In 2015 the progressive jurisdiction that is the BVI (British Virgin Islands) recognized there was a gap in the Fund Setup Market for a lightly regulated model of Fund.

Hence regulations were passed allowing for the set-up in the BVI of 2 new models of Mutual Fund ie Incubator Funds and Approved Funds.

Prior to 2015 the only option for a successful trader/prospective fund manager wanting to dip his or her toe into the Fund Management Market was to set up a (non- licensed) Closed End Fund ie a Fund wherein the Investor was/is required to lock in his funds for a fixed investment period.

This limitation often caused a promoter difficulty in fund raising as most investors would prefer a mechanism that would entitle them to withdraw their funds on demand if desired or needed.

The (relatively) new BVI Regulations enable Incubator and Approved Funds to be set up and launched on a fast track, low cost basis with limited regulatory oversight by the BVI Financial Services Commission (“the Commission”).

Fund requirements

An Incubator Fund has a minimum investment requirement of US$20,000, a cap on net assets of US$20M and can take in no more than of 20 investors. An Incubator Fund does not need to appoint an Administrator or a Custodian or an Investment Manager or an Auditor.

An Approved Fund has a net asset cap of US$100 Million and no minimum investment requirement but is limited to no more than 20 investors. An approved fund is required to appoint an Administrator but does not need to appoint a Custodian or an Investment Manager or an Auditor.

Application process

An application for approval as an Incubator Fund or an Approved Fund must be lodged with the Commission and be accompanied by:

• the constitutional documents;
• details of the investment strategy;
• a prescribed form of investor warning; and
• an application fee (US$1,500).

An Incubator Fund or Approved Fund can commence business 2 days from the date of receipt of a completed application by the Commission.

Duration and conversion of incubator fund

An Incubator Fund has a limited life span of two years which can be extended for up to 12 months. An Approved Fund has no such limits. An Incubator Fund can convert to an Approved Fund, a Private Fund or a Professional fund, or may be wound up at the end of its term. An Incubator Fund can convert to a Private Fund or a Professional Fund or to an Approved Fund by lodging the required/prescribed application with the Commission.

Ongoing obligations

Part of what keeps the set up and admin costs low is that service provider requirements are minimal:- Each fund is only required to appoint an Authorized Representative in the BVI and an Approved Fund is required to have an Administrator at all times. Pleasingly, there are no mandatory custody requirements and there is no requirement for the issuance of an Offering Document. If/where the fund decides to not issue an Offering Document, the required investor warnings can be set forth in a separate term sheet.

The key regulatory requirements for an Incubator Fund and Approved Fund are:

• An annual fee of US$1,000 is payable to the Commission on or before 31 March of each year
• Must have a minimum of two directors at all times, one of whom must be an individual
• The Fund Entity must notify the Commission of any change to any of the information submitted to the Commission in the set-up application; (eg you’d need to advise of any conduct which has, or is likely to have, a material impact or significant regulatory impact, changes to directors, changes to ownership/promoter structure etc).
• Prepare and file annual financial statements with the Commission (note there is no requirement for an independent audit)
• Twice a year you must file a return with the Commission

OCI Service Etc fees

OCI can assist you to register an Incubator Fund in the BVI. Set up cost typically would be circa $US15,000 including:

• Incorporation of the fund Company
• Regulatory and registry fees to incorporate the Company
• Making the application to the FSC for the Fund licence (note if the application becomes complicated additional charges will apply)
• FSC application fee
• Providing an Authorized Representative (1^st year)
• Drafting/suppling CRS Policies and procedures document
• Legal fees re drawing & settling the Company Memorandum/Articles of Association and the Offering Document

Annual costs from 2^nd year would be circa $4,850 including annual government license fees. (Some potential additional fees you will need to consider are whether or not you will need FATCA/CRS reporting and who will act as the MLRO. Basic annual fees post year one will be US$3,200, (which again includes Government fees).

(The above assumes that the authorized share capital figure, as stated in the Company’s articles of Association will be no greater than $50,000. If you require a higher amount of authorized share capital additional fees are payable to the BVI registry both at incorporation and yearly thereafter, on a sliding scale).

