How To Set Up a Paraplanning Business Tax Free Offshore

Paraplanners are Financial Services Professionals who take care of accounting, administrative and sometimes client-facing tasks for Financial Advisors & Financial Planners.

 

Paraplanners typically do much of the background “grunt” analytical work for Financial Advisers/Planners allowing the FAs/FPs to focus on client liaison.

 

Paraplanner’s duties will vary depending on their level of experience and the firm they work for. Experienced Paraplanners with good qualifications and training are likely to be completing the tasks of a Financial Planner. These tasks require a higher level of competence and responsibility and can range from taking notes in client meetings and updating client records to analysing financial statements and performing projections.
Instead of only doing back-office tasks and duties like junior Paraplanners, experienced Paraplanners will sometimes complete client facing tasks as well. This may include reviewing investment portfolios, building relationships with clients and organising planning meetings with clients.

 

It is becoming increasingly common in the Financial Services world to outsource Paraplanning work to contractors. If you are a Paraplanner working under contract (or looking to work under an outsourced contract basis) you’ll be pleased to hear that such a business lends itself well to an “Offshore” Corporate Structuring Plan.

 

No matter whether you a Civil Engineer, Software Developer, Accounting/Finance Professional or some other kind of skilled worker if you are able to work online or on the ground outside of your home country (or even if you are simply employed locally on a contract basis) the opportunity exists for you to potentially minimise your tax via “Offshore” Incorporation.

 

Contractors capable of receiving “orders” (ie work instructions) online and delivering services online would include:

  • IT professionals
  • Design professionals (eg Engineers, Architects, Draftsmen etc)
  • Finance Professionals (including Paraplanners)
  • Marketing Professionals
  • Day Traders (eg when working as a contracted/authorised Trader for a Fund)
  • Etc.

 

If you fit into one of the above categories here’s how an Offshore Corporate Structure could work for you:

  • A nil tax Offshore Company (commonly an International Business Company “IBC”) is incorporated
  • An Offshore account is set up for/in the name of the IBC in a nil tax banking centre
  • Customers/clients (ie your Employer) contracts with and pays the IBC. The IBC is seen to invoice its clients from Offshore. Payment for invoices rendered are banked free of tax in the first instance.
  • In the case of an online based business (ie where orders are received/fulfilled and or work is done Online) typically tax liability lies only in the country from which the Company is seen to be managed and controlled. Ideally your IBC would be seen to be managed & controlled from Offshore ie from a nil tax jurisdiction.
  • To ensure that your IBC is seen to be managed and controlled from Offshore the Company would be structured with a (nil tax jurisdiction based) Nominee Director/Shareholder; Ideally (and especially if you live in a country which has CFC laws) the owner/beneficial owner of the Company would also be seen to be based Offshore (which may be achieved by deploying a Private Foundation to act as shareholder of your IBC)
  • The IBC would invoice the Employer for the work that you do (this could be at an agreed hourly rate or daily rate or on a per job basis)
  • The source of the income is the contract. Each work contract ideally would be signed Offshore by the Nominee Director. Hence, at law, the argument goes that all/any profits earned would have been generated (and banked) Offshore ie in a nil tax environment
  • You or your local company would be sub-contracted by the IBC to actually perform the services for the IBC
  • You would invoice the IBC periodically (eg monthly) for this work which income would be assessable income in your home country – though a smart Tax Accountant (given your tax status as a Contractor) should be able to assist you to claim/setoff a significant quantity of tax deductible expense against this income (eg home office costs, equipment costs, travel costs, educational costs,, out of home meal expenses, phone/internet/utilities etc) to significantly reduce the amount of tax that would otherwise be payable on this income. (assessable income less allowable deductions = taxable income)
  • The rest of the income earned by the IBC would be banked (and potentially invested) offshore tax free. There are also strategies that could be deployed that may enable you to redirect substantial portions of these funds onshore tax free as capital (eg for investment purposes)

 

You could also potentially characterize your Paraplanning business a Recruitment Agency. Check the following Link which explains how that might work: https://offshoreincorporate.com/common-offshore-corporate-strategies/#9

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

 

 

 

 

 

ST VINCENT & THE GRENADINES VASP REGULATIONS

Several years back the Government of St Vincent & The Grenadines (“SVG”) passed a Virtual Service Provider Act.

