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AI Summary
The role involves issuing a legal opinion covering various aspects of corporate due diligence, including corporate information, shareholding structure, and compliance with laws. The legal opinion should also address historical changes, investments, assets, personnel, taxation, and any pending litigation.
Dear Vendor,
We are currently seeking qualified lawyers or law firms in Samoa and Mexico to issue a legal opinion for corporate due diligence purposes.
The legal opinion is expected to cover the matters set out below. A Chinese version is preferred, though an English version is also acceptable.
Scope of the Legal Opinion
1. Basic Corporate Information
A description of the company’s basic particulars, including but not limited to:
* Company name
* Nature of the entity
* Place of incorporation
* Principal place of business
* Directors
* Registered capital
* Principal business activities
Please also opine on whether the company has been lawfully established, is validly existing, and whether there are any legal impediments that would materially affect its continuing operations.
2. Shareholding Structure
A summary of the shareholders’ basic information and the shareholding structure, and confirmation as to whether there exist any arrangements such as nominee shareholding, entrusted shareholding, equity pledges, seizures, freezes, trust interests, or any other restrictions or encumbrances on the equity interests.
3. Historical Changes
A description of the company’s historical changes in equity and directors, including but not limited to:
* Incorporation
* Issuance of new shares
* Historical equity transfers
* Share buybacks
Please opine on whether such changes complied with the company’s constitutional documents and applicable laws and regulations of the State of California, United States, and whether there are any disputes or potential disputes arising therefrom, including any historical nominee or entrusted shareholding arrangements.
4. Investments, Assets, and Personnel
Confirmation that the company has no external investments, no material assets, no substantive business operations, and no employees.
5. Business Compliance
An opinion on whether the company’s business activities are lawful and compliant, whether all required licenses or permits have been obtained, and whether the company has been involved in any material violations of laws or regulations or subject to any material administrative penalties in the past three years.
6. Taxation
A description of the principal applicable taxes and tax rates, confirmation that the company has duly paid taxes in accordance with applicable laws, and whether there have been any material tax-related administrative penalties or significant violations during the reporting period.
7. Litigation, Penalties, and Other Matters
An opinion on whether the company or its directors are involved in any pending or potential litigation, administrative penalties, liquidation proceedings, or other disputes.
8. Other Matters
Any other matters identified during the due diligence process that you consider necessary to opine on (if any).
Please kindly advise whether you are able to provide such a legal opinion and, if so, your proposal, estimated timeline, and any information or documents required from our side.
We look forward to your response and the possibility of working together.
Yours sincerely,
Flatfee Team
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