The past few years have seen a steady advance in the popularity of Business/Life Coaching Services.


With most schools and many Universities failing to properly provide students with the personal and financial skills needed to survive or succeed in the “real world”, a clever substrata of Entrepreneurs has begun to arise filling the gap in this ever widening market.


Whether you are a life skills coach, business coach or in the business of providing financial education, in the tech/virtual era many if not most such businesses can be based “Online”.


Any business where customers are sourced and services (and/or products) are delivered online can typically benefit from incorporating Offshore ie iin a nil business/corporate tax environment.


In principle here’s how it can work:


  • A nil tax offshore company (commonly an International Business Company “IBC”) is incorporated
  • The IBC owns/operates the web based business (eg ownership of the web-domain and the website/artworks or trademark/s or any products/sole distributor rights are held by or transferred to the IBC)
  • An Offshore account (which received payments via a merchant account) is set up in a nil tax banking centre
  • The Company is (seen to be) managed and controlled from a nil tax jurisdiction (which will entail the deployment of a nil tax jurisdiction based “Nominee” director). You are employed as a Sales/Coaching Consultant or in some Consulting Capacity
  • Ideally the server would be located in a country which does not tax businesses on the basis of server location (eg Singapore)
  • Customers contract with and pay the IBC. When the customer places an order the terms and condition are drafted in such a way as to make the “situs” of the contract (ie the place where the contract was formed) a/the nil tax jurisdiction.
  • You communicate with the client online and deliver all products/services via email or via the web.
  • All such monies are banked free of tax in the first instance.
  • You or your local company would be contracted by the IBC to manage sales/delivery of product/website maintenance/whatever.
  • You would invoice the IBC periodically (eg monthly) for this service which income would be assessable income in your home state – though a smart Tax Accountant should be able to assist you to claim a series of expense against this income (eg home office, equipment, travel, phone/internet/utilities etc) to significantly reduce the amount of tax payable on this income.
  • Often there is some kind of intellectual property (“IP”) created or behind the website based business (even if it’s just the website/design). It may be advantageous to you down the track if ownership of the business and the IP were held by 2 different entities. What you can do there is set up a 2nd IBC to own the IP. The first IBC (ie the Trading Company) pays license fees periodically to the 2nd IBC which fees wold be receipted tax free. This could be advantageous if you wanted to bring ownership of the web-business onshore or if you wanted to sell the business but keep a passive (potentially tax free) income stream
  • Ideally once you start to grow your business, and to add substance, you would be wise to set up your MD/Board and or a sales team onshore to take orders and receive income in a low tax onshore environment (eG Hong Kong, Ireland, Singapore, Cyprus etc as per the Amazon/Google model)


To minimise the chances of the IBC being taxed onshore ideally the IBC should be (and be seen to be) managed and controlled from offshore. How this can be achieved is including a Nominee Director etc as part of the Corporate structure. See this page for details of how that can work:


(and if you live in a country which has a Controlled foreign Corporation law you’ll also want/need to include a Foundation as part of the Corporate structure).


Local laws can have an impact. Hence you’d be wise to seek local legal/tax/financial advice before you commit to incorporate such a business “Offshore”.


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The Law of Principal and Agent Explained

In last week’s Article we looked at how an Onshore Agent Company and Offshore Principal Company can be deployed to open a Paypal Account Facility.


(As alluded to last week) this week we look in detail at the nature of a Principal/Agent relationship and how it works both at Law and Practically.


A Principal-Agent relationship is an arrangement in which one entity (the “Principal”) legally appoints another (The “Agent”) to act on its behalf.

An agent creates legal relations between a principal and a third party. The agency exists when one party is authorised by the other to act on their behalf in respect of acts that affect their rights and duties in relation to third parties. The existence of the agency may be openly acknowledged, or the agent may enter into the contract without revealing that they are contracting on behalf of another. At common law, the latter situation falls within the doctrine of the undisclosed principal.

The relationship between the principal and the agent is called the “agency,” and the law of agency establishes guidelines for such a relationship. The formal terms of a specific principal-agent relationship are often described in a contract.

For example, when an investor buys shares of an index fund, he is the principal, and the fund manager becomes his agent. As an agent, the index fund manager must manage the fund, which consists of many principals’ assets, in a way that will maximize returns for a given level of risk in accordance with the fund’s prospectus.


An agent who acts within the scope of authority conferred by his/her principal binds the principal in the obligations he/she creates against third parties.
There are essentially two kinds of authority recognised in the law: actual authority (whether express or implied) and apparent authority.