 

The Act however, hitherto, had been impotent in that, like a bullet train with no track to run on, the SVG Govt had not been able to find the brainpower or the wherewithal to pass the Regulations that would enable Crypto Startups to actually apply for a VASP License in SVG as contemplated by the Legislation.

 

The SVG Financial Services Authority (the “Authority”) has now formally advised us (as of 30 May 2025) that pursuant to the Virtual  Asset Business Act No. 9 of 2022, (the “VABA”) as amended, the application process for the registration of virtual asset businesses in or from within Saint. Vincent and the Grenadines will formally commence from June 2nd 2025.


Registration Requirements:

 

Entities engaged in virtual asset services, as defined under the VABA, are required to register with the Authority. This includes services such as:
1. Exchange between virtual assets and fiat currencies;
2. Exchange between different types of virtual assets;
3. Transfer of virtual assets;
4. Custody or administration of virtual assets or instruments enabling control over virtual assets;
5. Participation in and provision of financial services related to an issuer’s offer or sale of a virtual asset.

 

Application Process:


Applicants are required to submit the application form along with the necessary documentation and application fee of EC$4,000.

 

A successful application will result in the requirement of a registration fee of EC$12,000.   A statutory deposit of EC$100,000 or an amount equal to twenty-five percent of the financial obligations to clients of the registrant, whichever is greater, in cash, government securities or in any other form approved by the Minister.    

 

Annual License Renewal Fee to be paid to the government is EC$12,000.

 

($US1 = EC$2.69)

 

The application form, a copy of the regulations and a useful checklist can be accessed via these Links:

 

The Draft Regulations: https://www.dropbox.com/scl/fi/89a8a3l7kdsm123f7uqgb/Draft-Virtual-Asset-Business-Regulations-2025.pdf?rlkey=7opf1lygiu54nctx4na57nqd0&st=3neo3y79&dl=0

 

The Govt Application Form: https://www.dropbox.com/scl/fi/b7uujrepiv1msy5e4obev/VAB-Application-Form-Final.pdf?rlkey=0zad9rximmd9cobcydj2u5dvc&st=aqwmhy6m&dl=0

 

SVG VASP License Application Checklist: https://www.dropbox.com/scl/fi/d5ppq2uest8e7381ot9h1/Virtual-Assets-Business-Application-Checklist-Final.pdf?rlkey=s0903em92ct13l6rw8u0awbfq&st=jqozpdnx&dl=0

 

Regulations and Guidance on the ongoing requirements and obligations of registrants will follow.

 

Legislative Recap

 

Virtual Asset Business Act, 2022

This VABA introduced a comprehensive regulatory framework for virtual asset business activities conducted in or from within Saint Vincent and the Grenadines. The VABA sets out the requirements for registration, compliance, supervision, and ongoing obligations for entities engaged in virtual asset business including virtual asset service providers (VASPs). A copy of the Act can be accessed via this Link: https://www.dropbox.com/scl/fi/9vz6851tanfytj8ux8fsz/Virtual-Asset-Act-2022.pdf?rlkey=6lzhzbom7ga72cu04v53lr8wr&st=afcr7pvq&dl=0

 

Virtual Asset Business (Amendment) Act, 2025
On April 28th, 2025 the Act was amended to update and clarify certain provisions of the VABA.
The key amendments are as follows:

 

Commencement date: The Amendment Act sets out the date for the commencement of the Act and makes it clear that the Act comes into force on the 31st day of May, 2025.

