What Is a Registered Agent and Why Do I Need a Registered Agent?

A Registered Agent is a responsible third-party who is physically located in the same jurisdiction in which a business entity was established and who is designated to receive service of legal process notices (eg law suits), correspondence from the Registrar of Companies, and other official government notifications, on behalf of the Company/Entity.


Why Do I Need a Registered Agent?


Every Offshore Company must have a Registered Agent AND a Registered Office on the ground in the country of incorporation. The Registered agent will accept documents on your behalf. The jurisdiction in which your business is registered needs to know it has a contact person for your business within the jurisdiction at all times; accordingly, PO boxes are not acceptable addresses for registered agents.


These days it may not be enough to have a “brass plate” office in the country of incorporation. If you want to show some substance on the ground – and thereby minimize the chances of your Company being classified as resident or controlled from onshore – what you might want or need as part of your Corporate structure is:


  • A Nominee Director resident Offshore and/or in the country of incorporation
  • A local phone number in the country of incorporation
  • A serviced (or, ideally, stand-alone) office in the country of incorporation
  • A stand-alone PO Box in the country of incorporation
  • A local tax number issued in the country of incorporation


OCI can supply all these things as part of your Company Formation package.


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How To Invest in an Offshore Fund Using a Tax Free Offshore Company

Investing in a Company or Fund that trades online is an activity that lends itself well to an Offshore Corporate Structuring plan. By way of intro check this link: https://offshoreincorporate.com/common-offshore-corporate-strategies/#5


How it works is:


(a)  You incorporate a tax free Offshore Company (“OC”)


(b)  You structure the Company in such a way as to ensure that the Company is seen to be managed and controlled from Offshore; This can/will be achieved by via deployment of a tax haven based Nominee Director (which is a service that OCI can/will provide)


(c)   Your OC either signs a general investment agreement with the Fund Company or subscribes for shares in the Fund Company


(d)  You advance funds to your OC


(e)  The OC then advances funds to the Fund Company (see below “How to move money offshore” which explains your options in that regard)


(f)    The Fund Company invests/trades your money


(g)  The Fund Company pays a return periodically to your OC (eg monthly or quarterly or 6 monthly or yearly).


(h)  Returns paid to your OC can be banked and or reinvested Offshore potentially free from tax




Depending on your individual situation there are several ways you might achieve this aim:


  • You could set up a dual structure (ie an Offshore Company the shares of which are held by an Offshore Private Foundation). You would set up the Foundation in such a way so that appears to be a Charitable Foundation and then make regular donations to the Foundation (which would then transfer that money to the IBC eg as share capital).


  • Set up 2 International Business Companies Offshore (ie “IBCs”). The first IBC you would enter into a speculative (eg high risk/potentially high return) general (long term) investment with. This IBC would then invest money with your trading IBC. The investment with the first IBC could be structured in such a way as to ensure that you won’t be paid a return on that investment for quite a while. If the IRS ever asks meantime whatever happened to the money you would just tell them I’m not yet entitled to a return.


  • Convert your local money into bitcoins. Transfer ownership of the bitcoins to the IBC. Have the IBC convert the bitcoins into hard currency which the IBC would then use to invest in whatever.


  • Engage a lawyer to DD on the Offshore Company or Foundation you intend to send money to. Whilst he’s making inquiries to confirm that the entity exists etc, (as you might do prior to a real estate purchase) you park the money you intend to invest in the Lawyer’s Trust/Client/Escrow Account. Once he’s completed his inquiries you instruct the Lawyer to send the funds from his Trust/Client/Escrow account to the Offshore Company or Foundation’s Bank Account


  • “Gift” the money to a family member (or close friend) overseas and then have that family member transfer the money to your Offshore Company


  • If you are holding funds in your own name you could set up a personal account Offshore and then transfer the money from your Onshore bank account to your Offshore Bank Account. Same could be done in the case of funds being held in a Company account onshore (ie you set up an Offshore Privacy Haven Account in the name of your local Company and have funds transferred from the Company’s Onshore account to your Company’s Offshore account). If you open the account in the right place onshore predators will really struggle to find out where the money went once it landed offshore.


  • You could set up your IBC as an Investment Company and enter into an arms’ length general investment agreement (or loan agreement) with the IBC on commercial terms. Provided the IBC is incorporated in a Privacy Haven (and in a country which does not have a TIEA with your home country) no one should ever know that you actually own the IBC.


  • You could withdraw your money from the bank in cash, use that cash to buy something of great value which is easily transportable (eg jewelry, gemstones, watches, an artwork/s, collectibles etc) fly overseas with these items (ideally to the country where your Offshore Company has its bank account), sell them to a broker or privately whilst abroad and then deposit that money into your Offshore Company’s Bank Account.


  • If you are an online trader (eg Forex/Commodities/Derivatives/Share Trader) you could open a Brokerage Account in your own name, transfer funds to your personal brokerage account, then open a Brokerage Account (with the same broker) in the name of your Offshore Company and move monies (as an internal transfer, ie beyond the view of “onshore” authorities) from your personal Brokerage account to the Company’s Brokerage account.


Local laws can have an impact. Hence it would be wise to seek local tax/legal advice before committing to embark on such an endeavour.


