Offshore Companies | Various Advantages

Bahamas

Overview

The Commonwealth of the Bahamas has long been a favorite jurisdiction for U.S. and Latin American investors looking for an inexpensive, efficient and nearby haven. Since the enactment of the International Business Companies (I.B.C.) Act in 1990, tens of thousands I.B.C.'s have been formed. A Bahamian I.B.C. enables the investor to conduct business globally with anonymity. Beneficial to the shareholders and company itself, both are exempt from all Bahamian taxes and exchange controls for 20 years from incorporation. Confidentiality in banking and financial affairs is written into law, although measures to prevent money laundering and preserve the hard-won restoration of its clean reputation allow limited disclosure of information under the Mutual Legal Assistance Treaty. Filing and annual fees are very reasonable, world-class financial services as well as legal, accounting and other professional firms are abundant; trust, banking insurance, mutual fund, and shipping laws provide medium and large companies with many additional services not available in many other offshore jurisdictions.

The Bahamas is an independent member of the British Commonwealth located about fifty miles of the coast of Florida. The country is a well-established offshore location, offering excellent telecommunications, banking and transportation facilities. The official language is English.

Benefits of Bahamian IBC’s include:

No taxes on dividends, interest, royalties, capital gains, inheritance, gifts or any other income derived outside The Bahamas.
No requirement to file annual returns or financial statements.
No requirement to hold annual general meetings of shareholders or directors.
Full exemption from taxation on any business activity or transaction carried on outside The Bahamas.
Complete business privacy and confidentiality.
Minimal capital requirements and minimal registration fee on capital.
Nominative or Bearer shares at owner’s option.
Companies are allowed to have sole director.
The shareholders, directors and officers may be of any nationality and may be resident of any country.
Neither the director nor the officers need be shareholders.
Directors and/or officers can be either corporate entities or natural persons.
There is no requirement to register initial, or ongoing, changes in director(s) and/or officer(s).
Use of apostille permitted.
Incorporation documents may be drafted in any language together with a translation into English.

Questions & Answers Regarding International Business Companies in the Bahamas

1. What is an IBC?

An IBC is a company which does not carry on business with persons resident in The Bahamas; nor owns an interest in real property situate in The Bahamas otherwise than by holding a lease of property for use as an office; nor does it carry on banking, trust, insurance or reinsurance business or provide a registered office for companies.

2. “Not carrying on business with persons resident in the Bahamas.”

An IBC will not be considered to be carrying on business with persons resident in the Bahamas by virtue only of its holding bank accounts, retaining local professional services, preparing and keeping books and records, holding directors and/or members meetings in The Bahamas.

3. What Documents are required to incorporate an IBC?

An IBC, like any other Bahamian company, is constituted by Memorandum and Articles of Association. These documents take on a different form, however, making them less cumbersome than other companies.

The Memorandum of Association – The memorandum is required by an IBC contains information regarding the name, registered office and registered agent, purposes and powers of the company and share capital of the corporation. The standard purpose clause of an IBC allows the company to engage in virtually any legal business activity.

The Articles of Association – This document as required by an IBC is much like bylaws of an American corporation, setting forth the rules governing the company’s affairs, such as number of directors, their terms, powers and responsibilities; the role of officers; meetings of members, and such other business as required or allowed by the IBC law.

4. Are there any capital requirements for an IBC?

There is no fixed minimum authorized capital requirement nor is there a maximum limit on the amount of authorized capital. However, an authorized share capital of US$5,000 is the maximum authorized capital permitted for the minimum annual license fee.

5. How many subscribers to the memorandum are required for the incorporation of an IBC?

Two or more persons must subscribe to the Memorandum of Association. These subscribers are generally provided by the law firm, bank or trust company that will provide the registered agent/registered office service.

6. What Kind of Share Structure is possible in an IBC?

It is possible for an IBC to issue many kinds of shares including fractional shares, registered shares and bearer shares. Moreover, the shares in an IBC may be issued in various classes. An IBC also has an option of stating in its Memorandum whether or not it will issue shares register is to be kept at its registered office. It can purchase, redeem or otherwise acquire and hold its own shares, but only out of surplus or in exchange of newly issued shares.

