Designing structures that hold up, and repairing the ones that no longer fit.
A structure chosen badly is cheap to live with and expensive to leave. Owners routinely discover the real cost of a decision made eight years earlier only when they try to sell, bring in a partner, or pass the business on.
Nothing announces that a structure has stopped fitting. The business changes incrementally, each change is individually reasonable, and the mismatch is only ever surfaced by an event: a review, a transaction, a query.
Where the rationale for a structure lives only in the memory of whoever set it up, it effectively ceases to exist when they move on. What remains is a structure nobody can explain, which is the weakest position to be examined in.
We establish what the structure actually is, from registry records, constitutional documents, filings and contracts, rather than from what anyone believes it to be. This routinely differs from the client's understanding.
The reconstructed position is tested against how the business genuinely operates today, and against the events that are foreseeable: a sale, a new shareholder, a succession, a new jurisdiction.
A written recommendation with the reasoning set out, including the option of leaving the structure alone, and an honest statement of what each route costs to implement and to unwind.
Where you proceed, we execute: incorporation or amendment, registrations, filings, and coordination with notaries, registries and any advisors in other jurisdictions.
“The structure is fine, we have never had a problem.”
An absence of problems is not evidence of a sound structure. It is frequently evidence that no event has yet caused anyone to look. The examination arrives with the sale, the investor, or the audit, and by then the structure is what it is.
“We can change it later if we need to.”
You can, and the cost is asymmetric. Structures are cheap to choose and expensive to leave, and the point at which you most want to change one is usually the point at which changing it is most expensive.
“Our accountant would have told us.”
A bookkeeper or accountant engaged to file accurately is doing their job when they file accurately. Whether the structure being filed for is the right one is a different question, and it is generally not within the engagement.
Most structuring problems on Sint Maarten are not created by aggressive planning. They are created by drift. An entity is set up correctly for the business as it exists on day one, and then the business changes: a new activity is added, a shareholder is bought out, income starts arriving from a second jurisdiction. Each individual change is small enough that nobody stops to ask whether the original structure still holds. The exposure accumulates quietly and surfaces during a review, a sale or an audit.
The work therefore starts with reconstruction rather than design. Before recommending anything, we establish what the current position actually is, which is frequently different from what the client believes it to be and from what the filings imply. Only once that map exists is it possible to say whether the right answer is a new structure, an amendment to the existing one, or simply better documentation of a structure that was sound all along.
The test we apply to any recommendation is not whether it produces the lowest number. It is whether the position can be explained, on the record, to someone whose job is to challenge it. A structure that survives only as long as nobody looks closely is not a structure we will put a client into.
A recurring pattern is worth naming, because it accounts for a large share of the problems we are asked to fix. A structure is put in place by an advisor who understands the business well, at a moment when the business is simple. The advisor is right. Some years later the same structure is carrying activities it was never designed for, and no single person now holds the whole picture: the bookkeeper sees the transactions, the lawyer saw the incorporation, the client remembers the intention. Nobody is looking at the combination.
The practical consequence is that the first useful thing an advisor can do is frequently not to recommend anything. It is to assemble the complete picture and hand it back. Clients are often surprised by their own position, and a meaningful number of engagements resolve at that point, because once the position is visible the right decision becomes obvious without further advice.
Every Private Client engagement opens the same way: a fixed fee review of your current position, delivered as a written memorandum with risks and opportunities ranked and a recommended path. No open ended discovery.