Documents etc Required

The following documents are required for the application:

1. Instruction Sheet
2. FSC application form
3. Notarized passport and proof of address for each director, shareholder and beneficial owner
4. Bank Reference for each director, shareholder and beneficial owner,
5. Professional reference for each director, shareholder and beneficial owner
6. Police Certificate for each director, shareholder and beneficial owner
7. Resume for each director
8. Form A application for the Directors (2 minimum)
9. Offer document ie if you have prepared your own, (We can also assist with drafting of same. We can draft a standard offering document for $US1,500).

The application process can take anywhere from 8 to 16 weeks depending on the complexity.

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

Offshore Companies are commonly used to own/operate Software Development and Computer Programming/Coding Businesses. In principle here’s how it usually works:

• A nil tax offshore company (commonly an International Business Company “IBC”) is incorporated to own/operate the business
• You design/launch a website which is owned by the Offshore Company
• The IBC owns all proprietary items (including also the/any Trademarks, Operating software/systems, soft products to be delivered to customers etc)
• The website ideally should be hosted in a nil tax/private Jurisdiction (Iceland is currently the most popular destination for such web hosting, Singapore is also often favored)
• The clients find you and/or contact you via the web
• The IBC is seen to be managed and controlled from (and ideally beneficially owned from, see below) Offshore. This is achieved via the appointment of a (nil tax jurisdiction based) “Nominee” director.
• Your standard client agreement/terms and conditions should provide (a) that the contract is not formed until the customers offer is accepted by the IBC and (b) that the source of the income is the contract
• Acceptance would be provided by the Director signing the client service agreement or ratifying the Company’s entry into the service contact in question; In simple terms what that means is the situs of the Contract (ie the place where the contract, at law, is formed) is the director’s location ie a nil tax environment…
• Hence the income – from which the contract is the source – has been/is derived, prima facie, in a zero tax jurisdiction
• The client hires the IBC to do the coding/engineer the required software
• All services would be, and would be seen to be, provided/delivered by the IBC, via the web or via email ie in a revenue neutral environment
• An Offshore account (which can/will also be set up to receive card payments via a merchant account) is opened in a nil tax banking centre
• Customers/clients contract with and pay the IBC; All such monies are banked free of tax in the first instance
• You or your local company would/could be contracted by the IBC to manage sales/delivery of product/website maintenance/whatever
• (If you need a regular income) 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 expenses 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 as part of, or underpinning, such a business (even if it’s just the website/design/logo). 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 2^nd IBC to own the IP. The first IBC (ie the Trading Company which gets paid by the Clients) pays license fees periodically to the 2^nd IBC which fees would be receipted tax free. This could be useful 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 – and to add substance – you would be wise to set up your MD/Board and or a sales team 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).

As alluded to, in order to minimise the chances of the IBC being taxed onshore, ideally, the IBC should/would be (and be seen to be) managed and controlled from Offshore. How this can be achieved is by including a Nominee Director as part of the Corporate structure. For details of how that can work click on these links:

http://offshoreincorporate.com/faq/should-i-engage-nominees-or-should-i-direct-and-hold-the-shares-in-my-offshore-company/

http://offshoreincorporate.com/faq/how-can-i-protect-my-underlying-ownership-of-my-offshore-company-where-a-nominee-is-engaged-to-act-as-director-or-shareholder/

Ideally – so you can swear on oath in the event of a tax investigation, law suit or regulatory inquiry – I am not the beneficial owner of this Company, (which could get you around what might otherwise be a substantial tax or legal liability) you will want to set up a Private Foundation to act as the shareholder of your IBC. (This should also assist you to get around CFC rules ie if you live in a country which has such regs).

With a bespoke legal/admin structure in place you should only be liable to declare and pay tax on income paid to you by the company (and/or on any distributions paid to you by the Foundation); The rest of your software development earnings you should be able to bank, and or invest, Offshore in a nil tax environment.

Similarly, if a project goes bad and a client tries to sue you the good news is your personal assets should not be at risk as the client has contracted with a limited liability Company (ie the Company carries the legal risk, not you personally). Moreover, having your business incorporated Offshore in a foreign/strange land is of itself a deterrent to would be litigants. (Have you ever tried to sue/get money out of an “Offshore” Company? It’s the Litigation Lawyers equivalent of climbing Mount Everest!)

Local laws can have an impact. Hence you should seek local legal/tax/financial advice before committing to set up an IBC for such purposes.

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

Often we are asked what Jurisdiction/Product offers the best Asset Protection Features?