7. Who Manages an IBC?

An IBC is managed by board of directors consisting of at least one director. The initial board of directors is appointed by the Subscribers to the Memorandum and Articles of Incorporation.

8. Is the Board of Directors required to meet regularly?

The Board of Directors is not obligated to hold Director’s meeting with any specified frequency. Moreover, when meetings are held the Act provides that such meeting may be held by telephone and other electronic means. It is further provided that an alternate may be appointed by director to attend such meetings in his place.

9. What are the terms of director’s appointment?

The terms relating to a director’s appointment an service on the Board of Directors are all provided for in the Act, subject of course to any alternations which may be made in the company’s constitution.

10. Are decisions taken required to be invoked by resolution?

Yes, all acts undertaken by the company are affected by resolution. The IBC, however, does not subscribe to the concepts of special and extraordinary resolutions. Thus acts of the company, whether initiated by members or directors, are affected by resolutions passed by a simple majority of the board.

Many acts do require that the Memorandum and Articles of the company are amended. Such amendments may be effected by resolution of the members or directors, and filing the amendment with the Registrar.

Prices for the Company formation in Bahamas

Exempt Company Registration $2,150.00

Annual maintenance cost $980.00

Power of Attorney $375.00

Information requirements to register

In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.

Bermuda

Overview

Bermuda has always considered itself the premier offshore jurisdiction, having successfully attracted many Fortune 500 companies to its shores. Bermuda is the largest market for insurance and reinsurance after London and New York, with a gross premium volume in 1992 of over $15 billion. Some 25 per cent of Bermuda-incorporated companies are insurance related, including the new breed of property and catastrophe reinsurers with their multi-million dollar capital bases.

The island is known for its reliable and sophisticated infrastructure and stable environment. The governing legislation for Bermuda companies is now the Companies Act 1981. This permits incorporation of limited liability companies with a share capital; companies limited by guarantee; mutual companies; limited duration companies; unlimited liability companies.

Bermuda companies which are owned by non-Bermudians are designated as exempted and, as such, must carry on their business outside Bermuda. Only local companies at least 60 per cent owned by Bermudians are allowed to carry on business in Bermuda.

Bermuda-exempted companies are designated as non-resident for Bermuda exchange control purposes and may conduct their business in any currency other than Bermuda dollars. There is no income, corporation or capital gain taxes in Bermuda, and the Government routinely grants an assurance under the Exempted Undertakings Tax Protection Act of 1966 that no such taxes will be imposed with respect to a particular exempted company until 2016. This assurance date has been regularly extended far in advance of the expiration date. No business license is required for an exempted company, but an annual government fee must be paid by January 30 of each year. The fee is US$500.00 for a small FSC and US$1,000.00 for a regular FSC.

Corporate Structure

The minimum share capital of an exempted company is US$12,000.00 (except for mutual funds and insurance companies) which must be represented by par value of shares, and not by the premium paid on shares. A Company does not have to have Bermuda resident directors, but must appoint a resident representative in Bermuda, which may be, and usually is, a corporate body.

Every company must have either a President and a Vice-President or a Chairman and a Deputy Chairman, and these officers must be directors. The board of directors appoints these officers each year. In addition, a company must have a secretary. Other officers, such as Treasurer, Chief Executive Officer, Managing Director and assistant secretary are optional. There is an implicit requirement that one Board meeting be held each year to approve financial statements. However, directors' meetings can be held by telephone and directors may act by unanimous written resolution in lieu of a meeting.

As part of the incorporation process, an advertisement must be placed in a Bermuda newspaper that lists only the name of the proposed FSC and its business purpose.

Prices

Estimated legal fees and disbursements - US$3,250.00

Government fees - US$1,700.00

Company Administration fee (first year) - US$2,180.00

Total - US$7,130.00

Requirements to Register

In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.

BVI

Overview

The BVI comprises some 50 islands situated in the Caribbean approximately 100 miles east of Puerto Rico. It is a British Crown Colony with a democratic form of government comprising a British appointed governor and a Legislative Council elected by the population of some 12,000 people. The BVI enjoys high standard of living, low unemployment and very stable government.