Actual authority

Actual authority can be of two kinds. Either the principal may have expressly conferred authority on the agent, or authority may be implied. Authority arises by consensual agreement, and whether it exists is a question of fact. An agent, as a general rule, is only entitled to indemnity from the principal if she has acted within the scope of her actual authority, and may be in breach of contract, and liable to a third party for breach of the implied warranty of authority.

Express actual authority

Express actual authority means an agent has actually been expressly told she may act on behalf of a principal.
•    Ireland v Livingstone (1872) LR 5 HL 395

Implied actual authority

Implied actual authority, also called “usual authority”, is authority an agent has by virtue of being reasonably necessary to carry out his express authority. As such, it can be inferred by virtue of a position held by an agent. For example, partners have authority to bind the other partners in the firm, their liability being joint and several, and in a corporation, all executives and senior employees with decision-making authority by virtue of their position have authority to bind the corporation.
•    Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549

Apparent authority

Apparent authority (also called “ostensible authority”) exists where the principal’s words or conduct would lead a reasonable person in the third party’s position to believe that the agent was authorized to act, even if the principal and the purported agent had never discussed such a relationship. For example, where one person appoints a person to a position which carries with it agency-like powers, those who know of the appointment are entitled to assume that there is apparent authority to do the things ordinarily entrusted to one occupying such a position. If a principal creates the impression that an agent is authorized but there is no actual authority, third parties are protected so long as they have acted reasonably. This is sometimes termed “agency by estoppel” or the “doctrine of holding out”, where the principal will be estopped from denying the grant of authority if third parties have changed their positions to their detriment in reliance on the representations made.
•    Rama Corporation Ltd v Proved Tin and General Investments Ltd [1952] 2 QB 147, Slade J, “Ostensible or apparent authority… is merely a form of estoppel, indeed, it has been termed agency by estoppel and you cannot call in aid an estoppel unless you have three ingredients: (i) a representation, (ii) reliance on the representation, and (iii) an alteration of your position resulting from such reliance.”
•    Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
•    The Raffaella or Egyptian International Foreign Trade Co v Soplex Wholesale Supplies Ltd and PS Refson & Co Ltd [1985] 2 Lloyd’s Rep 36
•    Armagas Ltd v Mundogas Ltd or The Ocean Frost [1986] AC 717, an agent cannot clothe himself with ostensible authority simply by saying that he has authority
•    Hudson Bay Apparel Brands Llc v Umbro International Ltd [2010] EWCA Civ 949

Watteau v Fenwick

In the case of Watteau v Fenwick, Lord Coleridge CJ on the Queen’s Bench concurred with an opinion by Wills J that a third party could hold personally liable a principal who he did not know about when he sold cigars to an agent that was acting outside of its authority. Wills J held that “the principal is liable for all the acts of the agent which are within the authority usually confided to an agent of that character, notwithstanding limitations, as between the principal and the agent, put upon that authority.” This decision is heavily criticised and doubted though not entirely overruled in the UK. It is sometimes referred to as “usual authority” (though not in the sense used by Lord Denning MR in Hely-Hutchinson, where it is synonymous with “implied actual authority”). It has been explained as a form of apparent authority, or “inherent agency power”.

The doctrine of the undisclosed principal

In ordinary agency, where the principal and the existence of the agency relationship are disclosed, the agent is merely the instrument through which the principal becomes a party to the contract. Therefore, the principal acquires rights and liabilities under the contract.  Where the principal is undisclosed, to all intents and purposes, the agent is the party to the contract who will assume the rights and liabilities.
The doctrine of the undisclosed principal is at variance with one of the fundamental rules of the law of contract.  The rule of privity of contract allows only the parties to the contract to acquire rights and liabilities under that contract. Under the doctrine of undisclosed principal, the principal may be sued or may sue on the contract that is made by its agent, despite the fact that upon strict interpretation, the agent is the contracting party and the undisclosed principal is a third party to that contract.

Commentators have suggested that the basis of the doctrine is similar to assignment, without the evidence of a transfer, the undisclosed principal being the implied assignee of the agent. In his landmark text “Bowtead & Reynolds on agency the noted commentator Bowstead, W suggests that the doctrine developed simply for commercial convenience,  and is now firmly established despite being criticised as “unsound”, “unjust” and “inconsistent with elementary principles”.  In Armstrong v Stokes, Blackburn J stated in respect of the legality of the doctrine: “It has often been doubted whether it was originally right to hold so: but doubts of this kind come now too late.”
As in any agency relationship, for the undisclosed principal to sue or be sued on the contract, the agent must have acted within its authority in entering into the contract. The authority can be either express or implied.