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How To Use a Tax Free Offshore Company To Own a Patent or Brand

We are often asked “How can I hold a patent or brand using a tax free Offshore Company?”.


A patent or Brand is a piece of Intellectual Property (“IP”).


In the case of a Patent, whilst you might save on tax by having the brand owned by a tax free Offshore IP Holding Company, you’ll want to firstly make sure that your Patent is recognized and capable of enforcement world-wide. The starting point therefore should be to ensure that your IP Holding Company is incorporated in a country which is a member of the World Intellectual Property Organization.  The full list of member states can be viewed here: http://www.wipo.int/members/en/


Zero or low tax countries in that list where we can incorporate a Company for you include:


Cook Islands

Costa Rica








St Vincent









Say you’ve developed and applied for a Patent for a breakthrough eyewear related product.


What you could/should do is:


(a)          Set up a zero tax Company to own the Patent/IP (‘the IP Company”)

(b)          Incorporate a 2nd (nil tax or low tax) Trading Company.


How it would work is:


1.            You would transfer ownership of the patent now (ie whilst its almost valueless) to the IP Company. See below which explains the process

2.            The IP Company would grant the Trading Company an exclusive license to market the IP

3.            The Trading Company would pay the IP Company licensing fees (eg a percentage of the sale every time a product containing the brandname/patent is sold)


The advantages of the twin Company structure are in essence:

(a)          The Trading Company is the one in the market place. It will incur the debts and pay staff/suppliers etc. Any law suits (or potential liability) will fall on its head thus protecting the key asset at the core of the business

(b)          It enables you to later on sell the business (ie The Trading Company) but retain a passive income stream (ie royalties or license fees paid to the IP Company)


How 2 Transfer Ownership of IP 2 an Offshore Company


Intellectual property (“IP”) is a creation of the mind and includes things like inventions, literary and artistic works, designs and symbols, software code, names and images used in business.


IP is commonly protected in law by way of patents, copyright and trademarks which enable the person who came up with the idea to securely earn recognition or financial benefit from whatever it is he/she has invented or created.


An Offshore IP company is an ideal vehicle for the administration and management of licenses and intellectual properties including computer software, technical know-how, patents, copyrights and trademarks.


The first step is to transfer ownership of the IP rights to the Offshore Company/Entity.


Once that’s done the Trading Business then enters into a legal agreement (contract) with the IP Company whereby, in return for being allowed to use the IP, the Trading Company agrees to pay the Company royalties or license fees. The income arising from these agreements can then be accumulated offshore in a nil or low tax environment.


Timing is of critical importance – It is clearly preferable to acquire the IP (for example, a patent) at the earliest possible time (e.g. at the patent pending stage) before the IP becomes highly valuable. That way the capital payment for the acquisition of the IP (e.g. patent) can be set at a lower amount i.e. before its true worth has been determined in/by the market. (These capital payments may even be deferred and or staggered by way of an instalment contract such as would enable the IP Company to use subsequent royalty payments to fund the cost of the IP).


If a deal is struck for the Offshore IP Company to buy the IP before the IP gives rise to a product or service which is offered/advertised in the market the IP might even be transferred for nominal consideration enabling the IP inventor/creator to transfer patent, copyright or trademarks in favour of the low/nil tax company before the IP suffers significant appreciation in value.


Alternatively you might transfer ownership of IP to a tax free Offshore Company (“OC”) for an agreed price but subject to a deferred or gradual payment basis. How that would work is you would transfer ownership of the IP up front and agree for the OC to pay you in stages in consideration of a price premium and/or in consideration of the OC engaging you in an ongoing/consultancy capacity.


However you transfer ownership of IP to an OC the transaction should be seen to be on commercial terms for fair market value. If you are unsure of market value you could either brief a licensed Valuer for an opinion or advertise the IP for sale publicly. The highest bid would be fair market value. At the end of the day in the market place a piece of property is only worth what someone else is prepared to pay for it!


Local law can have an impact. Hence you should seek local legal and financial advice before committing to incorporate an Offshore Company for such purposes.


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How To Wind Up a Seychelles Trust

We are often asked “How do I shut down my Seychelles trust”?


The Seychelles IBC Legislation provides a procedure for striking off IBCs.


Under the provisions of the Seychelles International Trusts Act 1994 however, there are no provisions for “striking off” Trusts.


Commonly, a standard Offshore Discretionary Trust is established on an irrevocable basis. Usually such a Trust will only come to an end once the Trust assets have been distributed absolutely to the beneficiaries or to a different Trust with common beneficiaries (and the Trustees cease to hold any Trust property), either at the end of the Trust period or on an earlier final distribution of Trust property.


To bring the Trust to an end a supplemental Trust Deed needs to be drafted an executed. There are two formats of Deed that could be used: Option 1 relates to where the trust is terminated after a final distribution of Trust property; Option 2 assumes that the Trust has ceased to hold assets (including any initial trust property, e.g. US$100 to establish the Trust) – you can use whichever one is appropriate and have your Lawyer or Trust Service Provider tailor it to your circumstances.


Finally once the Trust has been terminated and is no longer an International Trust within the meaning of the Seychelles International Trusts Act 1994 Act, your Trustee must notify The Seychelles Financial Services Authority under section 4(5).


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