The British Virgin Islands (BVI) is easily the world’s most popular offshore jurisdiction, having over 200,000 IBC’s on file (of which it is estimated that 100,000 are owned by way of Hong Kong). Reasonable incorporation and annual fees, clean reputation, fast incorporation and document retrieval times, and excellent political stability have assisted the BVI to maintain its place at the top of the offshore world. The US dollar is the currency of the Islands, there are no exchange controls, and there are no income, capital gains, inheritance, stock transfer, profits or trade taxes on IBC’s, and no restrictions on the flow of funds into or out of BVI.

Benefits of BVI IBC’s:

The formation and operation of International Business Companies, (hereinafter referred to as "IBC") in the British Virgin Islands, are matters that are basically governed by the International Business Companies Act (Cap. 291) of 1984.

BVI IBC's are companies incorporated in the British Virgin Islands under the International Business Corporations Act, 1984 but whose business is to be conducted outside the Territory. An IBC is completely free of all BVI taxes and pays only its initial registration fee and thereafter an annual license fee.

BVI has no capital gains taxes, inheritance taxes or death duties. Government revenues are derived from local income tax, import duties, stamp duties, license fees and company fees.

No taxes on dividends, interest, royalties, capital gains, inheritance, gifts or any other income derived outside the BVI;
No requirement to file annual return s or financial statements;
No requirement to hold annual general meetings of shareholders or directors;
Full exemption from taxation on any business activity or transaction carried on outside the BVI;
Complete business privacy and confidentiality;
Minimal capital requirements and minimal registration fee on capital;
Nominative or Bearer shares at owner’s option;
Companies are allowed to have sole director;
The shareholders, directors and officers may be of any nationality and may be resident of any country;
Neither the director nor the officers need be shareholders;
Directors and/or officers can be either corporate entities or natural persons;
There is no requirement to register initial, or ongoing, changes in director(s) and/or officer(s);
A company incorporated in the British Virgin Islands has the same powers as a natural person;
Use of apostille permitted;

The normal authorized share capital is US$50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

Companies with an authorized capital up to US$50,000 pay US$300 per year.
Companies with a share capital more than US$50,001 pay the sum of US$1,000 per year.
Companies with a share capital that does not exceed US$50,000 and having some or all of its shares with no par value pay the sum of US$350 per year.

The minimum number of directors is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands.

A company secretary may be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the British Virgin Islands.

The minimum number of shareholders is one.

Prices:

Exempt Company Registration - US$3200.00

Annual Maintenance Cost - US$1250.00

Power of Attorney - US$450.00

Requirements to Register:

In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.

Cayman Islands

Overview

The Cayman Island is the group of three islands: Grand Cayman, Cayman Brac and Little Cayman. Grand Cayman is the largest, and George Town is the capital. Grand Cayman is locates approximately 500 miles south of Miami. The three Islands have a total land area of about 102 square miles. The population of the islands is about 30,000 people of which 28,000 live on Grand Cayman.

The islands are the British Dependent Territory, which has consistently rejected all offers of independence. Representative government was introduced in 1832 and today the islands have a high degree of internal autonomy. The Territory has a written constitution, which was first extended to the islands in 1962 and since then has been amended several times. The Islands are governed by an elected Legislative Council which enacts the laws that govern the Territory, and Executive Council which is responsible for Government Policy. The Queen is represented by the Governor, who is empowered to appoint three members of the Legislative Council and acts pursuant to instructions from Her Majesty.

The Islands have their own currency which is tied to the US Dollar at a fixed rate of CI$1.00=US$1.20. There are no exchange controls or restrictions on the flow of money into or out of the Islands.

Unlike most other Caribbean islands, the Cayman Islands were not used for agricultural purposes, i.e. growing sugar cane. Therefore, the Islands lack a legacy of racial and economic conflicts that remain an undercurrent are some other islands of the region. The Islands are virtually free of serious crime.

Corporate Structure

The registration and control of companies is governed by the Companies Law (Cap. 22) (R), originally enacted in 1961 but revised in 1994, with several sets of regulations. Its administration under the Financial Secretary is conducted by the Registrar of Companies and his staff, housed in modern facilities on the ground floor of the Tower Building, Grand Cayman.

