How To Convert Your IBC’s Cryptocurrency in to Fiat Currency

A lot of OCI clients use Offshore Companies to (privately and or tax effectively) Trade (or to Invest in) Cryptocurrency.




Because if you set up a tax-free Offshore Company as your Bitcoin Investment/Trading vehicle before you start buying then any Capital Gain realised when you sell your Bitcoin/s could potentially be realised free from tax.


Are you one of those lucky people?


With the value of Bitcoin having risen steadily over the past year you may be thinking it’s a good time to cash out all of (or perhaps a part of) your Offshore Company’s Bitcoin (“BTC”) Holdings.


This article deals with ways that one might discreetly offload BTC assuming at the time of sale your Cryptocurrency is held/owned by a nil tax Offshore Company.


The easy way historically has been to convert Bitcoin to Fiat Currency using a Licensed Cryptocurrency Exchange (eg Binance, Bitmex, Huobi Global etc) and then have the Exchange send the Fiat Currency to your Offshore Company’s Bank Account.


One of the challenges you will face using such a service however is that many banks won’t accept monies coming from a Cryptocurrency Exchange.


What you might want to do then (ie rather than engaging an Exchange to convert your Cryptocurrency to Fiat currency) is sell your cryptocurrency via a Peer to Peer Introducer (here is one such example: )


Here’s how that could/would work:


  • You/your Company would appoint a law firm to act as an Escrow Agent (or you could appoint a specialist Escrow Service Provider).
  • The buyer pays his fiat currency into your law firm’s Trust Account (also known as a Client Account) or into the Trust Account of your Escrow Service Provider.(The buyer’s funds are held in Escrow).
  • Once you have confirmation that the Law firm/Escrow Provider has received the payment from the Buyer and his funds have cleared you then transfer the Cryptocurrency from your wallet to the buyer’s wallet.
  • You provide proof to the Law Firm/Escrow Provider that the payment of Cryptocurrency has been sent from your wallet to the Buyer’s wallet.
  • The Law Firm/Escrow Provider then transfers the Fiat currency to your nominated bank account.


You would obviously have to pay a fee to the Peer to Peer provider for arranging the introduction.


Another way to convert BTC quickly into Fiat currency is electronically utilising specialized service providers eg someone like Metal Pay or Wirex or Revolut etc. (Check this article for details:,can%20withdraw%20from%20an%20ATM. )


Obviously whichever method/service/service provider you use you’ll want to do you Due Diligence before engaging them.


Given the Crypto sector in many parts of the world is still unregulated you’ll want to ensure ideally that you’re dealing with a licensed professional establishment, with a proven track record of meeting their obligations.


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


Disclaimer: OCO Ltd are not Tax advisers or Legal Advisers. You should seek local tax, legal and financial advice before committing to set up an Offshore Corporate or Fiduciary Entity.




Can One Offshore Company Own Multiple Businesses?

We are often asked can my new Offshore company own more than one business?


The short answer is one Company can own many businesses but what the question really should be is this: Is it advisable to have one Company owning multiple businesses?


Let’s look at the pros and cons….


Let’s say you’re the budding young entrepreneur. And that when starting out you’ve got 3 solid business ideas but you’re unsure of which one is likely to take off… after all business is risky and you can never be sure, right?


Hence, understandably, you’re not going to want to go to the cost of setting up 3 separate Companies given its possible that one or more of the new businesses might never take flight.


But what if all 3 businesses do take off and they are all owned/operated by the one/same Company. What’s the disadvantage of that?


In short, the risk with that kind of structure is that if all 3 businesses are owned/operated by the one/same Company – and any one business fails – assets owned by and/or cash in bank accounts held by the other businesses are at risk of attack from the failed business’s creditors. Worst case scenario? The badly performed business/es could owe so much that it/they end up sending the whole Company broke killing off the profitable business/es in the process.


The other advantage of having businesses owned by separate Companies is that when it comes time to sell it’s going to make the marketing and sale process a lot easier (eg the buyer, in effect, only has to do due diligence on one business not 3) and maybe less expensive, eg you could sell the shares in the Company rather than the assets of the Company and potentially avoid prohibitive stamp duty being imposed on the sale proceeds/contract price. (Presumably this would make your business a more attractive proposition to would be buyers).


Yes you could set up a 2nd or 3rd Company later and at that time transfer ownership of the 2nd business to the 2nd Company and the 3rd business to the 3rd Company as the case may be. However, in that scenario:

(a)   A Share Sale/Purchase agreement should be entered into on reasonable/normal commercial terms and signed by the existing Company and the new Company (eg the new owner ie the 2nd/3rd Company will need to be seen to have legally bought the business)

(b)  The price paid for the business by the new Company will need to be seen to be fair market value

(c)   The new owner will need to be seen to have paid for the business before it is registered as the new owner thereof


If the above boxes are not all ticked the transfer could be set aside later as a sham transaction leaving tax/legal etc liability in the hands of the former owner (ie the first Company).


In summary, for the reasons detailed above, it is always preferable where practicable to have separate businesses owned by separate Companies, from the outset.


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


Disclaimer: OCO Ltd are not Tax advisers or Legal Advisers. You should seek local tax, legal and financial advice before committing to set up an entity such as that described above.



How 2 Use an Offshore Company 2 Trade Gold & Silver

The Trading of Precious Metals such as Silver & Gold is an activity which lends itself well to an Offshore Corporate Structuring Plan.


