Yes, absolutely. The formal procedure for doing so will depend on the structure of the particular offshore company - how many directors, how many shareholders, any specific formal quorum requirements, etc. In reality, for purposes of offshore company management as such is performed by a Registered Agent on behalf of a client, the change of director of a company can and will be effected if expressly requested by the beneficial owner(s) of the firm. Certainly, in the case when we do not provide third-party director and nominee shareholding services, and all those positions are filled by clients' appointees, then we can only advise on the necessary formalities and paperwork, but the execution of such resolutions would in this case remain to be done by the client.
A shareholder is a person (individual or corporate), in whose name shares in a particular offshore company are registered. So, it basically is what the name suggests – the "holder" of shares. However, in some situations the shareholder may hold shares for the benefit and on behalf of another person. Such shareholder would be called "nominee shareholder". In such instance, the other person – who would accordingly be the real owner of the shares – is the beneficial owner. In other words, the beneficial owner is the person who is the real, de-facto owner of the shares, entitled to all gains, profits and benefits accruing to such shares. The beneficial owner would also be the one who decides on eventual sale or disposition of shares. So, not all beneficial owners are shareholders and not all shareholders are beneficial owners – while, certainly, it is also possible that both are the same person.
A director can sign, based on the executive powers granted to him by the Articles of Incorporation of the company. In case if this position is filled by the beneficial owner himself, or by his appointee, this signatory right is apparently unconditional. If the director is in fact a third-party director, then he would only sign if express instructions or authorizations to do so are issued by the beneficial owner. Under no circumstances would a nominee director be entitled to sign without such instructions, as it would be contrary to his mandate and the Terms and Conditions of our business with the client.
Finally, a person who is holding a valid Power of Attorney can sign on behalf of the company, within the limitations contained in the scope of that Power of Attorney. It is quite common that the beneficial owners or their appointees execute signatory powers on behalf of an offshore company through the rights granted by a Power of Attorney.
The advantages in controlling and managing an offshore company are always on the side of the real owner. The structure of the offshore company has a direct impact on the availability of the right to sign the real owner. That is, real owners have this right in cases when they are directors of an offshore company (it is important to remember that this lowers the level of confidentiality) or if they have a power of attorney for the right to sign documents of this company.
No, there is a possibility of remote registration of all documents, therefore it's not necessary to visit the state of registration. For remote registration, you simply send scan copies of all documents by e-mail, and all the constituent documents will be prepared and issued without the physical presence of the client. The originals of such documents you can get by mail or in our office.
It is necessary to make annual payments for servicing the offshore company. This payment includes payment of a mandatory state duty, payments for the services of specialists (notaries, administrators, etc.), provision of a legal address, provision of secretarial services. If payments are not made on time, fines are charged, and for long non-payment the company is completely removed from the register and becomes impossible to carry out its activities.
Generally, the annual renewal fees consist of two parts: (A) mandatory fees, which cover the absolute minimum necessary to maintain the company in good standing, and (B) optional fees, for services that enhance and improve the offshore company, but are not compulsory. Usually, the scope of the optional fees depend on the exact configuration of the offshore company, as it was done at or following the incorporation.
The mandatory fees always include (a) Government fee, and (b) Registered Office and Registered Agent fee.
The Government fee is essentially a fixed amount of state duty that all offshore companies are supposed to pay in lieu of tax. Regardless of the name it´s called (franchise tax, exempt duty, registration fee or otherwise), it is quite simply a fixed fee levied by the Government for the privilege of being incorporated "under the flag" of the particular tax haven country.
The Registered Office and Registered Agent fee is a professional fee, which basically employs the Registered Agent as the official intermediary between the owners of the company and the Government, pays for the usage of the Agents office address as the legal address of the offshore company and covers the minimum custodial and adminstrative services necessary to comply with the requirements of the Companies Act. As the law requires that in order to be in good standing every offshore company must have a Registered Office and a Registered Agent, this service is pretty much mandatory.
The optional fees would be payable for offshore company management services, like (a) third-party directorship services; (b) nominee shareholders; (c) third-party account signatory services; (d) mail and fax forwarding, document remailing and call handling, also known as "virtual office" services; (e) miscellaneous secretarial, legal and administrative services, billed either on fixed-fee basis or according to time-spent.