 

Proof of Incorporation (Section 6(3)(d)): The amendment clarifies that applicants for registration must provide proof of incorporation or formation under either the SVG:
▪ Business Companies (Amendment and Consolidation) Act, or
▪ Limited Liability Companies Act.

 

Regulatory Compliance References (Sections 18(1)(a) & 19(1)(d)): The language is expanded to include not just the Act, but also Regulations made under it, ensuring that regulatory obligations apply broadly across both the Act and any subordinate legislation.

 

Final draft of Regs: The Regulations are expected to be approved without further amendments

 

Transitional Period: In accordance with the Act, all existing entities currently engaged in virtual asset activities, including those incorporated as Limited Liability Companies (LLCs) or Business Companies (BCs) engaged in virtual asset or related business, are required to submit an application for registration to the Authority within thirty (30) days of the coming into force of the Act, that is, by July 31, 2025. Entities that fail to apply within the prescribed period will be subject to an administrative striking off.

 

External Auditor Requirements

Licensed virtual asset businesses must appoint a qualified external auditor annually. Accepted qualifications include:

 

  • Chartered Accountants
  • Certified Public Accountants
  • Members of regional accounting bodies
  • Other professionally recognized accountants approved by the regulator

 

Key Auditor Responsibilities Include:

  • Reviewing financial records and preparing audited annual financial statements
  • Assessing the effectiveness of internal controls and risk management
  • Evaluating AML/CFT compliance measures
  • Reporting any significant regulatory breaches or suspicious transactions
  • Audited financial statements must be submitted within a set timeframe following the financial year-end.

 

Fit and Proper Requirements

All individuals in significant roles—including directors, executives, beneficial owners, and senior officers—must meet fit and proper criteria. The assessment areas include:

 

  • Financial soundness and stability
  • Educational background and relevant industry experience
  • Good reputation and high standards of integrity
  • Absence of conflicts of interest
  • Ethical history in professional and business conduct

 

Disqualifying Factors include:

  • Previous involvement in fraud or dishonesty
  • Poor compliance history or regulatory sanctions
  • Bankruptcy, insolvency, or ongoing financial judgments
  • Employment history suggesting misconduct or mismanagement

 

Applicants should be prepared to provide documentation supporting the suitability of all key individuals.

 

Capital Requirements and Statutory Deposit

To ensure financial resilience and protect client interests, licensed businesses must maintain a statutory deposit with the Regulator. The required amount is based on either a fixed minimum or a percentage of client obligations, whichever is higher. Accepted Deposit Forms include:

  • Cash holdings
  • Government-issued securities
  • Other approved financial instruments

 

Additional capital or liquidity requirements may be imposed, depending on the business’s risk exposure, operational complexity, and size.

 

Local Staffing and Operational Presence

Virtual asset businesses operating from outside SVG are required to appoint a Principal Representative who is ordinarily resident in SVG. Responsibilities of the Principal Representative include:

  • Overseeing daily operations in the jurisdiction
  • Acting as liaison between clients, affiliates, and the Regulator
  • Submitting regulatory filings and updates
  • Advising on compliance matters and responding to official inquiries

 

Staffing and Technology Expectations include:

  • Adequately trained and experienced staff
  • Technology infrastructure that supports operational integrity
  • Security protocols that protect client data and ensure confidentiality
  • All staff must also meet fit and proper standards.

 

Additional Compliance Obligations

Beyond licensing and staffing, SVG’s regulatory framework outlines several other critical compliance obligations including the following Registration Disclosures:

  • Applicants must provide detailed information about the business, including:
  • Corporate structure and business activities
  • Details of directors and management
  • Policies for AML/CFT, cybersecurity, and data protection
  • Risk assessment frameworks and internal controls

 

Travel Rule and AML/CFT Compliance:

VASPs must:

  • Record and retain information about transaction originators and beneficiaries
  • Monitor for high-risk or non-compliant transactions
  • Implement procedures aligned with international AML/CFT standards

 

Client Protection Measures that the regulator expects to see include:

  • Clear systems for asset segregation
  • Safeguards to ensure market integrity
  • Complaint-handling mechanisms
  • Ring-fencing of client assets to prevent misuse

 

Ongoing Reporting Obligations include:

  • Quarterly operational reports
  • Annual audited financial statements
  • Risk management reviews and other reports as directed by the Regulator
  • Proof of Insurance Coverage – Licensed businesses must maintain adequate insurance to cover liabilities that may arise from operational failures or omissions.