To summarise how it would work is:

  • You set up a zero tax Offshore Company or an International Business Company (“IBC”)
  • The IBC opens an account with a Broker
  • You are appointed as the IBC’s authorised trader or Trading Manager (ie you are authorised to place buy and sell orders on behalf of the company)
  • The Company would have an Offshore Management system (ie a nil tax jurisdiction based Nominee Director)
  • Ideally the Company would also have an Offshore Ownership system (ie the Company would be owned by a Private Foundation)
  • On the face of it the IBCs trading profits are being generated in a nil tax environment tax free/offshore (ie provided the IBC Is structured properly)
  • When you need some living/spending money the IBC pays you a wage, or consulting fees or a commission (eg a percentage of trading profits generated)
  • That living/spending money can be paid to your local bank account (which means it would be assessable income wherever you are ordinarily resident for tax purposes though you should also be able to claim a sizeable amount of allowable deductions eg for home office, car, equipment, insurances, travel, stationary etc etc to reduce the amount of your “taxable” income at home)
  • Larger amounts could be structured as part of a loan agreement between you and the Company ie you would have the right like a line of credit or overdraft to borrow money from the Company from time to time.  (Generally speaking, such a receipt is a capital receipt not income and hence shouldn’t be caught by “income tax” rules
  • For larger purchases (eg if you want to by a house or an investment) such investments could be made directly by the Company or by an Offshore subsidiary Company
  • A sizeable amount of the Company’s trading profits could be banked and or reinvested Offshore potentially tax free.


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


Disclaimer: OCO Ltd are not Tax advisers or Legal Advisers. You should seek local tax, legal and financial advice before committing to set up an entity such as that described above.



English Limited Partnerships (LPs) – Overview

Generally speaking, a Partnership, a is a business owned by two or more individuals formed with a view to a profit.


At Common Law Partners in a partnership share profits equally and are considered jointly and severally liable for the debts of the Partnership.


In most jurisdictions a Partnership is not an income reporting, or tax paying, entity; it is rather a flow through vehicle ie it invoices and receives payment from customers and pays suppliers/creditors and then “passes through” the remaining profit to the partners who report the income/account for taxes wherever the Partners may be resident for tax purposes.


There are three forms of partnerships: general partnership, joint venture, and limited partnership. The three forms differ in various aspects, but also share similar features.


A limited partnership (LP) is a partnership made up of two or more partners whereby the general partner oversees and runs the business while the limited partner contributes capital to, but does not partake in managing, the business. The general partner has unlimited liability for the debt, and any limited partners have limited liability up to the amount of their investment.


The English LP


There are 3 options for set up of an LP in the UK ie

  • An LP formed in England & wales
  • A Scottish LP
  • A Northern Ireland LP


In order to establish an LP in England/Wales a duly completed and signed Form LP5, together with the filing fee, must be submitted to Companies House in Cardiff.


The Form LP5 contains the following information:


  • The name of the LP, which must end in Limited Partnership or LP. A Limited Partnership registered in Wales may end in Partneriaeth Cyfyngedig or PC;
  • The general nature of the business;
  • The principal place of business address;
  • The full name of the general partner and each limited partner;
  • The term of the partnership, if any;
  • A statement of limited liability
  • A statement of the capital contribution of each Limited Partner


Provided that the Form LP5 is in order, the LP will come into existence on registration of the form at Companies House.


The Partners


LPs must have at least one general partner and one limited partner at all times. Partners can be individuals or corporate bodies and there is no restriction as to the nationality, or residence, of the partners.

The general partners are responsible for the management of the LP and are jointly responsible for the debts and obligations of the LP. In contrast, the Limited Partners play a passive role in the business affairs, simply providing capital contribution. The Limited Partners are afforded the benefit of limited liability protection, provided that they do not engage in the management of the LP.


The Partnership Agreement


While not legally required, it is recommended that the partners enter into a private, written partnership agreement. Such an agreement would generally detail the nature of business, the administration of the LP, the division of profits and the dissolution arrangements.


The Accounts


LPs must keep appropriate records of their financial affairs to enable the financial position of the LP to be determined at any time. LPs are not required to file their accounts with Companies House unless the Partnership (Accounts) Regulations 2008 apply.


The Taxation


LPs are tax transparent, therefore, in order to assess tax liability, the UK tax authorities will look to the partners of the LP rather than to the LP itself. In addition, if the LP does not trade in the UK, and the partners are not resident in the UK, the partners will not be subject to UK taxation.


Regardless of whether the partners are subject to UK taxation or not, LPs are required to file an annual Partnership Tax Return and accompanying accounting schedules with HMRC (ie the UK Tax Authority/Dpt) . The return must show each partner’s share of the profits or losses of the activities of the LP.


The Dissolution


In the event of the dissolution of an LP, the general partners are required to wind up its affairs. It is best practice to notify Companies House of the dissolution, however, the LP will continue to exist on the index of names held by Companies House.


Key Features and Benefits of the English LP


There are a wide range of benefits in utilising English LPs:


1. Limited Liability for the Limited Partner: The Limited Partner can benefit from receiving profits in the English LP whilst also benefitting from limited liability on their investment.

2. Use of Corporate General Partners: Although General Partners have unlimited liability, corporate partners are permitted. Therefore, if correctly structured, they can protect themselves from unlimited liability.

3. Fiscal Transparency: The English LP is fiscally transparent, meaning that all income, profits and losses flow through to the Partners.

4. Filing Requirements: English LPs which are not defined as ‘qualifying partnerships’ are required to prepare its accounts under the Partnership (Accounts) Regulations 2008 (SI 2008/569) in order to demonstrate its financial positions and to assist with the preparation of the Partnership tax return. English LPs, which is not a separately legal entity, are not currently required to file a confirmation statement or maintain a person(s) of significant control register for inspection to the public.

