Anatomy Of Offshore Holding Structures
September 28, 2014 Leave a comment
Nominee Shareholder
September 28, 2014 Leave a comment
A nominee shareholder is a person or entity listed as the holder of the securities or shares of an offshore corporation rather than its actual owner, which allows them to remain anonymous.
Traditionally, the way to maintain the privacy of investors and business owners has been the use of bearer shares. However, these titles are losing popularity due to restrictions imposed by measures against money laundering. But the offshore industry soon devised an alternative and introduced the figure of the so-called nominee shareholder or trustee. This can be a natural person or another offshore company that is exclusively incorporated to be used for this purpose and is usually provided by the registered agent or the formation agency ie a corporate trustee.
The data contained in the incorporation documents of the company, which are either filed with the registrar of companies or deposited privately at the registered office, depending on the legal requirements of the jurisdiction where the company is incorporated, refer only to the nominee shareholder.
So how are the rights of the real owner guaranteed? Because the nominee shareholder is included in all the documents of the company, it is necessary to take additional steps to ensure the rights of the real or beneficial owner. This can easily be solved by means of a document called declaration of trust. It is a private contract in which the nominee shareholder recognizes holding in their custody the company´s securities, although they actually belong to their client. Read more of this post
Nominee Director
September 28, 2014 Leave a comment
A nominee director is a third party that is officially registered as the administrator of an offshore corporation instead of its real beneficial owner or manager, who may then remain anonymous.
The nominee director is normally provided by the agency responsible for the formation of the company, or by the registered agent. It can be either an individual or legal person, i.e. another company specifically incorporated for this role. It is common to use the nominee director in conjunction with a nominee shareholder, since this way the client does not appear either as owner or as manager of the company.
Because the main purpose of the nominee director is to protect the client’s privacy, their function in most cases is merely formal. That is, they appear to be in charge on the documents of the company, but they do not perform any executive function and are merely required to sign certain documents, including the minutes of the annual meeting of the board of directors or some extraordinary resolutions taken at the request of the client. All the operating functions are usually performed by the real owner, to whom the nominee director has given a general power of attorney before a notary, entitling them to perform the daily activities of the company. This includes opening and managing bank accounts, signing contracts, etc… Because of their lack of executive power, these nominee directors are popularly known as straw men. Read more of this post
Offshore Registered Office And Offshore Registered Agent
September 28, 2014 Leave a comment
Offshore Registered Office :
An offshore registered office is the official address of an offshore company, to which authorities, courts, and suitors send their notices, letters and reminders. The registered office can be anywhere in the jurisdiction of the offshore incorporation. It must always be an effective address for delivering documents to the company.
Offshore Registered Agent :
An offshore registered agent represents an offshore company in the jurisdiction of incorporation. The registered agent normally provides a registered office address, arranges liaison with local authorities and receives all legal and tax papers and/or notices addressed to the underlying company, corporation or foundation. Not all jurisdictions require a registered agent but virtually all would necessitate a registered 0ffice. Read more of this post
Incorporating Offshore
September 28, 2014 Leave a comment
An offshore company is a corporation or other type of legal entity which is incorporated or registered in an offshore financial centre or “tax haven”‘.
The extent to which a jurisdiction is regarded as offshore is a question of perception and degree.Classic tax haven countries such as Bermuda, British Virgin Islands and the Cayman Islands are quintessentially offshore jurisdictions, and companies incorporated in those jurisdictions are invariably labelled as offshore companies. Then there are certain small intermediate countries such as Hong Kong and Singapore ,sometimes referred to as “mid-shore” jurisdictions, which, while having oversized financial centres, are not zero tax regimes. Finally, there are industrialised economies which can be used as part of tax mitigation structures, including countries like Ireland, the Netherlands and even the United Kingdom, particularly for corporate inversion.Also, in federal systems, states which operate like a classic offshore centre can result in corporations formed there being labelled as offshore, even if they form part of the largest economy in the world ,for example, Delaware in the United States.
Similarly, the term “company” is used loosely, and at its widest can be taken to refer to any type of artificial entity, including not just corporations and companies, but potentially also LLCs, LPs, LLPs, and sometimes partnerships or even offshore trusts. Read more of this post
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