The most popular solutions in this regard include the Seychelles Foundation, Belize Trust Cook Islands Trust and Nevis Multi form Foundation.

Here’s a summary of the features of each:

Seychelles Foundations

Once an asset is transferred to a Seychelles Private Interest Foundation (“PIF”) the Foundation is deemed to be both legal AND beneficial owner of that asset. The Foundation Founder and beneficiaries have no legal OR beneficial interest in that asset.

The application of foreign laws (including forced heirship provisions) is specifically excluded.

A transfer of assets to a Sey PIF can only be attacked if a creditor proves that the person transferring assets to the Foundation INTENDED to defraud the creditor – in terms of evidence that is a VERY tough onus of proof.

Such a claim can only be brought within 2 years after that its 100% statute barred.

Seychelles law specifically notes that it does not recognize the judgments of any foreign Courts

The Belize Trust

Generally speaking, when an asset is transferred to a Trust purely to defeat the claims of a creditor such a transfer can be set aside by court order as a “fraudulent conveyance”. Belize is one of the few countries, if not the only country, where immediate protection is available against proceedings for fraudulent conveyances.

There is no minimum period of time for which the Trust must be established before it cannot be attacked. Unlike trust legislations in other offshore jurisdictions – which simply reduce the period of limitation for initiating proceedings for fraudulent conveyances or transfers – the trust law of Belize has actually repealed the provisions against fraudulent conveyances in relation to a trust. Such protection is immediate and (while it can be set aside for duress, fraud, mistake, undue influence, misrepresentation or incapacity of the settlor), the transfer of property/assets to a Belize Trust cannot be set aside even if made for the avoidance of claims by spouses, heirs and creditors.

As provided for in Article 7(6) of the Belize Trusts Act, where a Trust is created under the laws of Belize, the Court shall not vary it or set it aside or recognise the validity of any claim against the trust property pursuant to the law of another jurisdiction or the order of a court of another jurisdiction in respect to – (a) the personal and proprietary consequences of marriage or the termination of marriage, (b) succession rights (whether testate or intestate) including the fixed shares of spouses or relatives, or (c) the claims of creditors in an insolvency.

Belize law says foreign judgments are not recognized.

Cook Islands Trust

In Cook Islands they have limited to the ability of a creditor to set aside a trust.

The only way the transfer of assets to a Cook Islands Trust can be set aside is:

Where a creditor proves that an international trust was settled:

(a) with the principal intent of defrauding a creditor, and

(b) the settlement rendered the Settlor insolvent or without property by which the creditor’s claim could have been satisfied;

There are also limited grounds to set aside the Trust. If a claimant proves (a) and (b) above the Trust is not void or voidable but, rather, the Trust is liable to satisfy the claim of the creditor out of property, which, but for the settlement, would have been available to the creditor.

An international trust and a disposition to a trust is not deemed to be fraudulent against a creditor of a Settlor:

- if the settlement or disposition takes place after the expiry of 2 years from the time the creditor’s cause of action arose; or

- the creditor fails to bring his action before the expiry of 1 year from the date of such settlement or disposition; or

- the settlement or disposition takes place before the creditor’s cause of action arose.

Nevis Foundations

Any claim must be brought within 12 months of the asset transfer.

Cannot be rendered voidable by reference to any foreign law.

Legal claims can only be brought in Nevis.

Claimant must prove “beyond all reasonable doubt” that the purpose of the transfer was to defeat a  creditor = a VERY strong onus of proof.

The Foundation is only liable to the value of the property that should have been made available to the defrauded creditor.

The Foundation cannot be set aside if such a claim is proved – only damages are payable.

Downside: Nevis Foundation requires a minimum endowment of $US10,000 (which can be in assets or $).

Costs

To set up a Seychelles Foundation with OCI would cost $1,600 (+ $300 for a Nominee councilor + $400 for a Nominee Founder – it would be advisable to deploy both of these, for tax planning reasons). From 2^nd year $715 + a Nominee Councillor (if required).

To set up a Belize Trust would cost $2,500 and from 2^nd year $1,990.

To set up a Cook Islands Trust would cost $5,500 and from 2^nd year$3,990.

To set up a Nevis Foundation will cost $3,500 (+ $300 for a Nominee councilor + $400 for a Nominee Founder – it would be advisable to deploy both of these, for tax planning reasons). From 2^nd year $1.450 + a Nominee Councillor (if required).