5. Privacy of the Limited Partnership Agreement: The English LP may have a written Limited Partnership Agreement between the general partner(s) and the limited partner(s). If the English LP has been registered for a specific purpose, the clauses of the agreement may be tailored depending on that purpose. The partnership agreement might also state the rights and obligations of the partners including the capital contributions and profit sharing ratios. The English LP benefits from maintaining the limited partnership agreement as a private document which does not need to be filed or disclosed with Companies House.


With careful structuring a UK LP will not be subject to UK taxation.




An LP registered in England is not a separate legal entity, hence it must contract through a/the General Partner.


Limited Partnership consists of 1 (or more) general partners who exercise its management, and 1 (or more) limited partners who made a contribution into partnership’s capital (by means of money or other property with monetary evaluation).


The general partner is liable for all debts and obligations of the partnership. The limited partner’s liability is limited to the amount of contribution he made.


An English LP has no directors and secretaries. The General partner exercises management and enters into transactions on behalf of the LP (as well as other persons authorized by the partnership by Power of Attorney).


An English LP itself is not subject to taxation in the UK. The LP’s profit is distributed to its partners who must pay taxes in their country of tax residence.


An English LP must prepare annual accounts, but if it is the case that the general partner is a foreign (not British) company, filing of the accounts with Companies House is not required.


An English LP and each of its partners must file annual tax returns.


As a Limited Partner:


  • You contribute an amount of money or property to the business when it’s set up but you are only liable for debts up to the amount you’ve contributed.
  • You can’t manage the business can’t remove your original contribution
  • You must register for Self Assessment with HM Revenue and Customs (HMRC).


As a General Partner:


  • You are liable for any debts that the business can’t pay
  • You control and manage the business
  • You can make irreversible (‘binding’) decisions for the business
  • You can apply for your business to act as an authorised contractual scheme (ACS
  • You must register the business with Companies House and register the business for Self Assessment with HMRC (you must also register the business for VAT if you expect sales to be more than £85,000 a year)
  • You act for the business if/when it’s wound up and dissolved


It should be noted that (unlike a Scottish LP) an English LP is not a legal entity.


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


Disclaimer: OCI Ltd are not Tax advisers or Legal advisers. You should seek local tax, legal and financial advice before committing to set up an entity such as that described above.




How to Use a UK Limited Liability Partnership for International Business

A United Kingdom Limited Liability Partnership (LLP) is a very popular vehicle for international commercial activity.  This is because the UK LLP is a body corporate with a legal personality that provides its members with limited liability, and at the same time, it’s tax transparent.


The law states that a trade, profession or business conducted by a UK LLP shall be treated as though carried out in partnership by its members.  The effect of this is to ensure that members of an/the LLP are taxed as though they are partners in a partnership.


Reduced Taxation Opportunities for International Business 


The UK only taxes non-residents of the UK on their UK source income.  Therefore, when a UK LLP is engaged in a trade, profession or business, with a view to making a profit, and has no UK members or UK trade, no permanent establishment or UK source income, the UK has no authority to tax the LLP or its members. (The members and the shareholders of the members may potentially have a tax liability in their home jurisdictions).


Opportunities are therefore optimised where UK LLPs are formed to carry out non UK business by companies in zero or low tax jurisdictions.


Can a UK LLP Benefit from the UK’s Double Tax Treaties and Obtain a Tax Residence Certificate? 


As a UK LLP is not taxable, it cannot obtain a tax residence certificate.  In addition, as a UK LLP is not subject to tax on its profits, it cannot enjoy the benefit of the UK’s network of double tax treaties.


The relevant jurisdiction to obtain a tax residence certificate and for the application of double tax treaties, is the country of residence of the LLP members.


Can a UK LLP register for VAT in the UK? 


In theory as a UK LLP is considered to be a body corporate for VAT purposes, it should be possible to register an LLP for VAT, even if the LLP is not trading in the UK.


In practice however, a UK LLP without a UK trade, UK place of business or UK members will probably find it difficult to register for VAT in the UK.


Can a UK LLP which has no UK Members, UK Trade or Source Income have a UK Virtual Office? 


A UK address and telephone answering service are not on their own sufficient to create a permanent establishment in the UK.


If all activities are undertaken outside the UK, having a UK virtual office should not cause non-UK members of a UK LLP without a UK trade or source income to have a UK tax liability on the profits of such an LLP.


Who has the Powers of Management of an LLP ?


The powers of management rest with the members of an LLP.  It is sensible to have a members’ agreement which sets out the authority of the members to bind the LLP.


Where a member’s authority is limited, if the member acts broadly within the ambit of the LLP’s business, his acts are likely to bind the LLP. This is the case even if the member was acting outside of his authority, as defined in the members’ agreement, provided that the party with which the member is dealing does not know of such limitations to the powers of the member.


Do UK LLPs have to be Audited? 


The members of a LLP are obliged to prepare a balance sheet and profit and loss account for each financial year of the LLP.  These accounts, together with a copy of the Auditor’s report (where applicable) must be delivered to the Registrar of Companies.  The accounts will then be in the public domain and are open to inspection.


LLPs that are regarded as small are exempt from an audit requirement.  To qualify as a small LLP the LLP must have gross assets of not more than £3.26 million, and its turnover must not exceed £6.5 million.  In addition, the LLP must not be part of a group where a public company is a member, or where the group is not defined as small.


It should be noted that even where an audit is not required, members are still required to prepare and file true and fair accounts.


Is there a Minimum Capital Requirement? 


There is no minimum capital requirement for the formation of an LLP.  An LLP must, however, have at least two members.  The members may be corporate bodies and may be incorporated and resident anywhere in the world.


Are there any Activities for which an LLP should not be Used? 


An LLP is tax transparent if it is engaged in a trade, profession, or business with a view to making a profit.  An LLP is therefore not tax transparent for clubs, charities or similar organisations. 