 

Transition Period for Existing Businesses

Businesses already operating in SVG before the regulatory framework becomes fully effective are allowed a limited grace period to comply. During this period:

 

  • Operations may continue temporarily, subject to timely submission of a registration application
  • If an application is rejected or withdrawn, operations must cease within a defined period
  • The regulator may also order immediate cessation if necessary to protect public interest

 

Preparing for Compliance:

If you are an existing SVG Company involved in the provision of Virtual Asset services you will want/need to prioritize:

 

  • Appointing a qualified Principal Representative based in SVG
  • Engaging a certified external auditor for ongoing compliance
  • Reviewing capital adequacy and preparing the statutory deposit
  • Compiling fit and proper documentation for all key personnel
  • Implementing AML/CFT, cybersecurity, and data protection policies
  • Establishing internal controls for risk management and client asset protection

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

Mauritius Foundations

The Mauritius Foundation is governed by the Mauritius Foundations Act 2012 and is administered and regulated by the Mauritius Registrar of Companies (ROC), described in the legislations as the Registrar of Foundations.

 

Key features of Mauritius Foundations:

  • A Foundation is the dedication of property to an entity to be used for a specific purpose. To create a Foundation, ownership of the relevant asset is transferred to the Foundation by the founder(s) to achieve a specific purpose or purposes
  • The Foundation could be set-up intervivos (by charter) or by will, could be set-up to benefit persons, or a class of persons or to carry out a purpose which may be charitable, non-charitable or both.
  • A Mauritius Foundation has to be managed by a Foundation Council which should comprise of at least one member ordinarily resident in Mauritius and would require a secretary and have its registered office in Mauritius
  • When a Foundation is registered, it would have separate legal personality and would need to keep proper books of accounts and keep its records in Mauritius at its registered office.
  • Where the founder and all the beneficiaries of a Mauritius Foundation are non-resident (or if the Foundation is set-up for a purpose and that purpose is being carried out of Mauritius) the Foundation would be exempt from tax in Mauritius.

 

Name
The proposed name of a Mauritius Foundation must end with the word “Foundation” and must not include the words limited, company, partnership, societe or any abbreviations or translations thereof.

 

Charter
The main constitutional document of a Foundation is its Charter. The Charter of a Mauritius Foundation must contain inter alia:

  • The name of the Foundation
  • The name and address of the Founder(s) including an address in Mauritius for service of documents
  • The object for which the Foundation has been established
  • The initial assets of the Foundation, its purpose if applicable
  • Details of the beneficiaries or the manner in which the beneficiaries may be appointed or removed
  • Period of establishment
  • Details of its secretary
  • The Foundation’s registered office

 

The Charter shall be in writing and signed by the Founder or in case of a body corporate, by a representative of the Founder. Most Foundation jurisdictions today, require the charter to be filed and registered.

 

Objects of a Foundation
The objects of a Mauritius Foundation:

  • May be charitable, non-charitable or both
  • May be to benefit a person or a class of persons, or to carry out a specified purpose, or both
  • Are according to the provisions of its charter
  • Shall be valid and enforceable except where contrary to the laws of Mauritius

 

Foundation Council
Every Mauritius Foundation shall have a Council which shall administer the property and carry out the objects and purposes of the Foundation.

 

A Foundation must have a board of Councillors to manage the business and affairs of the Foundation. The Council shall consist of one or more persons (either legal/ body corporates or natural persons) known as a Councillor(s). A Council shall have at least one member who shall be resident in Mauritius. It may also be responsible for appointing new beneficiaries and determining the extent and nature of beneficial rights.