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

Are you a US based Forex Trader and looking for better Trading Terms?

If so, then you might want to set up a Company Offshore to get you access to a wider range of Brokers abroad, such as are guaranteed to offer you better trading conditions than you could ever hope to get at home.

Since the GFC, American Brokers have been limited by regulation in terms of the range of trading terms that they can offer Forex Traders particularly in terms of leverage.

Hence more and more American based Forex Traders have begun to look abroad for better terms.

The challenge however is that most brokers won’t accept an individual natural person American as a client.

The smart Traders are beginning to realise that by setting up a Company Offshore one can get access to Offshore (non-American) Brokers most of whom offer better Trading Terms than their American counterparts

The devil, as always however, is in the detail.

Howso?

In most cases Offshore Brokers won’t accept an Offshore (ie non-American) Company as a client if:

• The director of the Company is an American; or
• The shareholder of the Company is an American; or
• If (say where a nominee shareholder is deployed) the beneficial owner of the Company is an American

If you want to get access to the widest range of Brokers what you’ll want to do is set up an Offshore Company wherein the Director is not American and the shareholder is not an American and the beneficial owner of the Company is not an American.

To achieve that you will need to:

1. Set up an Offshore Company with a Nominee (ie non-American) Director;
2. Set up a Private Foundation to act as shareholder of the Company.

Why will you need a Foundation?

The Private Foundation is a creature of European Common Law. It is in essence Europe’s version of a Trust.

Like a trust a Foundation is a 3 headed creature:

(a)  It is set up by one person called a Founder (a Trust is set up by a person called a Settlor)

(b)  It is managed day to day by a Councillor (a Trust is managed day to day by a Trustee)

(c)   A Foundation, just like a Trust, has beneficiaries – ie persons who are designed by law to benefit financially from the set-up of the Foundation and any assets it might own.

Unlike a Trust (which is more like a contract or an arrangement between the Settlor and Trustee) a Foundation has Corporate/Legal personality, that is, it can sue and be sued AND (here’s the key part) a Foundation is presumed under European Common law to be both the legal owner AND beneficial owner of any asset it holds;- If a Foundation owns, for example, a piece of real estate the legal AND beneficial owner of that real estate is the Foundation itself. (If a Trust owns a piece of real estate the registered owner of that piece of Property is the Trustee but the beneficial owner of that piece of property is the beneficiary/s of the Trust).

Whenever we open a Brokerage Account we have to tell the Broker the name of the Beneficial owner of the Company.

In most cases if the beneficial owner of the Company applying for a Brokerage Account is an American the Broker will refuse to open the account.

But if the beneficial owner of the Company is a Foundation (that is, if the shareholder of the Company is a Private Foundation) the Broker should open the account.

One jurisdiction (ie Seychelles) has actually taken this aspect of European common law and codified it ie put it into legislation. In section 71 of the Seychelles Foundations Act, it actually provides that the legal and beneficial owner of any asset of the Foundation is the Foundation itself. Hence most clients in your position usually choose to set up a Seychelles Foundation…

Such a Corporate Structure (if set up and administered a certain way) can also enable you to potentially defer paying tax at home on your Trading Profits.

Local laws can have a unique impact. Hence it’s always wise to seek local legal/financial advice before committing to set up an Offshore Corporate structure.

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

The advent of the global village has broadened the scope of potential investment activities considerably.

These days it’s not uncommon for an investment portfolio to include multiple pieces of international real property (ie Real Estate).

Investing in Offshore Real Estate is an activity that lends itself well to an Offshore Corporate Structuring Plan.

How it typically 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)   You open a bank account for your OC in a country that does not tax interest paid on bank deposits

(d)  You advance funds to your OC

(e)  The OC then purchases the Property/Real Estate Investment. Any purchase contract is concluded/signed “Offshore” by the Nominee Director

(f)    The piece of Property/Real Estate is held by your OC for some time, commonly for the long haul.  Eventually, you may decide to sell the investment having (hopefully) made a substantial capital gain. Sale proceeds in this instance would be paid into your OC’s tax free bank account

(g)  Depending on where you buy, Capital Gains Tax (“CGT”) may be payable on any Capital Gain realized upon sale.  (Where CGT applies) CGT may be payable by the/an investor to the taxman of the country wherein the investor is domiciled. If you are smart you will have set up/domiciled your Offshore Company in a jurisdiction that does not levy Capital Gains Tax

(h)  Usually however CGT is payable in/to the country in which the real estate is located. Whilst CGT can sometimes be as much as 25% of nett gain a lot of countries (eg the UK) offer CGT concessions to non-locals to foster foreign investment

(i)     CGT payable (and tax that might otherwise be payable on property rents) might be substantially lessened (and access to the local property market enhanced) if you were to set up a local Company to own the real estate. In this scenario the Property would be owned by a/the local Company but the local Company would be owned by a nil tax Offshore Company. The Offshore Company would advance funds to the local Company for the purchase and a mortgage over the real estate bought could be afforded to the Offshore Company.