There is some anti-avoidance legislation and, in particular, if a pension fund is a member of a LLP which invests in property, that LLP will not be tax transparent.


UK resident members of an investment LLP will not be able to offset interest charges against income they receive from such an LLP when calculating their taxable income.  This does not however affect non-UK members of an investment LLP that has no UK source income.




LLPs are becoming increasingly popular. This is largely due to the fact that no personal liability falls on a member of an LLP for contracts or debts of the LLP and there is no joint or several liability for the negligence of any other member.


If correctly structured, international business operated by UK non resident members will not be subject to UK taxation, but will, nevertheless, present a UK presence to the outside world. 


NOTE: OCI are not legal or tax or financial advisers. Local laws can have an impact. Hence you should seek local legal, taxation and financial advice before committing to establish a structure such as that described above. 


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

UK LLPs: A Detailed Overview

Limited Liability Partnerships (LLPs) were introduced by the LLP Act 2000 and were the first new UK legal entity for nearly 100 years. They were intended for use by the larger professional practices but have already been utilized by a wide variety of businesses.


Tax Transparency


LLPs are not liable to income tax, corporation tax or capital gains tax on their profits and gains. Instead, the members of the LLP will each be taxed on their share of the profits or capital gains (including profits retained in the LLP). Thus the LLP business itself is “tax transparent”.


Body Corporate


Although an LLP will be taxed as though it is a partnership, it is in law a “body corporate” with a separate legal personality from that of its members. This means that, unlike a conventional partnership, an LLP can enter into contracts and hold property in its own right. LLPs will also be able to continue in existence independent of changes in membership. Additionally, there is no need for a small number of members to act as nominees for all of their fellow members and the firm. LLPs need to be registered at Companies House in the same way as limited companies. They will receive a registration number and will be obliged to file annual accounts. Subject to exemptions for dormant LLPs and small LLPs, the accounts must be audited on a “true and fair” basis, in just the same way as limited companies.


Limited Liability


As the name suggests, LLPs offer “limited liability” to all of their members. This is the same as applies to shareholders of a limited liability company. It means that (subject to two exceptions – see “Unlimited liability” below) on the insolvency of an LLP, each member’s liability extends only to the amount that the individual has contributed to the LLP by way of capital. In the same way as the liability of a shareholder in a limited company extends only to the amount he or she has contributed by way of share capital. Thus creditors have no recourse to members’ personal assets. Also, as in a limited company, persons who have made loans to LLPs will be treated as general creditors unless the loans were secured. Provided it is the LLP that enters into contracts with third parties, it will be the LLP that is generally liable for all debts, obligations, wrongful acts and omissions. The funds available to meet such liabilities will be limited to those within the LLP.


Unlimited Liability


For LLPs there are two important exceptions to the basic concept of limited liability:


  • If a member has accepted a personal duty of care to a third party and has acted in breach of that duty of care then the member will be personally liable. Similarly, if a member has accepted a personal contractual commitment and has acted in breach of that commitment, they will be personally liable to an action in tort in connection with the negligent work, etc. This position is no different from directors of a limited company who can become personally liable if they accept personal duties or commitments;
  • Members might also have additional liabilities in the event of an LLP becoming insolvent if the “clawback” rules are in point.




All payments made by the LLP to members, by way of drawings, profit shares, repayment of capital and repayment of loans, constitute withdrawals of money by members from the LLP.




This term refers to the possibility that if an LLP becomes insolvent, then any “withdrawals” from the firm by any member in the previous two years are potentially vulnerable to a claim that they should be repaid. However, such a claim will only succeed if it can be shown that the member in question either:


  • knew that there was no reasonable prospect of avoiding insolvent liquidation at the time of the withdrawal; or
  • should have known, or ought to have concluded, that there was no reasonable prospect for avoiding insolvent liquidation.




LLPs will be “incorporated” and registered at Companies House by following a procedure similar to that for limited companies.


Members’ Agreement


LLPs will normally be governed internally by a formal agreement between the members. There is no legal obligation on the members of an LLP to approve a “Members’ Agreement”.


The written Members’ Agreement can provide virtually anything that the members want it to in relation to how the LLP will be managed, how decisions relating to the LLP will be taken, how profits will be distributed and how capital will be contributed. As the LLP is a body corporate with a separate legal personality from its members, the agreement should also define the duties owed by members to the LLP, by the LLP to the members, and by the members to each other.


The Members’ Agreement will be a private document between the members and need not be filed at Companies House.


If the members of an LLP do not have an agreement between them as to how the LLP shall be operated, various default provisions apply under the LLP Act. However, these are extremely brief and unsatisfactory. For example, they provide that members will share profits equally irrespective of capital contributions to the LLP and that no member may be expelled for any reason.


Anti-avoidance Provisions


The Government is keen to prevent any potential tax loss through the use of investment and property investment LLPs. The main thrust of the provisions relating to LLPs, is to discourage tax exempt vehicles and funds from using LLPs for property investment activities.


Taxation Overview


LLPs are in law regarded as “bodies corporate” and will be subject to aspects of company law. But for tax purposes they will generally have the same tax transparency as conventional partnerships.


The LLP Act 2000, introduced various changes to the Taxes Acts. These changes were intended to ensure that where an LLP carries on a “business with a view to profit” then its members will be treated for the purposes of income tax, corporation tax and capital gains tax as if they were partners carrying on business in partnerships. That is to say, the LLP will be regarded as transparent for tax purposes and each member will be assessed on their share of the LLPs income or gains.


