
Words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa.
Unless otherwise agreed in writing between the Clients and Loralie, these Terms of Business shall be governed by and construed in accordance with the laws of the jurisdiction where Loralie is being administered and the Clients, the Clients’ Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in Switzerland.