(j)    If you were to pay taxes as a local on the nett rental profits, and or on Capital Gain realized, tax could potentially be 30% plus. But where a local Company is owned by an Offshore Company and the nett profits are distributed as dividends or interest payments then WHT ie Withholding Tax (ie instead of Corporate Tax or Personal Income Tax) would be applied.

(k)  Whilst WHT is typically around 20-30% this rate can often be lessened to as little as 5-10% by interposing a low tax Holding Company (incorporated in a country which has a favorable DTA ie Double Taxation Avoidance Treaty with the country wherein your real estate is located) between the local Company and the ultimate owner ie your nil tax Offshore Company (“OC”). In this scenario the local Company that owns or owned the Real Estate pays the nett profits (ie after deduction of the say 5-10% WHT) to the Offshore Holding Company.

(l)     The Holding Company (which would be set up in a country that does not levy WHT on outgoing dividends) would then pay all of its profits as dividends to its owner ie your nil tax Offshore Company (“OC”). The nett result? The Holding Company pays no tax. And your OC pays no tax. That is you’ve received potentially 90-95% of your rental profits and Capital Gains tax free (ie you should only have paid max 5-10% tax on profits made on your Offshore Real Estate purchase).

Provided (i) your OC is seen to be managed and controlled from offshore (which can be achieved via deployment of a nil tax jurisdiction based “Nominee” director) & provided (ii) you are not, at law, the beneficial owner of the Company (which can be achieved by setting up a Private Foundation to own/hold the shares of your OC) returns paid to your OC can be banked and/or reinvested Offshore potentially free from tax (ie without you needing to declare/pay tax on this income at home)

Local laws can have an Impact. Hence you should seek local legal/financial advice before committing to set up an Offshore Company for such purposes.

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

The advent of the global village has broadened the scope of potential investment activities considerably.

These days it’s not uncommon for an investment portfolio to include multiple pieces of international real property (ie Real Estate).

Investing in Offshore Real Estate is an activity that lends itself well to an Offshore Corporate Structuring Plan.

How it typically 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)   You open a bank account in a country that does not tax interest paid on bank deposits

(d)  You advance funds to your OC

(e)  The OC then purchases the Property/Real Estate Investment. Any purchase contract is concluded/signed “Offshore” by the Nominee director

(f)    The piece of Property/Real Estate is held by your OC for some time, commonly for the long haul.  Eventually, you may decide to sell the investment having (hopefully) made a substantial capital gain. Sale proceeds in this instance would be paid into your OC’s tax free bank account

(g)  Depending on where you buy, Capital Gains Tax (“CGT”) may be payable on any Capital Gain realized upon sale.  (Where CGT applies) CGT may be payable by the/an investor to the taxman of the country wherein the investor is domiciled. If you are smart you will have set up/domiciled your Offshore Company in a jurisdiction that does not levy Capital Gains Tax

(h)  Usually however CGT is payable in/to the country in which the real estate is located. Whilst CGT can sometimes be as much as 25% of nett gain a lot of countries (eg the UK) offer CGT concessions to non-locals to foster foreign investment

(i)     CGT payable (and tax that might otherwise be payable on property rents) might be substantially lessened (and access to the market enhanced) if you were to set up a local Company to own the real estate. In this scenario the Property would be owned by a/the local Company but the local Company would be owned by a nil tax Offshore Company. The Offshore Company would advance funds to the local Company for the purchase and a mortgage over the real estate bought could be afforded to the Offshore Company.

(j)    If you were to pay taxes as a local on the nett rental profits and or on Capital Gain realized tax could potentially be 30% plus. But where a local Company is owned by an Offshore Company and the nett profits are distributed as dividends or interest payments then WHT ie Withholding Tax (ie instead of Corporate Tax or Personal Income Tax) would be applied.

