to do it
|How to set up offshore:
Most of the offshore countries we deal with have legal systems
that are strongly related to English common law, some are not.
In this section we will describe for you the basics of how to
set up an offshore company according to the principles generally
in force in these English law related offshore countries.
The principles that are followed to set up an offshore company
in the other, non-English law related, jurisdictions are similar
and will not be covered here. We will be happy to discuss with
you the specific requirements for any of the offshore jurisdictions.
The entrepreneur or businessman setting up an offshore company
must work through a number of issues, and make suitable decisions
accordingly, regarding the new offshore company (or even if
it is an off-the-shelf company). These are mainly:
Company's name: The new company must have an
approved name at the time of incorporation.
Permission to use a name must be applied for, and permission
granted by the appropriate Registrar. Names already in
use, names too similar to names already in use, and unsuitable
names are all likely causes for denial by the Registrar.
Additionally, in many jurisdictions, certain words normally
may not be included in a name; some examples are: bank,
insurance, royal, government, etc. Also, it may be required
to end the name with an appropriate term signifying the
limited nature of the company (e.g. Limited, Ltd., Inc.,
Shareholding: From the owners point of
view, this is a very important subject, as a number of
elements are involved here which can cause significant
complications for the owner/operators of the offshore
company if they are not easily or readily capable of resolution.
How many shares to be issued, what types
of shares, the value of the shares, voting
rights, buyback rights, etc. The potentially
complicating factors in an offshore jurisdiction include:
minimum levels of capital required, minimum number of
shareholders required, are bearer shares permitted, etc.
Capitalization taxes can be a concern (if they exist in
the jurisdiction being used).
Requirements: An international operation or entrepreneur
contemplating the formation of an offshore company in
a specific jurisdiction may not have any normal business
requirements to be involved with that country apart from
the offshore company. However, it is generally mandatory
that the offshore company has both a registered
office and a registered agent
in the country of jurisdiction of the company. Some jurisdictions
require regular director's meetings in the country; some
require a company secretary to be appointed.
Cornupia can generally provide a fast, efficient, and
cost effective solution to many such problems (except
local director's meetings).
All of these factors must be resolved for the particular
jurisdiction chosen. Cornupia certainly recommends that
the new company's owners use their services for professional
company secretarial work to ensure that the company is
in good standing at all times.
of Association: Every company in an English common
law based jurisdiction must have this item. This memorandum
consists of the following: the company's name;
the location of its registered office;
a list of the purposes or objectives of the company
(why was it formed, what is it supposed to accomplish),
a statement of the limited liability
of its members. Essentially, a company so organized can
only do the acts authorized in its Memorandum of Association.
Cornupia can supply a general memorandum for use by its
clients in tailoring their own specific memorandum.
of Association: The Articles of Association are
the company's own internal regulations
that deal with shareholding (e.g. the
rights of each class of shareholder); the powers
and duties of Directors; the company's accounts;
dividends; reserves and quorums
for meetings of shareholders and directors. Again, Cornupia
can provide general articles for its clients to tailor
according to their wishes. Different jurisdictions may
have differing minimum numbers of shareholders, and typically
there may be shareholders of record who will act as nominees
or trustees to act for the company's beneficial owner(s)
and thus safeguard the owner's confidentiality. Cornupia
is thoroughly experienced in providing such services.
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