Ownership Restructuring

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Something in your ownership has to change.

Ownership problems don’t come up often, but when they do, they’re rarely planned, and the cost of a wrong decision is high. We’ve been through partnership breakups in our own businesses and solved these for clients in Hong Kong and China, so we know how to change a structure without breaking the banking and operations underneath it.

Roman Verzin, Founder of USG
Built by Roman Verzin Founder & CEO · Russian passport · Trading and consulting businesses in Hong Kong, China and Singapore.

The situations we handle

Which one are you in?

Ownership problems come in a few shapes. Find the one closest to yours, and see how we handle it.

Change of founders

  • “My co-founder is leaving the business.”
  • “Our shareholders are changing.”

A partner leaving, or one founder buying out another, changes who owns and controls the company – and a bank reads that change carefully. Done as a quick share transfer on paper, it can leave gaps that surface later: a register that no longer matches reality, or a bank that was never told. For a company that already has its banking, an unplanned ownership change is one of the easier ways to put that banking at risk.

How we handle it: we plan the transfer end to end – the valuation, the share transfer itself, the updated registers and corporate documents, and the notice the bank needs – so ownership moves and the business keeps running.

A conflict with a director

  • “I have issues with my director.”

A director who runs the company day to day holds real power over the bank account and the operations. When that director stops cooperating, or turns an exit into a conflict, an owner who sits far from Hong Kong and the operations is in a weak spot.

How we handle it: we study the case and where the business stands today. Then we lay out the risks and the options, and recommend the way through.

A nominee arrangement went wrong

  • “We used a nominee owner and they got into trouble.”

A nominee is someone else’s name on your company. It looks like a shortcut to easier banking, until the nominee runs into trouble or stops cooperating. Their problem becomes yours, and on paper you may not even control the company you built.

How we handle it: we study the case and where the business stands today. Then we lay out the risks and the options, and recommend the way through.

A difficult passport, and you don’t want a nominee

  • “I don’t want to use a nominee but I have a high-risk passport.”

Most founders with a difficult passport are told the same thing: the only way to get banking is to hide behind someone else’s name. We don’t think that’s true. Our own founder built and banks his companies on a Russian passport, so this is the exact problem we work on.

How we handle it: we advise you and shape a long-term strategy, and where it’s needed we build the full legal structure you own outright. It is a hard path, but a real one, and our own company is the proof.

Planning ownership before you open

  • “I want the ownership done right from the start.”

The cheapest ownership problem to fix is the one you head off before the company exists. The decisions you make up front – who holds the shares, and which jurisdiction the structure sits in – shape your banking and how easily you can change things later.

How we handle it: we lay out the options with their trade-offs and longer-term consequences, then work out the structure that fits you before anything is filed.

How we work

How we approach an ownership change

The same path runs on every ownership case, whether it’s a clean buy-out or a fight.

1

Map what you have

We map how the company is owned and run today, against the goal you need to reach – who should control it once the change is done.

2

Design the target structure

We decide who should hold the shares and how the owner keeps control, and we pick the jurisdiction that fits your structure and business goals.

3

Make the change cleanly

We run the share transfers and update every register and document that has to change, then help you give the bank proper notice – so nothing breaks while ownership moves.

4

Keep it durable

The new structure is documented so it holds up the next time a bank or a counterparty takes a close look at who owns the company.

Real cases

Two ownership problems we solved

Anonymised by design – names and company names removed, the facts unchanged.

Change of founders

LatAm minerals trade · 50/50 ownership consolidated to one founder

Situation

Two European-passport founders in LatAm-connected minerals trade owned a Hong Kong company 50/50. Both had lived in Europe for years, but both had high-risk birthplaces, and on paper that 50/50 split – with a registered address still pointing to a high-risk country – made the company read as high-risk to every bank that looked at it.

What we did

We consolidated ownership to the single founder whose footprint was cleanest, updated the director’s address to his European country of residence, and moved the registered office to a clean provider.

Outcome

The company’s risk profile improved enough that banks were willing to engage again – two moved the founders to onboarding.

Anonymised case · LatAm-connected minerals trade

Director dispute

Cyprus owner · a director who turned his exit into a standoff

Situation

A Hong Kong company owned by a founder in Cyprus and run day to day by a director from the MENA region who lived in Asia. The director was not performing, so the owner moved to replace him – and the director turned the exit into a fight, demanding a large payout and betting that an owner far from Hong Kong law would simply pay to make it go away.

What we did

We ran a series of sessions for the owner on how Hong Kong works: the law, business norms, risks, and the options open to him. Then we mapped the director’s exposures and the points the owner could use at the table, and the standoff started moving toward an agreement.

Outcome

The director handed his powers back voluntarily, on terms the owner could accept.

Anonymised case · Hong Kong company, director exit

See all our cases →

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We have a thirty-minute conversation. You walk us through your situation, and we tell you what a clean fix looks like.

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