 

Generally, the Founder has a fair amount of flexibility to tailor the degree of responsibility of the Council to his/her needs by establishing its duties in the Charter.

 

Beneficiaries
A Mauritius Foundation can have one or more individuals as “beneficiary”.

 

A beneficiary means a person who is entitled to benefit under a Foundation; or in whose favour a power to distribute any Foundation property may be exercised.

 

However, in contrast to shareholders of a company or the beneficiaries of a trust, foundation beneficiaries have no legal or beneficial interest in foundation assets. That is, Foundation assets do not become the assets of a beneficiary unless distributed to the beneficiary in accordance with the Foundation’s charter or regulations.

 

Protector
It is permissible for a Mauritius Foundation to appoint a protector or committee of protectors in accordance with and having such powers, duties, functions and remuneration as may be specified in the charter.

 

The charter shall also mention the relationship of protector or committee of protectors with the Council whilst in office.

 

Property of Foundation
Assets transferred to or otherwise vested in a Mauritius Foundation shall -

  • be the assets of the Foundation with full legal and beneficial title
  • cease to be the assets of the founder or founders, once transferred to or otherwise vested in the Foundation by or on behalf of the founder or founders; and
  • in the case of a Foundation with one or more beneficiaries, not become the assets of a beneficiary unless distributed to such beneficiary in accordance with the charter or regulations and the Act.

 

Registration of Mauritius Foundations
The Foundation’s Mauritius registered agent shall submit particulars extracted from the charter, accompanied by the registration fee set out (i.e. MUR 9,000 = USD 300) to the Registrar who shall retain and register it, if it is satisfied that all the requirements of the Act have been complied with and its objects are lawful. The Registrar shall allocate a registration number to the Foundation and issue a certificate of registration.

 

Annual Renewal Fees
The annual registration fee shall be due and payable not later than 20 January every year so long as the Foundation remains registered with the Registrar.

 

Secretary
Every Foundation shall have a secretary appointed by the Founder, with the Secretary being either a Management Company or who shall be such other person resident in Mauritius as may be authorised by the Commission.

 

Registered Office
A Mauritius Foundation must have a registered office situated in Mauritius to which all communications and notices shall be addressed.

 

Accounts
A Mauritius Foundation is required to keep proper books of account and records at its registered office. The books of account shall not be open to public inspection but shall at all times be open to inspection by the councillors, the founder, any supervisory person or the auditor of the Foundation.

 

The books of account should reflect the financial position of the Foundation, with respect to:

  • all sums of money received, expended and distributed by the Foundation and the matters in respect of which the receipt, expenditure and distribution takes place
  • all sales and purchases made by the Foundation
  • the assets and liabilities of the Foundation

 

Register
Each Mauritius Foundation has to keep, at its registered office, a register of its councillors, any founder and any person who may have endowed assets to the Foundation as well as records and copy of documents filed with the Registrar and the minutes of proceedings of any meeting of the Council.

 

Tax exemptions and concessions
A Foundation of which the founder is a non-resident or which holds a Category 1 Global Business Licence under the Financial Services Act; and all the beneficiaries appointed under the terms of a charter or a will are, throughout an income year, non-resident or hold a Category 1 Global Business Licence under the Financial Services Act, shall be exempt from income tax in respect of that year.

 

For the purpose of the exemption specified above, any Foundation which qualifies shall deposit a declaration of non-residence for any income year with the Director-General within 3 months from the expiry of the income year.

 

Any distribution to a beneficiary of a Foundation shall be considered to be a dividend to the beneficiary.

 

Potential uses of a Mauritius Foundation
A Mauritius Foundation can be used for:

  • Accumulation & Preservation of Wealth
  • Succession planning
  • Asset Protection
  • Tax Planning
  • Off balance sheet transactions
  • Corporate finance/ asset financing
  • Securitization

 

A Mauritius Foundation could also potentially be deployed as a DAO Legal Wrapper.