(k)  Whilst WHT is typically around 20-30% this rate can often be lessened to as little as 5-10% by interposing a low tax Holding Company (incorporated in a country which has a favorable DTA ie Double Taxation Avoidance Treaty with the country wherein your real estate is located) between the local Company and the ultimate owner ie your nil tax Offshore Company (“OC”). In this scenario the local Company that owns or owned the Real Estate pays the nett profits (ie after deduction of the say 5-10% WHT) to the Offshore Holding Company.

(l)     The Holding Company (which would be set up in a country that does not levy WHT on outgoing dividends) would then pay all of its profits as dividends to its owner ie your nil tax Offshore Company (“OC”). The nett result? The Holding Company pays no tax. And your OC pays no tax. That is you’ve received potentially 90-95% of your rental profits and Capital Gain/s tax free (ie you should only have paid max 5-10% tax on profits made on your Offshore Real Estate purchase).

Provided (i) your OC is seen to be managed and controlled from Offshore (which can be achieved via deployment of a nil tax jurisdiction based “Nominee” director) & provided (ii) you are not, at law, the beneficial owner of the Company (which can be achieved by setting up a Private Foundation to own/hold the shares of your OC) returns paid to your OC can be banked and/or reinvested Offshore potentially free from tax (ie without you needing to declare/pay tax on this income at home).

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

or maximum speed and to minimise the chance of mistake we use tailor made software to produce Incorporation packs:

Are you wondering whether you really need to keep/retain a Private Interest Foundation (“PIF”) as part of your Corporate structure?

In terms of why have/keep your Foundation you may recall a PIF serves two purposes:

(a)  It gets you around Controlled Foreign Corporation (“CFC”) laws (most countries have CFC laws)

(b)  In the event of a law suit or tax investigation or regulatory inquiry, if you have a valid Foundation in place to own/hold the shares of your Company, you can swear under oath “I am not the legal owner or beneficial owner of this Company”.

Retaining a Foundation to own your Offshore Company will do two things in effect:

1. It should enable you to avoid having to report/pay tax on any income earned by the Foundation and any assets/Companies it owns, (ie assuming you are not the Councillor of the foundation and assuming the Company is seen to be managed and controlled from Offshore)
2. In the event of a tax evasion investigation it gives you wriggle room. That is, it (ie having a valid PIF in place to hold the shares of/own your Offshore Company) gives you the chance to argue I’m not liable to report any income earned by the Foundation (or any Company it owns). Without a Foundation in place (ie in the event of a tax investigation) if you have an Offshore Company – and you haven’t declared that Company’s income where you live – you will almost certainly be found guilty of tax evasion and sent to jail… (call it a get out of jail free card in the game of life, if you like that’s what a Foundation is or should be, bottom line)

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

Mauritius is a group of lush tropical islands in the south western Indian Ocean and is located northeast of Madagascar approximately 1,000 miles southwest of Seychelles. A former French and British colony, Mauritius offers:

• A British system of law and parliament
• Political/economic stability
• A well-developed Financial Services Sector; and
• A well-educated productive bi-lingual French/English speaking workforce

Since gaining independence from Britain in 1968 the Mauritian economy has grown steadily from one based in agriculture to a more diversified economy with Tourism, Financial Services and Agriculture (primarily sugar cane) as its 3 economic pillars. This has seen a resulting rise in standard of living from low to middle income delivering levels of economic and political stability which are the envy of the region.

Whilst better known as a Banking Centre (Mauritius boasts at least 3 world standard “Offshore” Banks) Mauritius offers two forms of nil tax Offshore Company ie the GBC1 ( a domestic designed to do business or hold shares in companies based in DTA Treaty partner countries) and the AC (Authorised Company).

Mauritius ACs ie Authorised Companies – General

An Authorised Company is governed by the Companies Act 2001 and The Financial Services Act 2007.

Permissible activities for an Authorised Company

This flexible business entity can carry out any lawful business activity except the following activities which are set out in the Fourth Schedule to the Financial Services Act 2007:

• Banking
• Financial services;
• Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary;
• Providing of registered office facilities, nominee services, directorship services, secretarial services or other services for corporations;
• Providing trusteeship services by way of business; and
• Any other activities that the FSC may determine as being detrimental to the good repute of Mauritius as a centre for financial services or contrary to public interest.

