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Offshore Company Formation

Offshore company formation can be achieved in many offshore jurisdictions and tax havens around the world. Offshore company incorporation is taken on for many purposes the most common being that theses business corporations can be used to engage in trading, for asset protection and as a means of reducing taxes. Under offshore company registration, different types of offshore entities can be formed in the offshore jurisdictions, these are: International Business Companies (IBCs), offshore Limited Liability Companies (LLCs) and foundations. Offshore business companies can be incorporated in Dominica, Belize, Panama, Seychelles, Mauritius, New Zealand, Anguilla, Nevis, Barbados, Dubai, Cyprus, Gibraltar, the Bahamas, Cayman Islands and many other offshore jurisdictions which are available around the world.

Offshore company incorporation of offshore companies in most offshore jurisdiction requires the appointment of a registered agent. A registered agent is someone who is authorized and licensed by the government or the body in charge of regulating the formation of offshore companies in the respective offshore jurisdiction. The registered agent is responsible for filing the necessary documents for offshore company formation on behalf of the partners, shareholders or members of the offshore company. The registered agent should also be able to provide the registrar of companies with any other information which the Registrar of companies calls on them to provide. In most offshore jurisdictions registered agents are lawyers and offshore service providers for offshore company registration.

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The offshore registration of an International Business Company or IBC is completed on average in about a weekтАЩs time. There are jurisdictions which complete the registration of IBCs in one day. The information required for the formation of IBCs in most offshore is very similar. The documents to be filed may be called by different names (Memorandum of Association, Articles of Incorporation or Articles of Formation) but essentially the basic information required remains the same. For the incorporation of International Business companies the following information must be made available to the Registrar of Companies:

  • The proposed name of the IBC
  • The registered address of the IBC
  • The name and address of the registered agent
  • The name and address of the company shareholders
  • The name and address of the company directors
  • The authorized share capital of the IBC
  • The currency in which the authorized share capital will be issued
  • The number of shares to be issued by the IBC
  • The types of categories of shares to be issued
  • The privileges, powers, rights and limitations placed on each category of share issued
  • The by- laws of the company

This information for offshore company incorporation will be submitted to the Registrar of Companies who will issue a Certificate of Incorporation. This certificate makes the International Business Company a legal body. Most offshore IBCs formed cannot do business in the jurisdiction of incorporation however jurisdictions such as the Republic of Panama allows offshore corporations to do business operations both in and out of the jurisdiction.

For offshore corporation formation in most jurisdiction just one director and one shareholder is need. The shareholders and directors of offshore IBCs can be of any nationality. There are some offshore jurisdiction which specifies that at least one director must be a local. In the offshore tax haven of Panama a minimum of three company directors is needed. The shareholders and directors for most IBCs can be individuals or other corporations.

One of the basic rules for offshore company formation in all offshore jurisdictions is that the company name be unique and not similar to any other company already incorporated. The Registrar of Company can deny offshore company registration if the name chosen has already been used or is considered to be offensive. Offshore Companies wishing to incorporate one of the following words or phrases into the company name must get a special license to do so: bank, Chamber of Commerce, Insurance, Assurance, Cooperative, Building Society, Fund Management and Investment Management among others.

The offshore formation of Limited Liability Companies can be done in offshore tax havens such as Cook Islands, Nevis and Anguilla. Limited Liability Companies (LLC) can be used as trading companies or for asset protection. A registered agent is also needed for the incorporation of such offshore business company. For the offshore formation of a LLC an Article of Formation or Articles of Organization must be submitted to the Registrar of Companies. The information which is required for the formation of an offshore Limited Liability Company is the following:

  • The name of the offshore LLC
  • The registered address of the LLC
  • The name and address of the registered agent
  • A statement signed by the members of the LLC or lawyer acknowledging the formation of the offshore corporation
  • The duration of the LLC must be stated along with the reasons why for which the company will be dissolved
  • The names, nationalities and addresses of the members of the offshore Limited Liability Company

The partners or members of the offshore Limited Liability Company can enter into an agreement and sign a document known as a partnership agreement at the time of offshore company incorporation. This agreement will outline the guidelines for business operations by the offshore LLC. The partnership agreement can be signed by the members of the Limited Liability Company and can also show the contributions that each member is making toward the corporation along with the responsibility of each member of the corporation. The partnership agreement will also state how the assets of the offshore Limited liability company should be distributed among the members in case the company is dissolved and how the contribution of each member towards the debts incurred by the offshore LLC

For the offshore registration of a LLC the name of the corporation manager must be stated. The manager of a LLC can be a members or someone can be employed to manage the affairs of the offshore corporation by the corporation members. In the legislation which governs the formation o offshore LLCs in most offshore jurisdiction states that the minimum number of managers a LLC is allowed to have is one (1). The advantage of offshore formation of a Limited Liability Company is that the liability of each partner towards the company debts depends on the contribution made.

Offshore foundation registration is possible in many jurisdictions around the world including the Republic of Panama, Anguilla Foundation, and Nevis among other jurisdiction. An offshore Foundation is often described as a hybrid company which is basically a cross between a trust and a corporation. Offshore foundations are most often used as a form of asset protection and to preserve family wealth or to control and manage other forms of business structures. An offshore foundation formation is achieved by completing the Articles of formation or Foundation Charter and submitting them the Registrar of Companies or the relevant authorities in the offshore jurisdictions. A Registered agent is needed in most offshore jurisdiction which offers offshore foundation formation. Information which is required for the registration of an offshore foundation is the following:

  • The name of the foundation
  • The name and address of the registered agent
  • The objectives with which the offshore foundation is being formed
  • The names and addresses of the persons who will serve as the foundation council
  • The names and address of the beneficiaries of the offshore foundation
  • A description of the assets which is owned by the offshore foundation
  • The number of years the foundation will be in existence for
  • The by- laws of the foundation

For offshore foundation formations in any offshore tax , there must be a foundation council, a founder, a foundation protector and beneficiaries. In Most offshore jurisdiction where the formation of offshore foundation can take place there is no need to file the bylaws of the foundation with the authorities. This can remain private; generally this document contains the names of the persons who stand to inherit the assets of the offshore foundation and how the assets of the foundation are to be distributed among them. Offshore foundations can be formed by individuals or corporations.

The offshore formation of International Business Companies, Limited Liability companies and offshore foundations has been benefits. Most offshore jurisdictions available in the world today are tax havens and these countries give investors legal means on saving on taxes. Incomes earned outside of an offshore tax haven in the form of profits, dividends or any other form is not subjected to any form of taxation in most tax havens whilst in a few a very low tax rate is paid. In most offshore tax havens available in the world there is no capital gains tax, corporate tax, estate tax, withholding tax and gift tax available for offshore business entities. In offshore tax havens such as Dominica, Bahamas, Cayman Islands, Belize, Seychelles, Antigua among others there is no Stamp Duty applied to transactions made by offshore business companies. the different offshore business companies must at the end of each financial year pay a license fee to the government of the respective jurisdiction or to the body or authority responsible for the incorporation of offshore companies.