Ontario Global Research

The mechanisms of secrecy

Seychelles IBC VS Delaware LLC


Memorandum and Articles of Association

Every IBC files a copy of its Memorandum of Association and Articles of Association, or "M&A" with the Registrar of Companies upon incorporation. These documents can be brief or very detailed, this depends on the law in the particular jurisdiction and on the practices of the particular incorporation agent. These documents lay out all the general information about the company. Usually these documents describe the type of company, its address, operational objects, authorised capital, the procedure for appointing and dismissing directors and officers and their scope of competence and responsibility, the procedure of share allocation, how shareholder`s meetings are called and the competence of such meetings and how it should be executed, the procedures of keeping accounts, liquidation and similar administrative matters that are characteristic to any corporate entity. The Memorandum and Articles of an offshore company are usually signed by a person called "Subscriber" or "Incorporator". The Subscriber is simply a person (or, more often, a dedicated offshore services firm) closely associated with your offshore service provider. The Subscriber essentially incorporates the company for you and acts as the first shareholder on your behalf. Otherwise you would have to travel to the offshore jurisdiction and sign the documentation personally. The Subscriber usually subscribes for the legally acceptable minimum amount of shares in the company. After the registration of the company, the initial Subscriber may remain registered on public file as the (nominee) shareholder, or the minimum amount of shares that he usually holds can be transferred to the actual client.

Registered Address and Registered Agent

All offshore jurisdictions require that all international business companies (non-resident companies, offshore companies, etc.) have an address in that country. This is called the Registered Address. The formal purpose of this address is to have an exact whereabouts of the company for the purpose of official correspondence or inquiries from the government. Most often these are just some annual report forms and the annual government fee notices that get sent to the Registered Address. Nevertheless, all companies must have such address, in their country of registration.

Most offshore jurisdictions also require a company to have a Registered Agent within their territory. Usually the Registered Agent is located in the Registered Address of the company. The purpose is again the same, to have some person (or, usually, a professional services firm) who acts as an "intermediary" between the government and the particular offshore company.

The name and address of the Registered Agent are on public file in the Registrar of Companies, so this information is accessible to anyone who cares to ask.

Provision of the Registered Address and Registered Agent are standard domiciliation services, provided to all their clients of Fidelity Corporate Services Ltd at a competitive fixed annual fee.

So, what is an offshore company?

Anyone who has ever come across the concept of a "company" or "corporation" will know that it is a legal concept, aimed at creating a new, distinct, separate "legal person". The purpose of creating such a new corporate body is to legally allocate and put some assets into a new "body", which would then have its own existence and continuity. A corporation can own and can do much of the same as any private individual. A corporation can own assets in its own name, enter into contracts, acquire titles, rights and obligations, be liable for its actions. So, same like an adult human being, a corporation has it`s own legal personality. Even a corporations` life is quite similar to that of a human being.

A corporation is "born" (by a fact of registration in an official Registrar) and it can "die" (by being dissolved or liquidated). In between, the corporation can go on pursuing its aims, which are usually ones of doing business and making profits.

Every corporation consists of several components. Each component has its own purpose. As this article mainly deals with "offshore corporations", one may ask what is the difference between an offshore company and a "regular" company? Structurally - there is practically no difference! An offshore company is quite simply the same sort of corporation, only it`s created outside the usual domicile country of its owner(s). So, for example in the wider sense of the word, "offshore" for a French individual can be Spain, Australia ... or Seychelles. Quite simply, offshore is something that is NOT onshore, NOT nearby the home. However, for quite some time, the term "offshore" has been coined in a much narrower sense - pointing to a company, which is not only formed outside the domicile jurisdiction of its owner, but also has a number of attractive benefits. For instance, incomes of an offshore company can be legally free of tax! Offshore company is free from onerous reporting and book-keeping requirements. It is free from burdensome capitalization rules. A offshore corporation is not required to register its owners on a public file. It`s fast and easy to register, simple to maintain and operate. That`s what most people would deem as an "offshore company". However, in terms of internal structure, an offshore company still retains most of the components of the "regular" corporation.

The following is a description of the main structural elements of an offshore company .




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