The Registrar is allowed to release only the name and type of company, the date of registration, and the address of its registered office. This assures a rigorously upheld standard of privacy for companies transacting a wide range of legitimate business.

The Confidential Relationships (Preservation) Law as amended ensures that all information is kept in the strictest confidence. Any breach of the law will result in heavy fines and/or imprisonment. It is an offense to divulge or to seek to obtain information. If bribes are offered or taken, the penalties are doubled.

Exchange of Information

The Cayman Islands have entered into a mutual legal assistance treaty with the USA which allows information to be obtained and exchanged between the countries in respect of matters which are regarded as serious criminal offenses in both countries. Offences which have tax implications are not included in the treaty and very stringent procedures must be followed prior the exchange of any information. The treaty is evidence of the Islands’ determination to prevent and discourage those who would seek to use their laws to carry out the interest of the public at large while ensuring that the flexibility given to the financial world is not used by persons who seek to use their laws in unscrupulous ways.

Benefits of Cayman Islands

Complete absence of direct taxation - no corporation, capital gains, payroll, property or withholding taxes - and this can be backed by a 30-year Government guarantee.

Anonymity - there are well-established mechanisms for cooperation with law enforcement agencies, both locally and overseas, to assure the highest standards of probity throughout the Islands' financial industry. Within this framework, protection of the legitimate interests of clients is safeguarded. Except where assistance to law enforcement agencies is mandated or authorized, disclosure of information by government officials, professional agents, attorneys and accountants and their staffs is forbidden by law under severe penalties.

Minimal reporting requirements.
Ready availability of investment, legal and other advice and good management services at prices competitive with those in other offshore centers.
Ability to form a company with only one shareholder, with no minimum capitalization requirements.
Company must have minimum one director.
The directors may be natural persons or a corporate body.
Directors may be of any nationality, and need not be resident in the Cayman Islands.

It is customary to appoint a secretary, who may be either a natural person or a body corporate. However, the Cayman Islands Companies Ordinance does not make any specific reference to a requirement for a company secretary.

Prices

Exempt Company Registration - US$6,100.00

Annual Maintenance Cost - US$2,850.00

Power of Attorney - US$585.00

(Company formation fees based on minimum fees payable on incorporation and based on an authorized (registered) share capital that does not exceed US$40,000 for an exempted company)

Requirements to Register

In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.

Nevis

Overview

Nevis is an island located in the Eastern Caribbean Sea. Nevis is a member of the sovereign Federation of St. Kitts and Nevis. It is a democratic independent member of the British Commonwealth with a population of 9000. It has an excellent international telecommunications network. The island is easily accessible via local connecting flights through Antigua. Official currency - Eastern Caribbean Dollar. English is the official and commercial language of the Island.

Nevis is a commonwealth, an independent democratic state associated in a common allegiance to the British crown. Political structure is based upon British Parliamentary system with an elected local Assembly. It was a British colony through 1983 when the Federation of St. Kitts and Nevis was formed. Nevis is considered as politically stable country.

The legal system is based on English Common Law served by a High Court of Justice, a Court of Appeal and Her Majesty's Privy Council in London. Offshore legislation was introduced in 1984. A set of modern corporate statutes was entitled: the Nevis Business Corporation Ordinance of 1984 (thereafter--the Ordinance). The Ordinance is based on the legislation of the state of Delaware, US. It includes numerous features of the British corporate law and it is very flexible. The island offers the most comprehensive range of offshore products and services.

Benefits of the Nevis Corporation

No taxes are imposed in Nevis upon income, dividends or distributions which are not earned on the island;
Annual reports or financial returns are not required to be filed;
Principle office and records may be located anywhere in the world;
Directors, Officers and Shareholders need not be citizens or residents of Nevis;
A corporation may act as Director and as Secretary;
Bearer shares are permitted;
Limited business activity may be carried out in Nevis while still maintaining tax exemption;
Authority to re-domicile in or out of the country;
A Managing Director may be appointed to guide the activities of the company;
Directors and Shareholders may act by unanimous consent without a meeting;
No disclosure of Owners, Officers, or Directors;
No requirement for annual financial returns;
Freedom to locate offices and records wherever desired;
Ability to maintain certain control without ownership;
No requirement that officers or directors be citizens of the country;
Freedom to issue bearer shares;
Strict privacy laws.