For purposes of practicality, the annual renewal fees are normally invoiced once a year, shortly before the registration anniversary of the offshore company. The fixed-amount annual renewal fees are payable in advance, for the next year. In more complicated arrangements there may be specific fees that are billed on time-spent basis. These may be invoiced post factum, either monthly or quarterly.
Use these services is necessary. Otherwise, it is impossible to carry out the company's activities without complying with the requirements of local legislation.
An offshore company must have a legal address in the country of registration. Also, in each offshore legislation there are requirements for storing documents (charter, constituent contract, register, seal, etc.).
To support the activities of an offshore company, an intermediary is needed, which takes care of timely payment of state duties and reminds in advance the owner of the company and that it is time to extend the company. Practical functions are performed by the secretaries and, although these functions seem outwardly invisible, in fact they are very important for maintaining the firm's activities.
If you do not pay the annual payments on time, it will entail the imposition of fines, the refusal to issue the Certificate of Good Estate and the removal of the company from the register. The amount of the penalty usually depends on the period of delay in payment. For example, in BVI for 2 months of delay, 10% of the penalty is charged, more than 2 months - 50%. If the debt is not repaid within six months, the offshore company is removed from the register, and it can no longer carry out its activities.
Offshore Seychelles has similar options for charging fines - the first 90 days - 10%, after this period - 50%. If the delay is not repaid until December 31 of this year, the company is removed from the register and ceases to exist, but remains responsible for its outstanding obligations and debts. This does not exempt from payment of accounts payable, and creditors have every right to sue against such an offshore firm. At the same time, an offshore company that has been struck off the register can not make new transactions and if it violates this requirement, directors, shareholders and owners begin to bear personal responsibility for any consequences of such transactions. When using a nominal service, the responsibility will still apply to the beneficiary.
At the time of deletion of the company from the register, all its assets and funds are frozen until the moment of restoration or official liquidation. To restore the company, deleted from the register, you need to pay all fees and existing penalties.
Only information on the type of business in general is provided - for example, furniture sales or car exports. Providing such information is beneficial to the client, because our consultants can inform you about potential difficulties and save you from losing time. We can also recommend the best corporate structure for your type of business, based on our practice.
Providing business plan, client list and other commercial information is not required.
Will depend on the actual configuration of the company. If You are directly issued the shares in the company (without referring to nominee shareholder service), then Share Certificate(s) is Your proof of ownership. If nominee shareholder is involved, then Your proof of beneficial ownership is confirmed by a different legal document, which can be a declaration of trust, a deed of transfer, a nominee services agreement, a beneficial owner declaration – regardless of the name, such document, signed by the nominee, would indicate in absolute certainty that You are the real owner of the company.
In matters of an offshore company, a trust declaration is a written obligation of a nominal director whose essence is that he will hold shares and dispose of them in the interests of the real beneficiary and act as trustee. The content of this document clearly states who the real owner of the company is and specifies the limitations of the nominal shareholder - he can not transfer, sell, dispose of shares without the written instruction of the beneficiary. Also, the trust declaration specifies that it is to the actual beneficiary, and not the nominal shareholder, that all rights, dividends, profits and other benefits from shares belong.
In addition to the trust declaration from a nominal shareholder, you can obtain a document similar to the contents from the nominal director. Also, a nominee director can issue an undated statement of his own dismissal from the position of director, that is, a client can dismiss a nominal person from his post at any time.
To register an offshore company, you need to provide quality scanned copies of the current passport and confirmation of the registration address (passport, ID card, extract from the house regiter, utility or telephone service bill, bank recommendation). Such documents must be provided from all directors, shareholders, beneficiaries and attorneys. Copies of these documents can be sent by fax or e-mail.
A proof of address is any original document where the full name and the residential address of an individual appear together. The best example of the proof of address is a bank statement or a credit card statement, but an utility bill, landline telephone or home security bill is also suitable as a proof of address. For Due Diligence purposes, a proof of address must be in original, and not older than 3 months. The rationale for the proof of address requirement is to have a reasonably accurate information of what is the the real, actual residence address of an individual.
Minimum recommended amount of funds on your account for the bank statement is $1000.
A bank reference is one of the standard documents, used for Due Diligence (KYC) purposes. When opening a new bank account somewhere, like for a new offshore company, the new bank will definitely ask for a bank reference from all individuals involved with the new account, including the beneficial owner of the company. It´s a standard Due Diligence procedure. In some occasions, for our Know Your Client purposes, we will also ask our clients to present a bank reference.