Eligibility criteria to apply for Authorised Company status

An applicant for Authorised Company should meet the following conditions:

• The majority of shares or voting rights or the legal or beneficial interest in the company, are held or controlled, as the case may be, by a person(s) who is/are not a citizen(s) of Mauritius;
• The activity(ies) of the Company is/are being conducted principally outside Mauritius or with a category of persons as may be specified in FSC Rules; and
• The company has its place of effective management outside Mauritius.

Authorised Company (Non-resident entity – Tax Exempted) – Key Features

General

Type of Entity: AC

Governed by: Companies Act 2001, Financial Services Act, 2007

Regulated Body: Registrar of Companies, Financial Services Commission

Type of Law: Hybrid

Shelf Company availability: No

Corporate Income tax: Non Resident for tax purposes

Double Taxation Treaty Access: No

Incorporation Time: One week

Share Capital or Equivalent

Standard Currency: USD

Permitted Currencies: Any except Mauritian Rupees

Minimum Paid Up Capital: 1 share

Bearer Shares allowed: No

No par value shares allowed: Yes

Directors

Minimum number: 1 (one)

Local required: No

Publicly accessible records: No

Location of meetings: Outside of Mauritius

Corporate directors Allowed: Yes

Shareholders

Minimum number: 1 (one)

Local required: No

Publicly accessible records: No

Location of meetings: Outside of Mauritius

Corporate Shares Allowed: Yes

Accounts & Taxation

Requirement to prepare & file Financial Summary with FSC: Yes

Audit requirements: No

Requirement to prepare/file Annual Tax Return with the Mauritius Revenue Authority: Yes

Publicly accessible accounts No

Other

Re-domiciliation permitted: Yes

Company secretary required: Optional

OCI Mauritius AC Company Packages

At OCI we believe in giving you more for your money than would the average IBC formation service. Hence included in the incorporation package for your Mauritius AC Company is the following:

Services:

• Unlimited name availability inquiries
• Advice from an experienced International Corporate Lawyer on how to structure your company
• Preparation (overseen by a lawyer) of application to incorporate the company
• Preparation (overseen by a lawyer) of the company’s memorandum of association
• Preparation (overseen by a lawyer) of the company’s articles of association
• Attending to filing incorporation request with the company registry
• Attending to payment of government filing fees
• One year’s Registered Agent service in the country of incorporation
• One year’s Registered Office service in the country of incorporation
• Mailing address in the country of incorporation
• Delivery of Incorp pack by international courier (ie DHL/Fedex/TNT etc)
• Unlimited free legal consultations for 12 months

Documents included in your Incorp pack:

• Certificate of incorporation
• 2 sealed/stamped copies of the company’s Memorandum of Association
• 2 sealed/stamped copies of the company’s Articles of Association
• Resolution appointing first director/s
• Resolution appointing first shareholder/s
• Up to 5 share certificates
• Resolution to open a bank account
• Resolution to rent an office
• Resolution/s to engage a Phone, Internet & Website service provider
• Resolution to hire a staff member/s
• Resolution to appoint a company lawyer
• Resolution to appoint a company accountant
• Resolution appointing you as the company’s authorised representative in commercial negotiations
• Resolution issuing a Power of Attorney in your favour
• Agreement authorising you to represent the company in commercial negotiations
• Power of attorney authorising you to sign documents on behalf of the company
• Register of directors
• Register of shareholders
• Expression of wishes (ie an “Offshore” Will)
• Lawyer authored User Guide (“How to Use Your Offshore Company”)

Price (all inclusive): $US 2,100

With tax effective offshore company management (ie including Professional Corporate “Nominee” Director, Shareholder & Company Secretary): $ 2,500

From 2^nd year $1,990 (+ Nominees as/if needed).

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

The advent of the global village has broadened the scope of potential investment activities considerably.

These days it’s not uncommon for an investment portfolio to include exposure to left of field “alternative” investments.

Investments that come under this category include long hold capital focused assets such as venture capital, private equity, hedge funds, real estate investment trusts, commodities, precious metals, rare coins, fine wine/whisky, artworks, antique furniture, aged/quality name brand musical instruments (eg guitars, violins etc), vintage cars and etc. (Prime/unique real estate could also form part of such a portfolio)

Investing in alternative investments is an activity that lends itself well to an Offshore Corporate Structuring plan.