Corporate Structure

Registration in Nevis is simple and may be accomplished by using the services of a registered agent. An offshore company may be registered in a matter of hours and the registration fee is one of the least expensive in the world. Offshore companies registered in Nevis may be used for a variety of international activities including international trade and investment, property ownership and finance.

A company may be incorporated to conduct any lawful business and there the incorporation instrument is not required to contain a purposes clause. Companies registered in Nevis are required to maintain a registered office and a registered agent at all times. The office of the registered agent may act as the office of the company. An offshore company allows for minimum reporting requirements and for maximum privacy conditions. An offshore company may not trade or own real estate within the island. It is also prohibited to get engaged in banking, insurance, investment fund management, and other activities associated with those industries.

Prices

Company Registration - $1790.00

Annual Maintenance Cost - $1510.00

Apostille - $375.00

Power of Attorney - $380.00

Information Requirements to Register

In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.

Panama

Overview

The Republic of Panama, with an area of approximately 76,900 sq km, is located between Costa Rica and Colombia, forms the narrowest and lowest portion of the isthmus that links North and South America. Panama is famous for its Canal which joins the Atlantic and Pacific Oceans. With a population of about 2.8 million and due to the importance of the Canal, Panama has excellent telecommunications as well as international airline links. There is a sophisticated banking and financial system together with a major Free Trade Zone. Now firmly established as a democracy, the Country has legal system based on a constitution and is politically stable with a continuously growing economy.

There are absolutely no exchange controls or currency restrictions in Panama. Panama is home to one of the world's largest banking centers and the relaxed banking laws make it easy to move funds in and out of the country.

Corporate Structure

Panama offers the most favorable and most flexible incorporation laws available in the world. Individuals from all over the globe who are interested in asset protection, tax minimization, privacy, investment diversification, affordability and convenience use Panama corporations.

Panama corporations can be used for international trade, to settle trusts or foundations, to establish and own bank or brokerage accounts, or hold ownership of real estate or any other type of asset. In some cases, Panama corporations are formed for very private and confidential business transactions such as the movement of funds to another jurisdiction for the protection of the assets.

Panama uses the most solid banking and corporate book secrecy laws in the world. These secrecy laws are engraved in its constitution. With Britain's proposed regulation for removal of bank and corporate book secrecy in Britain's offshore territories, it is clear that Panama remains the most secure offshore financial center - where privacy and confidentiality is not only respected, but also vigorously protected by constitutional law. Panama is a sovereign nation, that is, not governed or controlled by any other country in the world. Panama does not have any MLAT's (Mutual Legal Assistance Treaties) with any other country. Panama is a genuine international trade and banking center that is well known and respected throughout the world.

Both corporations and natural persons may act as directors. Panamanian Law requires a minimum of three (3) directors and three (3) officers. These three directors may also act as officers of the company i.e. President, Secretary and Treasurer, or other positions as desired. Directors and officers need not be shareholders and they may be non-resident aliens. Directors may be companies or natural persons. The minimum number of shareholders is one.

The standard authorized share capital is US$10,000 divided into 100 common voting shares of no par value. The capital may be expressed in any convertible currency. The minimum issued capital is either one share of no par value or one share of par value. Higher capitalization requires higher government fees. Bearer shares are allowed.

Benefits of Panama

Prices

Exempt Company Registration - US$1950.00

Annual Registered Agent Fees w/o nominee directors - US$450.00

Annual Registered Agent Fees with nominee directors - US$780.00

Annual Government License fees - US$250.00

Power of Attorney - US$350.00

Certificate of Incorporation with Apostille - US$195.00

Please note that company has to pay $250.00 Government Fees within 3 months of incorporation

Requirements to Register

In order to register exempt company we need to provide the inland Registered Agent with names, addresses, and contact phone numbers of three original directors of the company as well as the copy of their passports. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.

Please note that above information is not public and can be released only upon request of authorized authorities.