A bank reference is a simple letter from Your existing bank, stating that they have You as a customer for a period of years (preferably, for at least three years) and that Your banking relationship has been normal and satisfactory, without any defaults from Your part. Ideally, the bank reference should also confirm Your address, as per banks´ records – this way the bank reference can also serve as proof of address, so You wont have to furnish a separate proof of address document. A bank reference may also be obtained based on a business account (of a company), if You have signatory rights in that account.
All bankers know what a bank reference is, You just have to ask. Every bank will write its own, slightly different wording – that´s fine. Some banks may also write something to the extent that the reference letter is for information purposes only and does not provide any representations or guarantees on banks´ part – that is also fine.
A bank reference does not have to reveal any confidential information! It does not have to state the account number, the amount of funds on the account, the outstanding mortgage or any other kind of personal financial information! It basically just states that the bank knows You, already for some time, as a decent customer.
The practical rationale of the bank reference, for Due Diligence purposes, is to establish that the particular individual is a regular, economically active member of society, which is proven by the fact that his identity and address can be confirmed by an independent, reputable institution, like a bank.
The preventive purpose of requesting a bank reference is to avoid fraudulent attempts by criminals to register offshore companies in the name of "ghosts", dead persons, or in the name of marginalized, homeless individuals who might just have sold their passport on the street. As all such individuals would probably lack a long-standing banking relationship and would not be able to obtain a current bank reference, this inability would single them out for additional scrutiny and possible rejection.
An offshore company can be set up in a way that neither the Registered Agent nor any associate or nominee related to the Registered Agent have direct access to company funds and accounts, or even knowledge as to where they are located. Such setup would demand the invovement of the beneficial owner in a sole signatory capacity - which is not the best option for secrecy - but in this case even a theorethical possibility of embezzlement by any third party is practically eliminated.
For companies registered in traditional offshore jurisdictions such as BVI, Seychelles, Belize, public information is limited - only the name of the company, the registration date, registration number and legal address are publicly available. Offshore companies registered in jurisdictions with open registries, such as the UK, Hong Kong, Cyprus, have greater access to corporate information - lists of directors and shareholders are available. The developed legal system of these jurisdictions allows to use services of nominal Directors, shareholders/partners, which makes it possible to hide the name of the real beneficiary in open registries.
In classic offshore countries, such as the Seychelles, BVI, Belize, owners do not need to sign constitutive documents. There, the constituent documents are signed by the employees of the licensed Registration Agent.
In Cyprus, the owner will need to sign the constituent documents, if the shareholder of the company is a real, and not a nominal owner of the company.
The Registration Agent, under a license to carry out registration of offshore companies is bound by strict Know Your Client rules – much like a bank. Therefore, The Registration Agent is just obliged to clearly determine the identities and whereabouts of all clients. As indicated before, this information remains in strict secrecy, on own internal file only.
How quickly can you get the offshore company registered?
Normally, it takes between 3 and 6 business days. Additional certification (Notary and Apostille) may take another 2 to 4 business days, depending on the actual workload of the relevant certification and Government offices. So, usually about two weeks until completion. Before sending out the finalized company documents we will need to be in receipt of the payment and the orginal Due Diligence documents. Delays with any of these will accordingly delay the receipt of company documents.
No. All licensed Registered Agents are required by the law to know who their client is. Therefore, the client is not only asked to reveal his name, but also to provide certain documents that will prove his identity and address particulars. This requirement is known under the name of Due Diligence or KYC (Know Your Client) and is applied by all reputable offshore jurisdictions with minimum variations. Therefore a completely anonymous purchase of an offshore company is legally impossible. That being said, all personal information of the client remains only with the Registered Agent, is not filed on any public records. Severe criminal penalties await anyone who illegally discloses such client information to third parties. In addition to which the respective Registered Agent firm will most certainly lose its license. Therefore, we, as Registered Agents, are most inherently interested to keep client information under lock and key.
Yes, of course. A Power of Attorney may be issued on the name of person who is not a beneficiary or director of the company. The holder of the Power of Attorney has to be the employee of the company in the any case.
The requirement of any bank is the disclosure of information from state registers.
Regardless of who is the account attorney, the bank will know who is the nominee director, real beneficiary and real director.