International Issues


Because an LLP is a “body corporate” an overseas branch of an LLP may well be taxed as a corporate entity in certain overseas countries. The Inland Revenue has confirmed that it will be for the relevant overseas tax authority to determine how the LLP and its members are to be taxed locally. However, the Inland Revenue has confirmed that it will be prepared to allow UK-based members to claim a double tax credit for their proportionate share of overseas corporate tax paid, when computing their UK income tax liability on the same income.


For UK tax purposes, dividends received by an LLP will be deemed to have been received directly by its members. This means that where foreign dividend income arises it will be the individual members that need to consider the relevant double tax agreements. Thus it will normally be the withholding tax limits applicable to individual members that will apply, such that there will be no relief (as there is for companies) for locally paid underlying corporate taxes.


The position will be similarly complicated for non-UK resident members of an LLP if the members’ country of residence considers the LLP to be a corporate body for local corporate taxes. In such cases it may regard profit distributions made to the members as dividend distributions and deny tax credit relief for any taxes paid by them in the UK (where the LLP is carrying on its trade or profession). Such income tax may be considered to have been payable by the LLP and thus a form of underlying tax, in respect of which the members are not entitled to claim credit overseas.


A UK LLP can be incorporated with wholly non-resident members and unless that LLP trades, or holds investments in the UK, its members should have no UK liability on their share of the LLPs profits. However, that could mean that the LLP would have no UK taxable presence and thus its commonly recommended that every LLP has at least one UK resident member, paying tax on its share of profits in the UK.


Cessation of LLP


Where an LLP comprises of only two members and one of them dies, for example, another member will need to be appointed within six months, or the LLP will be dissolved with the tax consequences following as set out below.


Technically, whenever an LLP ceases to carry on a trade or profession it will no longer be regarded as a “partnership” for tax purposes. Instead it will cease to be transparent and should become liable to corporation tax.


Strictly, corporation tax would be due on gains made at the LLP level after it ceases to trade, with capital gains tax being due on gains members’ make when they “realise” their interests on liquidation. This is the same as the double taxation which arises where valuable assets are held within a corporate structure.


However, where members wind-up the LLPs affairs informally without undue delay and where tax avoidance is not a motive, the Inland Revenue will treat the LLP as remaining tax transparent. Thus, where there is a gradual disposal of assets and settlement of debts with the liquidator appointed only for the final formalities, the prospective double taxation can be avoided.


However, once a liquidator is appointed, chargeable gains on the disposal of any of the LLPs assets by the liquidator will be computed by reference to the date on which they were first acquired by the LLP and their cost at that date. In the liquidation period, the LLPs capital gains would be treated in precisely the same way for tax purposes as those for any other body corporate. Similarly, members of the LLP will be taxed on any gain (or given relief for any loss) that arises on the disposal of their capital interests in the LLP.


The base cost of members’ capital interest will not be set by reference to the market value of that interest at the time when transparency is lost. Instead the allowable acquisition of each members’ interest will be determined according to the historical capital contributions made, as if the LLP had never been transparent.




If you’re considering incorporating anil tax  Company Offshore but don’t want the stigma that can sometimes be attached to the use of classical Tax Haven Companies (eg BVI, Seychelles, Belize etc IBCs) then the UK model of LLP is an entity well worthy of close consideration.


OCI can set up a UK LLP for as little as $800 (and Nominee Members/Partners can also be supplied).


Warning: OCI are not tax advisers or legal advisers. Local laws can have an impact. Hence you should seek local legal/tax/financial advice before committing to set up a UK LLP.


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



Panama Second Residency Visas

This week we continue our examination of the options available to you if you’re looking to establish residency or a residential address outside of your usual country of abode.


A quick recap…


So why might somebody wish to have a second residence?


There are a number of valid reasons as to why someone would want to secure residency entitlements in a second country including:


  • As insurance against political, economic or social upheaval in the person’s historical home country
  • To make international travel simpler (eg Depending on where you are from if you hold a passport that is considered “problematic” by the country you intend to visit entry VISAs, even for holiday visits, can be very hard to come by)
  • As a vehicle to enable you to avoid being discriminated against (ie by virtue of your country of origin)
  • To enhance employment prospects outside of your home country
  • To avoid the risk of potentially hostile treatment by Government officials, kidnappers and hostage takers
  • To access new opportunities for the tax structuring of one’s personal or corporate tax affairs. (Generally, an individual’s residence and citizenship are the ultimate basis for the majority of taxation rulings)
  • For enhanced privacy – Modern day information sharing protocols make it possible for your local authorities to be automatically informed by “reporting entities” (ie banks, asset managers etc) if you hold certain assets outside of your home county. In such instances information is usually only shared with the country which appears as your home state in the proof of address document you provide to your non local Bank/Asset Manager
  • Citizens of certain countries are subject to tax on their worldwide income, regardless of where they may be residing. By relinquishing one’s current passport/citizenship and taking up a new one such persons might be able to take advantage of residence-linked tax planning opportunities that would otherwise be beyond access.


Panama has one of the strongest histories in terms of offering second residency programs. For some time it has offered what is known as The Panama Pensionado Visa which allows foreigners to obtain legal residency in Panama under the condition that they have a pension income (of minimum $1,000 per month) guaranteed for life.


A recent addition to its offerings is the Friendly Nations Visa.


With the Panama Friendly Nations Visa there is nothing to invest midterm or long term, you just need to:

(a) create a company in Panama where you will be the President and Shareholder and claim that it will be used for professional services in Panama; and

(b) open a bank account in your name. (This bank account would have to be funded with a minimum of $5,000.00. If there are dependents that will apply with the main applicant, then $2,000.00 per dependent needs to be added).


Most of the bank account opening process can be done without you needing to visit Panama, so we can advance 90% with that and, once you arrive in Panama, finalize everything so that the account is opened in approximately 2 weeks.