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)   You open a bank account in a country that does not tax interest paid on bank deposits

(d)  You advance funds to your OC

(e)  The OC then purchases the investment. Any purchase contract is concluded/signed “Offshore” by the Nominee director

(f)    The asset is held by your OC for some time, commonly for the long haul.  Eventually one day you may decide to sell the investment having (hopefully) made a substantial capital gain. Sale proceeds are paid into your OC’s tax free bank account

(g)  Capital Gains tax is typically paid by the/an investor to the taxman of the country wherein the investor is domiciled. If you are smart you will have set up/domiciled your Offshore Company in a jurisdiction that does not levy Capital Gains Tax

(h)  Provided (a) your OC is seen to be managed and controlled from offshore (which can be achieved via deployment of a nil tax jurisdiction based “Nominee” director) & provided (b) you are not, at law, the beneficial owner of the Company (which can be achieved by setting up a Private Foundation to own/hold the shares of your OC) returns paid to your OC can be banked and/or reinvested Offshore potentially free from tax (ie without you needing to declare/pay tax on this income at home)

Note if you need to draw on these returns at home there are at least 6 different ways to (discreetly) access money banked abroad by your Offshore Company.

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com

We are often asked Can you set up an Offshore Company for me without my name being listed in any official record as beneficial owner of the Company?

The short answer is this is possible. And the solution is somewhat left field. Let us explain…

Typically, clients who are privacy focused like to deploy a Nominee Director and Nominee Shareholder. But the downside of that is, even if you have a nominee shareholder in place, you would still be classified at law as the underlying beneficial owner (“UBO”) of the Company. The solution is to set up a Private Foundation to act as the shareholder of your tax free Offshore Company.

Why?

The Private Foundation is basically Europe’s version of a Trust (Foundations began in Liechtenstein around about the 1600s) save for one big difference (see below). A Trust is more like a contract between 2 parties ie the person who set up the Trust, called the Settlor, and the person set up to manage it, ie the Trustee (The Trustee manages Trust property for the benefit of the Trust’s beneficiaries). A Trust is NOT a separate legal entity. For example if a Trust buys a piece of real estate on the Title Deed the name of the proprietor says XYZ Trustees Ltd as Trustee for the ABC Family Trust. In other words the legal owner of the property is the Trustee. But the beneficial owner/s of the property is/are the beneficiary/s of the Trust.

A Foundation is similar to a Trust ie it’s a 3 headed creature – its set up by a person called a Founder (like a Settlor in the case of a Trust), is managed day to by a person called a Councillor (which is more like a Company Director than a Trustee) and, like a Trust, it has beneficiaries ie persons who are ultimately designed to benefit from the existence of the Foundation.

BUT, and here’s the key….

A Foundation (unlike a trust) is a separate legal entity ie it can sue and be sued. AND, at law, a Foundation is presumed to be both the legal AND beneficial owner of any asset it holds!

One jurisdiction has even taken this a step further ie Seychelles which has actually codified this aspect of European Common Law ie written it into legislation – in Section 71 of the Seychelles Foundations Act (refer pages 48 + 49 of the Act which can be downloaded via this link: https://seylii.org/sc/legislation/act/32-2) it actually says that the legal and beneficial owner of any asset held by a Seychelles Foundation IS THE FOUNDATION ITSELF.

The end result?

If you set up a Seychelles Foundation to own the shares of your Offshore Company or IBC if anyone (eg a bank or revenue authority or regulator) ever asks who is the beneficial owner of this Company, you can legally say it’s the shareholder, because the shareholder is a Seychelles Foundation and Section 71 of the Seychelles Foundations Act which you’ll find enclosed (ie DO email them a copy of the legislation) provides that the legal and beneficial owner of any asset held by a Seychelles Foundation IS THE FOUNDATION ITSELF.

If you wanted to be extra careful/private you could utilize the Discretionary nature of a Foundation (ie beneficiaries can be changed at any time) to make the initial beneficiary of the Foundation a tax free International Charity (eg UNICEF, The International red Cross, Oxfam or?) or you could install a (nil tax jurisdiction resident) “nominee” beneficiary to act as the initial beneficiary (which is a service that some Corporate Service Providers, including OCI, can provide).

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

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

ocil@protonmail.com

oci@tutanota.com

oci@safe-mail.net

ociceo@hushmail.com