 

A Mauritius Foundation cannot be used to engage directly in commercial activities. However, only a charitable Foundation, under certain circumstances, may be subject to supervision by the Board of Investment.

 

Commercial activities may only be undertaken when they serve to achieve a Foundation’s non-commercial purpose or where the type and scope of the investments being held require such activity to be undertaken.

 

Foundations vs Trusts

 

  • A Foundation is an independent legal person whereas a Trust is not
  • A Private Foundation has to be registered or recorded (usually publicly) which is not always an obligation with a Trust.
  • Assets may be held by a Foundation unlike a Trust where the assets are held by the Trustee on trust.
  • Foundations generally cannot engage directly in commercial operations whereas Trusts may be used for certain commercial purposes.
  • Sham issues are less likely to occur with a Foundation because of its corporate personality.
  • In so far as taxation is concerned a Foundation is an entity and hence will be directly taxed where appropriate. No problem as with a Trustee accidentally becoming resident in a high taxing country.
  • A Foundation will own assets in its own name which may bring comfort to the Settlor/ Founder
  • The duration of a Foundation is infinite whereas many Trust jurisdictions have perpetuity periods.

 

PRICING

 

Set up price: $US2,400 (+ $400 if a Nominee Founder is required + $US800 if a Nominee Councilor is required)

 

Annual renewal fee from 2nd year: USD$2,400 (+ Nominees as/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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

 

 

Where to set up a Non Licensed VASP business – Samoa vs Panama?

As has been discussed in previous Articles, these days most “Offshore” Jurisdictions have passed VASP laws – meaning if you intend to market and or manufacture a “Virtual Asset” via a Company formed in such a jurisdiction – you’ll need to apply for a Virtual Asset Service Provider (“VASP”) License. (The definition of “Virtual Asset” in most jurisdictions typically includes a digital representation of value that can be digitally traded or transferred and can be used for payment or investment purposes but does not include a digital representation of fiat currencies).

 

As has also been noted in previous articles, if you do intend to market and or manufacture Virtual Assets, in essence, there are only 3 “Offshore” jurisdictions where you could potentially incorporate such a business ie:

 

 

First up let’s be clear – the question of where to incorporate (and how to structure) your Offshore Company is a commercial decision for you and you alone to decide… You’ll need to do your due Diligence ie you need to identify the potential jurisdictions then you need to drill down and do you’re research as regards the features/pros/cons of each jurisdiction so you can then make an informed choice about where/how to set up.

 

We wouldn’t recommend incorporating in St Vincent because they have passed a VASP Bill and its only a matter of time before they develop the infrastructure needed to implement a VASP License regime.

 

So if you want to incorporate a VASP style business tax free Offshore – without having to apply for a VASP style License – that leaves a choice, in effect, between Samoa and Panama.

 

On the face of it Samoa would be easier to set up – their KYC requirements are fairly straight forward (eg no references required) and the set up time is minimal (once we’ve received all your docs via email we can usually set up a Samoa Company within 2-3 days, whereas in Panama it takes 2-3 weeks). Additionally, a Samoa Company would be simpler to manage in that it has lower level Account keeping requirements (Check this Link for details: https://www.dropbox.com/scl/fi/pho952fth2hfnm2qbhrcv/SAMOA-COMPANIES-ACCOUNTING-RECORDS-REQUIREMENTS.docx?rlkey=avrp7eynz7hydtku5mav5o022&st=asnrg1pg&dl=0 )

 

(You can also view Panama’s Account keeping requirements at/via this Link: https://www.dropbox.com/scl/fi/moue9nhqnf68ciipsq3ix/Panama-Entities-Account-Keeping-Requirements.docx?rlkey=6vxcvzmsh7hy3uoe96pv4cjz7&st=edcbrrlg&dl=0 )