The agent of an undisclosed principal will be personally liable under the contract to the vendor, as the agent has contracted personally.  The agent loses the right to sue if the principal intervenes on the contract. Therefore, both the agent and the undisclosed principal may sue and be sued on the contract.  Upon the vendor discovering the existence of the undisclosed principal, the vendor has the option to choose between the agent or the principal to enforce the rights under the contract.  If the vendor seeks to enforce the contractual rights or liabilities against the Agent, the Agent will be personally liable.


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The above information is provided by way of courtesy and should not be construed as legal advice nor be relied upon. If you need to know or would like to know where you stand in terms of the law of Principal and Agent you should seek local specialist legal advice. Whilst all due care has been taken in its preparation the publisher Offshore Companies International Limited shall not be liable for any loss that may flow directly or indirectly as a result of  any person reading, acting upon or relying upon the above information


How To Open a Paypal Account for a Tax Free Offshore Company

Most clients these days want or need to be able to offer their clients/customers the ability to pay for products or services via Paypal.


We are often asked How can I open a Paypal account for my Offshore Company?


There in effect two ways to go about this, the direct route and the indirect route.


The Direct Approach


The first thing you’ll to do is make sure you choose a jurisdiction that has a Paypal Office; Paypal now has offices or presences in most nil tax (and low tax) Offshore Company jurisdictions including:


Hong Kong







Costa Rica

St Vincent

Cayman Islands





The Cook Islands

The Marshall Islands










For the full list check here:


Please note to get a Paypal account opened in the name of your tax free (or low tax) Offshore Company you will need to firstly open an account at a bank in the same country as wherein the Company is incorporated.


The Indirect Method


The indirect way to go about setting up a functional Paypal Account for your Offshore Company is to set up a 2nd Company (eg an “onshore” Company) to act as  “Undisclosed Agent” for the Offshore Company.


In this scenario the Onshore Company acts as an Undisclosed Agent for the Offshore Principal Company; It collects the payments from customers, banks the payments eventually into its own Corporate Bank Account, keeps a percentage (eg 2.5-5%) and then sends the remainder of the monies to the tax-free Offshore Principal Company.


Jurisdictions which are popularly used to do this include the UK, Ireland and Australia.


The arrangement is facilitated by the English Common Law Doctrine of Principal and Agent. For details on how that aspect of the law weeks check next week’s feature article.


Would you like to know more? Then please Contact Us:


Discretionary Foundations & Privacy

For various reasons clients often prefer that their names not be visibly associated with an Offshore Company.


In particular, it can be problematic on several fronts if, at the end of a paper trail, your name appears in an Offshore Company’s Statutory records as the “beneficial owner” of the Company.


Regulators the world over are forever looking to implement new ways to learn who, at the end of a Corporate Family Tree, the ultimate owners of a Company are. No doubt, if you’re looking to set up an Offshore Company, you won’t want your name to be exposed as the ultimate beneficial owner of said Offshore Company. Well that can still be achieved….


For many years we used to Offshore (Tax Free) Discretionary Trusts as the preferred vehicle for clients who wanted or needed to ensure that, at the end of the paper trail, their names did not appear as the “beneficial owner” of the Company.


(For those not in the know) A Trust is an arrangement whereby one person (commonly called a “Settlor”) makes arrangements for/with a second person (called a “Trustee”) to hold/manage certain assets (that would otherwise be owned/held by the Settlor) for the financial gain of others/third parties (called “Beneficiaries”).


But with much of the developing world having passed Controlled Foreign Trust Rules and or Transferor Trust Rules (rendering many Offshore trusts liable for tax onshore regardless of who the beneficiaries are) the deployment of an Offshore Discretionary Trust has become somewhat problematic, particularly for clients for whom privacy is of paramount importance.


Enter the birth of Discretionary Foundations!


The Private Foundation is in essence Europe’s version of a Trust. Just like a Trust a Foundation is a 3 headed creature:- it’s set up by one person (called a “Founder”), managed by a second person (Called a “Councillor”) and, just like a Trust, a Foundation typically has beneficiaries, that is, persons who are designed to benefit financially from the establishment of the Foundation.


Unlike a Trust however a Foundation is a separate legal entity, ie it can sue and be sued. Moreover (under European Common Law) a Foundation is presumed to be both the legal AND beneficial owner of any asset that it holds (one Jurisdiction – ie Seychelles – has taken this a step further by stating specifically in its Foundations Act -section 71 – that any Foundation domiciled in Seychelles is deemed to be both the legal AND beneficial owner of any asset it holds).


What does this mean?


What it means is this: Usually when we open a bank account for a Company the bank asks us “Who is the beneficial owner of the Company”? But if the shareholder of the Company is a Seychelles Foundation we can say to the bank, “Hey Mr Banker by operation of law (that is section 71 of the Seychelles Foundations Act, see copy attached) the legal AND beneficial owner of this Company is the shareholder. Why? Because the shareholder is a Seychelles Foundation.”