You will need to travel to Panama at least twice.


On the first trip you will need to meet the bank and finalize the account opening, sign the power of attorney empowering us for the purpose of filing the application and have your passport registered with the Immigration Service.


Once the bank account is open you will need to send funds to activate the account and request the bank for a letter of reference and/or a statement of account stamped by the bank and then start the process of incorporation of the company (takes roughly 5 days to incorporate a company). The account would need to be funded with $5,000.00 and $2,000.00 extra per dependent if such is the case.


If you’re able to stay in Panama for this whole time, we can file the application right away and obtain the provisional residence permit and multiple entry and exit permit (this last one is necessary to leave the country while the visa is being processed as otherwise upon the return of you can be penalized with a fine of $2,000.00).


On the second trip, ie once the Visa is approved, you will need to travel to Panama to get your permanent resident card.


Our legal fees are $7,000.00 for the main applicant, plus $1,000.00 per dependent. The fee includes the company formation.


The approximate expenses are:

  • $1,690.00 for main applicant and $1,300.00 per dependent. (Children under 12 years of age are exempt of the repatriation deposit of $800.00);
  • Our legal fees for the attainment of the Multiple Entry and Exit Permit is $500.00 (per applicant) + $200.00 (per applicant) in costs payable to the Immigration Service.


To open the account, you will need to travel to Panama and meet the bank, plus bring with you the following documents:

- Reference letter from a bank

- Reference letter from a lawyer, accountant or other professional

- Reference letter from a business partner

- Copy of your entire passport (the bank will make a copy)

- Copy of a secondary ID such as a driver’s license

- Proof of income, which can be provided in the form of payment stub from your current employment or by submitting the last three tax returns you have filed.


These documents can all be submitted in English.


For the Visa, it is imperative that you have the bank account, so after the bank account is opened we can move forward with the Visa. 


The documents each applicant needs to bring with him/her for the Visa are:

- Valid passport

- Police record issued by the FBI, RCMP or equivalent authority in your country (except children under 18)

- Marriage certificate (applicable if legally married and spouse is applying as dependent of main


- Birth certificate (applicable if children of the applicant under 18 years of age are applying as dependents of the main applicant).


The rest of the documents can be obtained in Panama, including the Declaration form of personal background information.


Any and all documents issued abroad have to be legalized by means of a Panama Consulate or via Apostille and duly translated to Spanish.


Translations prepared abroad would also have to comply with the legalization via Consulate or be Apostilled.


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





Last week we began looking at reasons why people obtain, and various ways that one might apply for, a “Second Residence” outside of one’s normal place of abode, beginning with the Nevis Citizenship Program.


This week’s feature article looks at how one might go about obtaining the right to reside permanently (ie obtain a second residence VISA) in the United Arab Emirates (“UAE).


There are two options whereby an Entrepreneur or Investor can obtain residency rights in the UAE:


  • By setting up a (particular kind of) company
  • By purchase of real estate


We can offer you a number of free zones where you could register company in UAE. The most popular options is to register a Company in the Umm Al Quwain FZ.


Company registration in UAQ FZ with Flexi Desk (including 2 Visas)


Re the business activities of the company, you can simply choose from the below list (as updated from time to time by the Registrar of Commercial and Consultancy Activities) and following incorporation of the Company 2 Residency VISAs can be obtained:



There are two types of license, which fall under this category: Commercial License and General Trading License.


Commercial License: This authorizes the import, export, distribution and storing of items specified on the license. A Commercial License can have three different product lines or 10 similar product lines.


General Trading LicenseThis enables the licensee to trade in a wider range of activities and gives the freedom and flexibility to trade in any commodity, which is permitted within the UAE.
Note: Commodities which require special approval or clearance from various UAE authorities e.g. explosives and armaments cannot be traded with a General Trading license.


Usual activities include i.e. Trading with Automobiles, Seeds Trading, Coal & firewood trading, cotton and natural fibers trading, etc.



This is for entities, which offer expert or professional advice, and is issued to all manner of professionals including artisans and craftsmen. It allows two similar activities.


Activities usually registered include Marketing Consultancy, Management Consultancy and IT Consultancy.



This allows an individual to operate as a freelance professional, and conduct business in one’s birth name as opposed to a brand name or company. The Freelance Permit is designed for individuals who operate in technology, media and film sectors, and is issued to talent roles, creative roles and selected administrative roles.


Activities usually registered include Actors, Artists, Photographer and Producer.



This enables the licensee to import raw materials, then manufacture/ process / assemble / package the specified products, and export the finished product. It allows the holder to import raw materials for the purpose of manufacturing, processing and/or assembly of specified products.



This license is for service providers. It permits the licensee to carry out the services specified on the license within the Free Zone, such as Logistics; Courier Services; Insurance Service Provider; Travel Agency; Tour Services; Car Rental etc.


Tax Residency


An Umm Al Quwain FZ Company can issue residence permits and obtain a tax residence certificate from the UAE authorities for its foreign owners and executives. A FZ company, must have physical presence in the UAE and, in that respect, it must own or hire premises.


Private accommodation is not necessary for Umm Al Quwain Free Trade Zone Authority when applying for residence but many do this to reinforce their case for substance and legitimacy.


As far as the company is concerned, it must have physical presence in the UAE. In that regard, cost effective options are proposed by free zones situated in a number of emirates including Umm Al Quwain Free Trade Zone (UAQ FTZ). Usually, these options consist of “flexi desks” or “flexi offices”. (The below quote assumes the Company will uptake the Flexi Desk option).


Furthermore (if a local bank account is maintained with movements), the foreign owners and executives can apply to the UAE Ministry of Finance to receive UAE tax residence certificates.


