Corporate Advisory – Restructuring, Compliance Issues, Cross–Border

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When things go wrong – we fix them.

Blocked bank accounts. Ownership shifting. Compliance notices. Payment routes that stopped working. Employee disputes. The crisis is the symptom – the cause is usually structural. We diagnose what is broken, then we rebuild it.

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

Even ChatGPT knows what the law says.

So do the lawyers and accountants. The harder thing is knowing what works in business practice – which bank accepts which passport and on what conditions, what increases the chance of triggering the tax office and what doesn’t. And which decisions to make today to avoid problems later that aren’t obvious in theory.

We’ve been running our own businesses across Hong Kong, China and Singapore for over a decade – incorporation, banking, compliance, payments, hiring, restructuring – and we did it the hard way, with complicated passports. That’s why we’re confident enough to suggest you talk to several service providers and see for yourself who has real expertise and who only knows the law and the theory.

What we handle

Find your situation.

Different in the details. Each one usually has a fixable cause underneath.

Banking and payment problems

  • “The bank won’t open an account for my company.”
  • “My bank closed the account.”
  • “My business can’t send or receive payments where it needs to.”

Roman Verzin, USG’s founder, holds a Russian passport and runs several businesses across countries – international consulting, B2C in Singapore, sourcing in China, sales in Europe. A Russian passport is today one of the hardest passports for international business (see the passport-tier matrix here →). So every banking solution we use, we built for our own operations first, tested on ourselves, then proved across 50+ active clients – before we offered it to the open market.

Ownership problems

  • “My co-founder is leaving the business.”
  • “We’re bringing in a new shareholder.”
  • “We used a nominee owner and they got into trouble.”
  • “I don’t want to use a nominee but I have a high-risk passport.”

Partner exits, share transfers – and the ownership risks around them. These don’t happen often – but when they do, it’s rarely planned, and the cost of a wrong decision is existential. We’ve been through partnership breakups ourselves and built durable structures of our own; we’ve also helped clients solve these in China and Hong Kong – so we’ve seen most of it. Our core expertise isn’t telling you to find a nominee; it’s the opposite – making sure that even with a complicated passport you can build a legal, durable business of your own.

China VAT refund problems

  • “We opened a WFOE and it can’t get a VAT refund.”
  • “Our product is special and it’s hard to get a VAT refund – so we’re losing 13%.”

China’s VAT export refund rewards companies that prepare for it before the company is even opened – and punishes the ones that try to add it after the first shipment leaves. We’ve set the refund mechanism up for our own China operations and help our Chinese clients run the full process. And we’ve seen cases where the refund should have worked but didn’t – so we know what to avoid.

Employment and HR issues

  • “I need to terminate a manager in China – but she’s pregnant.”
  • “A director won’t cooperate and won’t step down.”
  • “An employee is filing a complaint.”
  • “I’m paying my employees, and now the accountants say I owe extra tax on top.”

We employ people across countries and have solved unusual employment cases for clients – termination during pregnancy and non-cooperative director removal are real cases of ours. China termination law is especially unforgiving on mistakes. Hong Kong is forgiving until the IRD catches up or an employee files a complaint, and Singapore has hidden taxes on what Hong Kong doesn’t. All of them have answers – as long as you don’t improvise, or at least improvise with someone who knows the territory.

Legal and compliance issues

  • “We missed a deadline.”
  • “Our goods are stuck in customs.”
  • “The bank’s compliance team is asking for documents I don’t have.”
  • “Something looks irregular and I need to know how bad it is.”
  • “I need to close the company.”
  • “Wait – were we supposed to be paying for a company secretary and registered address?”

USG and most of our clients don’t hold the simple European passports that banks and regulators treat as default-trusted. That means everything we do has to be cleaner and more defensible than it would need to be for someone from France or Australia. We’ve made that a habit – and clients who value confidence in their paperwork, and the ability to find a way through when something breaks, appreciate the difference.

Real cases

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

See all the cases →
Banking rebuild

LatAm trader · from three refusals to two open accounts

Situation

European-passport founders in LatAm-connected minerals trade. Their Hong Kong company had an account closed in 2025 after the corporate-secretary network turned out to host a sanctioned entity at the same address, and three later bank applications were refused. Ownership sat 50/50 between two founders with high-risk birthplaces, and the registered address still pointed to a high-risk country even though both had lived in Europe for years.

What we did

A profile audit found the real reasons the bank had acted on. We consolidated ownership to the single founder and updated the director’s address to his European country of residence, then moved the registered office to a clean provider. From there we rebuilt the application from scratch and matched the case to several banks based in Hong Kong and mainland China.

Outcome

Two banks moved the founders to onboarding. Three weeks to fix the profile, three weeks to prepare for the trip to China and open the accounts in person.

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 did not perform well enough, so the owner moved to replace him. The director turned the exit into a fight, demanding a large payout to step down, and betting that an owner who was not close to Hong Kong law and operations would simply pay to make it go away.

What we did

We started with a series of sessions for the owner on how Hong Kong works: law, business norms, risks, and options. Then we went into the company itself and mapped the director’s exposures and the mistakes the owner could use at the negotiating table. The conflict moved from a standoff toward an agreement.

Outcome

The director handed his powers back voluntarily, on terms acceptable to the owner.

Audit + offshore exemption

Tier-3 founder · a contractor filed the company at a loss instead of offshore

Situation

A founder from a Tier-3 country came to us after his Hong Kong company’s first year had already been filed by a China-based contractor. The contractor had taken the standard local shortcut – booking the company at a loss so the tax came to zero – instead of claiming Hong Kong’s offshore exemption, the proper route for a business whose operations all sat outside Hong Kong. The offshore route takes more work and more knowledge of the rules; the loss was simply the easier thing to file.

What we did

We took the company over onto our own infrastructure – our registered address and our corporate secretary – so the file was clean and consistent. The following year we did it properly. We prepared the full offshore-exemption package and the evidence that the business operates entirely outside Hong Kong, then filed the claim on grounds the IRD could accept.

Outcome

The company went from a paper loss that no one could call a sustainable business to a proper offshore-exemption filing built on real substance.

Common questions

What founders ask before they call

If yours isn’t here, book a call – we’ll talk through your situation directly.

Can you take over from a provider I’m already working with?

Yes – handovers are routine. We read the file, talk to your existing provider where useful, and pick up from where the work stands. If the prior work has gaps that affect what comes next, we tell you before we charge for anything – sometimes the fix is in the prior steps, not the next ones.

How do we start?

We set up a call at a time that works for both sides, talk through your case, propose a solution, and once you confirm we begin. We have staff in different time zones and we work with you on messenger – so you’ll find us almost always reachable.

What if you take the case and can’t fix it?

First – we don’t promise outcomes upfront we aren’t confident about. But sometimes we’ll propose a path and tell you openly that the result isn’t fully in our hands. For example, no one can 100% guarantee that the Hong Kong tax office will approve an offshore-status claim. If you decide to go ahead anyway and the outcome doesn’t land, as a rule we refund the portion of the fee that covers our service margin and profit, and keep only the cost of delivery.

When we’re wrong – or when something happens through our fault that shouldn’t have – we carry the full consequences. For example, we once had a case where our previous corporate secretary registered an unrelated company at our registered address, and that company later ended up under US sanctions. Because that could plausibly have caused banking issues for our clients, we moved every client’s registered address to a new one at our own expense.

Our approach is long-term – we work with you for the relationship.

See the full FAQ →

Let’s fix the real problem

One call tells you what’s recoverable.

Thirty minutes. You explain your situation – we tell you what can be fixed and how.

Book a free 30-minute call →