How 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:

The 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., Corp., etc.).

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).

Domiciliary 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 íV 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. NACS 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. NACS 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.

Memorandum 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. NACS can supply a general memorandum for use by its clients in tailoring their own specific memorandum.

Articles 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, NACS 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. NACS is thoroughly experienced in providing such services.

Company Directors and Company Secretary: NACS can supply professional resident directors for jurisdictions with this requirement. Also, NACS generally provides a professional secretary and services through its own staff, and via its international network of associated professionals.

Reporting: The reporting requirements for a jurisdiction are very important considerations for a businessman seeking an effective offshore location. As the tables shown earlier demonstrated, there can be significant differences between jurisdictions regarding the annual reporting required of the company. The required reporting can vary from none up to the submission of a complete annual report and the submission of audited accounts: which can be burdensome and is certainly not secret. NACS Can discuss these requirements with you, and can also provide directly (or recommend) satisfactory accounting support functions to meet these requirements and the entrepreneur's own needs.

Incorporation Expenses: The international operation forming or buying an offshore company will be required to meet a number of costs to incorporate and maintain the company. These fees or expenses can range from reasonable to quite expensive, depending on the jurisdiction chosen. There fees are generally: the incorporation cost; annual tax or license fee; annual services fees (for such items as: registered office and registered agent; company secretary; nominee shareholders or directors; office services; etc.). An offshore company price list together with an NACS corporate services fee schedule is given in section 10 of this web site.

Availability of Professional Support: The planned offshore business operation may require the services of a number of different types of professional services: accountant, lawyer, trade services specialists, company secretary, etc. The international client must also be concerned that his offshore company will always be kept current from a regulatory point of view, and that he is kept abreast of any changes or developments in the chosen offshore jurisdiction that may affect the operation or the offshore company. With its long history of providing offshore companies and related services, NACS can advise the client in all of these areas, and can arrange for the provision of any of the types of professional services that the client may require, for all offshore jurisdictions.

Communications: It is very important for the client to consider the ability he will have to communicate rapidly and freely with the chosen offshore jurisdiction: air travel, mail and courier services, telecommunications infrastructure, etc., must all be considered carefully at the time of decision. The time zone of the chosen offshore location is also an important consideration.

The Availability of Banking Services: The client must carefully consider that the range of banking services required for the planned offshore operations are available in the locations being considered, and that they are available for the specific banks he wishes to do business through.

Confidentiality: Following a client interview, NACS can advise the client as to which of the many offshore jurisdictions offer the best levels of confidentiality considering the client's requirements.
Most favorable taxation situation: Again, following a client interview, NACS can advise the client as to which offshore locations offer the best levels of legal taxation avoidance considering the client's requirements.

Political and Economic Stability: During the client interview, NACS will thoroughly inform the client as to the economic and political outlook and stability of the offshore locations being recommended for the client by NACS.

Mobility: The client may have a potential requirement in the future to move his offshore company to a different jurisdiction, for any one of a number of reasons íV this is not an uncommon requirement. Accordingly, the client should consider this possibility carefully and inform NACS during his interview of his requirements in this area, and NACS can advise the client concerning the ability to move jurisdiction for the offshore locations being recommended for the client. Moving a company can be a simple procedure for some jurisdictions, and not so simple for other jurisdictions.

NACS's Custom Design of the Optimal Offshore Structure: NACS will custom design the optimal offshore structure for a client during the interview, taking all of the client's considerations and requirements into account.