In the following descriptions, "Client" means the real, beneficial owner of the company or the person who has requested us to form the company, or any other persons whom the beneficial owner has designated or involved in the company structure in any capacity. All such persons being independently introduced by the client himself and NOT controlled or employed by us.

An offshore company can be configured with a number of optional services. This resembles ordering a new car - by installing certain optional equipment it gets safer, more comfortable and more useful. It is important to choose the right configuration that suits the best. There is no universal recipe - each person and his business situation are different. What suits one client perfectly can be dangerous for another.

A properly configured and managed offshore company can protect assets, improve business efficiency, reduce costs and maintain confidentiality. An improperly configured offshore company is a recipe for disaster for the owner and his business. In this guide we have explained the various additional offshore services in a straightforward and easy-to-understand manner.

1.       General Comparison

The necessity for some or all of the optional services will always depend on the actual circumstances of each client. These should be considered before placing an order for incorporation. The company structure may include the following services:

Basic Company	Company with all additional services
o Initial incorporation	o Initial incorporation
o Registered Address	o Registered Address
o Registered Agent	o Registered Agent
	o Nominee Shareholder (Trust)
	o Nominee Director
	o Mail & fax forwarding service
	o Document re-mailing service
	o Telephone confirmation service

2.       Basic Company

This is the simplest configuration available. A Basic Company would only need minimum of basic services. Apart from registering the company in the first place and preparing its documents, the only ongoing services are the Registered Address and Registered Agent.

Registered Address and Agent are the mandatory minimum domiciliation services. Any International Business Company is required by the law to have a local address (Registered Address) and a legal Agent in its country of incorporation. The Registered Agent essentially serves as an intermediary between the owner of the company and the Government. In this capacity the Agent arranges for the formal annual renewal of the Company with the Government Registrar. This service is provided by us as standard, as without it, the company cannot legally exist.

(1)     Shareholder

In a Basic Company, client would be directly registered as Shareholder and Director. Thus, client’s information would appear as the owner and controller of the company. Even though there is strict requirement for service provider (i.e. Registered Agent and Local Agent) to keep the information confidential, other parties, such as bank, may access the information.

Such total lack of owner confidentiality may cause several legal problems. Being directly registered as a shareholder to an offshore company makes the person clearly and directly linked to that company.

(2)     Director

With a Basic Company the client would also serve as a Company Director. In this official capacity, client would fully and personally operate the company - sign in bank accounts, issue invoices, sign all contracts and correspondence. Similar as with being a shareholder, serving as a Director to an offshore company may lead to same problems. Again, the offshore company may be considered as legally "related" to the domestic firm of the client. Serving as a Director of an offshore company raises the important legal question of the place of management and control of the company.

 
(3)      External Communications

With a Basic Company, client would be unable to use the Registered Address of the Company for receiving or sending out any routine business correspondence. This is because the Registered Address is not intended for this purpose. It does not include any local telephone or fax number for use by the Company. Therefore, the owner of such Company would have to use his own personal or business facilities to conduct correspondence for his offshore business. This could facilitate confusion and would also clearly identify the Company as really "offshore".

While having all of these drawbacks, the Basic Company may still be useful for some self-employed globally-mobile individuals who would use the offshore company merely as a separate corporate body to conduct their international activities. In some circumstances, such owners may afford not be concerned about being registered as shareholders and directors of an offshore company. In these special cases, they would enjoy minimum maintenance cost and a very straightforward company structure.

For others who consider avoiding the downside of Basic Company, engaging in the other optional services, such as nominee shareholder and nominee director, may be a solution.

3.      Optional Services

(1)      Nominee Shareholder (Trust)

A Trustee (Nominee Shareholder) is a third party who is appointed by the beneficiary (Trustor/Settler) as the Shareholder of the company.

(a)      Mode of Operation

The shares of the company are formally registered in the name of an unrelated third party - a nominee, which is provided by us. It would usually be another corporate body (a company), wholly controlled by ourselves, or our trusted partners, created and used solely for this purpose.

Client security is maintained by special additional documents which clearly establish the real ownership rights. Such documents may include a nominee services agreement, a trust declaration or a pre-issued set of share certificates and share transfer forms. These documents remain strictly confidential.

 

(b)      Advantage

A nominee shareholder shields and protects the client during any possible inquiry from showing up as the owner of the company. Thus, the client is formally distanced from his offshore company at the ownership level. At the same time, the client can prove himself as the owner of the company whenever he chooses, by way of producing the supporting confidential documentation.

(2)      Nominee Director

A Nominee Director is a third party who is appointed by the Principal Director as the Director of the company.

(a)      Mode of Operation

An unrelated third party, provided by us, is registered and serves as Company Director. It can either be a private individual, or a corporate body (management company).

Depending on clients' business circumstances, the Director would carry out various regular tasks for the Company - like preparation and issue of documents, correspondence, invoicing. At the same time functions of the company management can, if necessary, be flexibly assigned to the client personally, by means of Powers of Attorney or Resolutions.

Client security and control is maintained by special additional documents. Such documents may include a management services agreement and a pre-issued letter of resignation. These documents remain strictly confidential.

(b)      Advantage

A person, unrelated to client, appears as Company Director during any possible inquiry. Further regular involvement of Nominee Director in the actual business of the Company will sustain the independent operational image. At the same time, client can prove as the actual controller of the company whenever he chooses, by way of producing the supporting confidential documentation.

 
(3)      Virtual Office

(a)      Mode of Operation

The Company has an operational business address in the country of incorporation, including fax and telephone. Mail and phone messages are received and handled for the Company. Documents can be prepared and re-mailed according to the instructions of the Client. The services of mail & fax forwarding, document re-mailing and telephone confirmation can be ordered separately at any time during or after the incorporation. For further details of our Virtual Office services, please feel free to contact us directly.

(b)     Advantage

A company without a proper street address, telephone and fax number looks shady. Operating from a different address - like, from the Clients' home - looks suspicious and may involve legal consequences. Virtual Office facility solves these problem - the offshore company acquires an image of reality. Mail and fax correspondence can be received and dealt with safely and confidentially. Telephone calls will confirm the existence of the Company at the given address. For all third parties, the Company will appear to be completely real and ground-based in the country of registration.

4.       Notes on Due Diligence (Know Your Client) Rules

For many years, some clients of offshore jurisdictions would expect to form an offshore company, appoint nominee directors and then be given complete control of the company's activities so that the offshore service provider would know nothing of the company's activities.

The advent of the modern legislation to prevent money laundering have caused significant change in this business over the last few years. Today, the offshore corporate manager will need to be completely informed of the identities of his clients and the nature and details of their business.

At the outset the offshore service provider will ask for comprehensive proof of the clients identities and contact details. Thereafter - especially if more advanced offshore services are ordered - the offshore manager will ascertain the client's goals and will also need to assure itself that a particular structure is not being set up to engage in or hide the proceeds of fraud, corruption and all other types of criminal activity. The manager will also check that proposed activities are not "sensitive", even if legal, for example arms trading.

Having established the client's intentions, the manager will then agree how a company will operate.

If the offshore service provider is to provide such advanced services as Nominee Director, it is important for the client to understand that the offshore Directors' liabilities are exactly the same as those of any other director. On an ongoing basis the directors are responsible for the good governance of the Company. Therefore, full co-operation with the Client is essential.

See also:
British Virgin Islands (BVI) Shelf Company Registration Package,BVI Company Search
Belize Company Registration Search
Marshall Islands Company Registration Procedures and Fees
Cayman Islands Company Rgister Search