A UAE residence permit and a tax residence certificate can be useful to foreign owners and executives who wish to register their tax residency in the UAE. It is worth noting, that banking institutions in UAE and many outside consider UAE tax residence certificates as sufficient proof of tax residency in the UAE.


To obtain such a permit would costs circa (including bank ac setup) $US11,000 and from 2nd year circa $6,500.


Residency via the purchase of UAE real estate


  • In this case a residence VISA of 3 years minimum duration can be obtained via the purchase of real estate in Dubai or other Emirates in the UAE
  • The cost of real estate property in order to be able to obtain a resident visa must be – from 1 million dirhams (AED) per person or family. This means that if a house is bought by a husband and wife, then the cost must be at least 1 million dirhams. If the buyers are people who are not connected by family ties, then – 1 million dirhams (AED) for each person in one facility or for each separate facility worth at least 1 million AED.
  • Buyer’s age can be up to 60 years. If you are over 60 years old, then you will need to obtain special approval allowing you to obtain a resident visa.
  • Accommodation must be located in a completed building. Buying real estate property in Dubai during the construction period (ie “off the plan” projects) does not give one the right to obtain a residency permit in the UAE until the completion of construction work and the commissioning of the project.
  • After purchasing real estate property and obtaining a resident visa, the owner can provide property for rent.
  • The property can only be a Residential property. Purchase of a commercial property does NOT entitle the Investor does to obtain a UAE resident visa.
  • Resident visa, obtained upon the purchase of an apartment, is issued for 3 years with the possibility of extension.
  • To obtain a resident visa, the property owner must prove a monthly income average amount of min USD 2,860.
  • The cost of obtaining 1 resident visa at the Immigration Department of the Dubai Land Department for an investor is: from USD 6,300.


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


Nevis Second Citizenship Program

Given the inherent limitations that a single residency/passport can have on one’s lifestyle, freedom and financial future savvy investors, retirees and entrepreneurs the world over are becoming ever more aware of the potential rewards that holding a second passport/residency can deliver.


There are an ever-expanding number of jurisdictions now offering a second residency/passport options. Each of those will be canvassed over the course of the coming weeks in this Blog site. The purpose of this Article today meanwhile is to examine the second residency/passport options currently on offer from the picturesque Caribbean (dual) island Federation of St Kitts & Nevis.


Saint Kitts and Nevis – Overview


Saint Kitts and Nevis (officially known as the Federation of Saint Christopher and Nevis or “SKN”) is an island country in the West Indies. Located in the Leeward Islands chain of the Lesser Antilles, it is the smallest sovereign state in the Western Hemisphere, in both area and population. The country is a Commonwealth realm, with Elizabeth II as Queen and head of state (it gained its independence from Great Britain in 1983) and is the only federation in the Caribbean. SKN boasts a high degree of political stability, stunning natural scenery/beaches and an enviable tropical climate; Its primary economic pillars include Tourism (mainly Cruise ship visits) Agriculture, Commercial Fishing and Financial Services.


St. Kitts & Nevis permits foreigners to obtain the status of a St. Kitts & Nevis citizen by means of a government sponsored Citizenship-by-Investment program. Established in 1984 following decades of stagnant to negative population growth (many young people move to the bigger islands or the US upon finishing school), the St. Kitts’ citizenship program is the oldest remaining economic citizenship program of its type in the world. Notwithstanding its age, the program began to truly rise in prominence from around 2006 when the program was restructured to allow donations to the country’s sugar industry as the basis for residency/citizenship entitlements.


Further amendments to the program in 2020, post Covid (see below) have seen the Nevis citizenship by investment rise substantially in prominence.


Advantages of Holding a Second Passport?


There are a number of valid reasons as to why someone would want to secure residency entitlements in a second country including:


  • As insurance against political, economic or social upheaval in the person’s historical home country
  • To make international travel simpler (eg Depending on where you are from if you hold a passport that is considered “problematic” by the country you intend to visit entry VISAs, even for holiday visits, can be very hard to come by)
  • As a vehicle to enable you to avoid being discriminated against (ie by virtue of your country of origin)
  • To enhance employment prospects outside of your home country
  • To avoid the risk of potentially hostile treatment by Government officials, kidnappers and hostage takers
  • To access new opportunities for the tax structuring of one’s personal or corporate tax affairs. Generally, an individual’s residence and citizenship are the ultimate basis for the majority of taxation rulings
  • For enhanced privacy – Modern day information sharing protocols make it possible for your local authorities to be automatically informed by “reporting entities” (ie banks, asset managers etc) if you hold certain assets outside of your home county. (In such instances information is usually only shared with the country which appears as your home state as noted in the proof of address document as provided by you to your non local Bank/Asset Manager)
  • Citizens of certain countries are subject to tax on their worldwide income, regardless of where they may be residing. By relinquishing one’s current passport/citizenship and taking up a new one such persons might be able to take advantage of residence-linked tax planning opportunities that would otherwise be beyond access.


What Does a St Kitts & Nevis Passport Offer?


  • Applicants do not need to travel to St Kitts & Nevis for the application and there are no annual residency rules to maintain the passport.
  • A single application can include children up to a maximum age of 30 and parents with a minimum age of 55.
  • New fast track processing enables receipt of a St Kitts & Nevis passport in 45 days (usual time is 3-4 months).
  • Passport holders enjoy full Schengen privileges and can travel to approximately 120 countries worldwide, either on a visa free, or visa on entry basis. A visa is not required to visit the UK.
  • If holders of the passport choose to move to St Kitts & Nevis there is no personal income tax, no gift tax, no death duties, no estate tax, no inheritance tax and no capital gains tax on worldwide income.
  • The passport allows the holder to reside in other Caribbean Community countries (Caricom) if they wish to do so. There are 15 Caricom member states.