That said I/we can foresee the day when you/we may have to declare to a bank or your local authorities if you are the “beneficiary” of an Offshore Trust or Private Foundation.


What you can do here is (when you first set up your Foundation), in the Foundation’s establishment documents you can provide for the Foundation Councillor to have a broad discretion in terms of who to install as beneficiaries and when. This would enable you to deploy a tax-free charity or a tax exempt/incomeless person (eg your minor children) as the initial beneficiary/s of your Foundation.


Potentially (and in particular if the Councillor etc of the Foundation is based in a nil tax jurisdiction) this can enable you to create a situation whereby:

(a) you should only have to pay tax at home when your Offshore Foundation or Company pays you “income”; and

(b) your name should not be revealed/reported as beneficiary of, or beneficial owner of, any Offshore Company.


And if you want to be extra careful you can even make yourself “Protector” of the Foundation meaning the Councillor would have to seek your permission before changing beneficiaries (but more on that another 60 seconds).


Would you like to know more? Then please Contact Us:



Any discussion about Charitable Purpose Foundations must necessarily begin with an examination of What is a Purpose Foundation?


A Purpose Foundation (like its forerunner the Purpose Trust) is one set up, not to benefit specific natural persons or corporate entities, but rather to raise funds for a ( and/or to carry out some form of) specific (usually Philanthropic or Charitable) Purpose.


Historically any Purpose Trust or Foundation set up to achieve a Purpose other than a Charitable Purpose has been held by the Common Law Courts to be unenforceable.


However, of late, some jurisdictions have passed laws specifically allowing for the establishment of a Foundation which is established to carry on a specific Purpose, Charitable or otherwise.


An example of a non-charitable purpose Foundation would include a Foundation which is established to maintain the Founder’s collection of antique automobiles, or perhaps one for the purpose of constructing a home for the maintenance and care of his/her cats and dogs and all their offspring.


In the Common Law world a Trust (ie the forerunner and close cousin of the Foundation) must have beneficiaries whose identity can be established with certainty. If the identity, or method of determination, of the ultimate beneficiaries of a Trust is so vague that neither the Trustee nor a Court could readily determine whether any given individual at any time was or was not a beneficiary, the Trust would be unenforceable under Common Law and therefore, invalid, unless, of course, its purpose was charitable.


Historically, a Charitable Trust, although it may have no named beneficiaries, could be enforced by the local Attorney General. In the foregoing examples, however, certainly neither the antique automobiles nor the cats and dogs could sue the Trustee to enforce the Trust, and none of them is capable of having a Personal Representative.


Interestingly one jurisdiction (ie Seychelles) has specifically catered in its Foundations Law for any attempt by a foreign Court to declare a (non-Charitable) Purpose Foundation invalid by including a provision in its law which says that “Notwithstanding a provision of a written law or of a written law of any other country, a Foundation, other than a Foundation with beneficiaries being beneficiaries in terms of section 59, shall be a Foundation established to carry on a specific Purpose”.


That being said, if your heart is set on establishing a Purpose Foundation – and your aim is to fly under the radar or to claim tax deductibility for any “donations” made to the Foundation – the wiser choice would be to establish your Foundation as a Charitable Purpose Foundation. Certainly such a Foundation would be far more likely to survive a legal a challenge compared with those which have historically been struck down as Non-Charitable Purpose Trusts in the Common Law Courts.


In a Charitable Purpose Foundation the objects of the Foundation must be set out in the Charter (that is the document which is publicly filed giving birth to the Foundation). Here is an example of such objects:



(a)               To provide assistance and relief for children in ill-health;


(b)               To raise funds for, and to financially assist, children in ill-health;


(c)                To promote the health and well-being of children, including promotion of the provision of proper health care and treatment for children;


(d)               To make distributions to non-U.S. entities and institutions that are organized and operated exclusively for charitable purposes and which further the purposes referred to in sub-paragraphs (a) to (c) above.


When used in combination with a Tax Free Offshore Company (ie where the Foundation is set up to hold the shares of the Company) a Purpose Foundation can assist you to do tax effective business abroad without having to declare yourself (or your family members) to be, at law, the underlying beneficial owners of your Offshore Company. This affords one unparalleled Tax Deferral and Asset Protection opportunities.


The down side of a Charitable Purpose Foundation is that, once registered, it can’t later morph into a Foundation with named/specific beneficiaries.


The law of your home state can impact on your reporting requirements. Hence it would be wise to seek local legal and tax advice before committing to establish a Purpose Foundation.


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