St Kitts & Nevis Citizenship by Investment Options


Currently there are three investment routes available for persons looking to take out SK&N Citizenship:


  1. Contribution to the sustainable growth fund
  2. Approved property development
  3. Luxury Real Estate Purchase


Sustainable Growth Fund (SGF) Contribution


  • A single applicant must make a contribution of US$150,000 to the Sustainable Growth Fund (SGF).
  • For families looking to obtain SK&N Citizenship (usually, see below), the contribution for a family (of up to 4 persons) is US$195,000.
  • For additional dependants (ie over 4), regardless of age, the contribution requirement is US$10,000 per dependant.


NEWS FLASH: The St Kitts & Nevis Government have announced, for applications lodges between 1 July 2020 and 15 January 2021, that the citizenship contribution for a family of four has been reduced from US$195,000 to US$150,000 per family.


Approved Property Development


In this category the applicant must invest a minimum US$400,000 in an approved property development. AND the property must be held for a minimum of 5 years after citizenship has been granted.


A registration fee is payable by the applicant and additional fees are required for the spouse, children under the age of 18 and additional family members over the age of 18.


If this route is selected, OCI can help source management services for the property, which can be sold on after 5 years.


NEWS FLASH: The St Kitts & Nevis Government have announced, for such purchases made between 1 July 2020 and 15 January 2021, that stamp duty has been reduced from 10% to 2.5%.


A registration fee is payable by the applicant and additional fees are required for the spouse, children under the age of 18 and additional family members over the age of 18.


Luxury Real Estate Purchase


With this category citizenship can be obtained if you invest a minimum US$200,000 in new luxury real estate. AND The property must be held for a minimum of 7 years after citizenship has been granted.


NEWS FLASH: The St Kitts & Nevis Government have announced that between 1 July 2020 and 15 January 2021, stamp duty for such purchases has been reduced from 10% to 2.5%.


A registration fee is payable by the applicant and additional fees are required for the spouse, children under the age of 18 and any additional family members over the age of 18.


Dependants & Citizenship by Descent


Dependants outside of the normal parent child gamut are also catered for:


  • Unmarried, dependant children who are older than 18 but younger than 30 may be included in your Citizenship application.
  • If you have dependant parents aged 55 or above they may also be included.
  • Citizenships so obtained can be passed on to future generations by descent.


Fast Tracking


As regards any/all of the above 3 SK&N Economic Citizenship routes the application process will take 3-4 months. BUT If you’re willing and able to pay an additional US$46,000, however, your application can be fast-tracked, meaning your passport will issued in approximately 45 days’ time.


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


How to use a Foundation To Fund a Crypto Token Offering or ICO

Private Foundations are increasingly being used Internationally as the preferred fund-raising vehicle for entrepreneurs looking to (a) launch ICOs or (b) to develop/sell Crypto tokens. The purpose of this Article is to examine how Foundations are typically being used in such instances (and to look at possible commercial alternatives)


So first up…  What is a Foundation?


A Foundation is a legal entity set up by a person called a Founder (like a Settlor in the case of a Trust) which is managed day to day by a person called a Councillor (akin to a Trustee in the case of a Trust but more like a Company Director in terms of duties/responsibilities).


There are in essence two types of Foundation:


(a)  Foundations with beneficiaries

(b)  Purpose Foundations


Type (a) is the more traditional model ie where an entrepreneur or investor sets up a structure which is designed to hold/manage assets for the benefit of 3rd parties called beneficiaries. In this instance the Foundation is designed

(i)                 to minimize the amount of tax that would otherwise be payable by the Founder on profits made by any asset/company that the Foundation owns; &/or

(ii)              to protect assets from any law suit/judgment that might be filed/lodged against the Founder; &/or

(iii)            as a cross generational family wealth management vehicle


Type (b) is where a Foundation is set up to fulfil a specific purpose. That purpose might be non-Charitable (eg “to hold shares in XYZ Company”) or Charitable (eg “To promote the health and wellbeing of children, including promotion of the provision of proper health care and treatment for children & to make distributions to entities and institutions that are organized and operated exclusively for charitable purposes and which further the purposes referred to above.”)


In the case of a Crypto enterprise what often happens is that a foundation is established under the law of the jurisdiction where it is registered with a purpose which allows it to justify investing in a/the start-up that the Founder intends to launch (although, it doesn’t necessarily have to be limited to investing in a specific start-up).


The foundation is independent and controlled by a board of appointed individuals (“Councillors) who oversee its management and operations (including any grant-making). The foundation takes in the money paid by individuals (which conceptually could almost be considered a donation) in exchange for Crypto Tokens (or a promise to provide Tokens in the future), and then uses the money to support the development of platforms and technologies that can arguably deliver the foundation’s purpose (which is obviously in practice intended to mean funding the start up at the centre of the ICO/Token Launch).


Where an investor commits to donate/pay money to a Foundation and the Foundation in return promises to issue a token once same is created the question in my mind is, is this bargain enforceable at law? Certainly if I were acting as legal adviser to an investor I would take some convincing given that Foundations historically are designed to be deployed as passive asset holding vehicles. (Can a Foundation offer goods/products for services for sale in the market place? It’s a moot point..).


In my view a more certain legal structure might be:


  1. To set up a Foundation to act as the funding vehicle.
  2. The Foundation forms a Company (in a jurisdiction where Crypto Token manufacturing/issuance is neither a prohibited nor licenseable activity)
  3.  The investor donates to the Foundation
  4. The Company signs off on a contract whereby, in consideration of the investor having made a donation to its parent entity, it promises to supply X tokens to said investor within Y date


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