 

The downsides of Samoa are (a) its theoretically possible that later on down the track the Samoan Authorities could decide to pass VASP Legislation (there’s no risk of that in Panama as the govt has already tried and the law was declared unconstitutional). + (b) almost certainly when you apply for a bank account for your Company you are going to need to produce to the bank a legal opinion confirming that your Company doesn’t require a Special License in its country of incorporation. This will be hard to get in Samoa (the legal profession there is rather unsophisticated) and will be much easier to get in Panama…

 

In terms of the challenge of getting a bank account opened one doubts it will make much difference whether you’re incorporated in Samoa or Panama. It may be slightly easier to get an account opened for a Samoa Company as its doesn’t have much (if any) negative history as a jurisdiction (it hasn’t had a “Panama Papers” style reveal. As yet). The upside of Panama is it’s very much a first world country in terms of infrastructure – it’s a financial powerhouse (the “Big 4″ Accounting firms have offices there, there are plenty of “high level” law firms, + lots of Banks & Fund Managers etc that you don’t have in Samoa…)

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

Nevis Offshore Asset Protection Trusts – Overview

If you’re looking to form an Offshore Trust as part of an Asset Protection and or Succession Planning strategy Nevis (alongside Belize and the Cook Islands) is one jurisdiction that is worthy of close consideration…

 

Formation of a Nevis Trust is governed by the Nevis International Exempt Trust Ordinance of 1994, as amended.

 

The Ordinance includes special provisions to enhance the use of Nevis as a preferred jurisdiction for the establishment of Asset Protection Trusts.

 

Highlights of the Nevis Trust Ordinance include:

  • Exemption from all forms of Nevis taxation and exchange controls provided that transactions take place only with non-residents;
  • The trustee may be either a trust company licensed to do business in Nevis or a company incorporated under the Corporation Ordinance;
  • The proper law may be the law of Nevis or the law of another jurisdiction;
  • The rule against perpetuities does not apply;
  • Forced heirship rules are specifically excluded;
  • Spendthrift and charitable trusts are permitted;
  • There is no registration requirement other than for the Trust’s name, name of Trustee and the registered office address;
  • Settlor and Beneficiary must be non-residents and may be the same person;
  • One trustee must be a Nevis offshore company or a trust licensed company;
  • Protectors are allowed for and may be the same person as the Settlor and Beneficiary of the Trust;
  • An IET is valid and enforceable notwithstanding that it may be invalid according to the law of the Settlor’s domicile or residence or place of current incorporation;
  • The Trust is not considered fraudulent if settled up to 2 years after the date of the creditor’s cause of action;
  • The creditor must prove the intent of the debtor to defraud with “clear and convincing” evidence;
  • The Statute of Queen Elizabeth is excluded.

 

The trustee may be either a trust company licensed to do business in Nevis or a company incorporated under the Corporation Ordinance (ie an International Business Company). There is no registration requirement other than for the Trust’s name, name of the Trustee and the registered office address.

 

A US$25,000 bond requirement prior to the commencement of an action or proceeding against trust property in the 1994 Act was increased to US$100,000 under the Nevis International Exempt Trust (Amendment) Ordinance 2009.

 

Nevis trusts are exempt from all forms of taxation and exchange controls provided that transactions take place only with non-residents.

 

2015 Amendments

 

Key Amendments

 

  1. § 23(4) – Transfers made in trust before a creditor’s cause of action accrues are deemed not to be fraudulent transfers.

 

Perhaps no other provision of the NIETO has drawn more attention than § 23, intended to deal with fraudulent transfers. The original text was modeled after the Cook Islands International Trust Act (“ITA”), which underwent significant revision after the NIETO had been enacted.

 

Subsection (3) of the ITA deems a transfer in trust to be not fraudulent as against a creditor if the transfer takes place two years from when the creditor’s cause of action accrues. If the transfer takes place within two years of the cause of action accruing, the ITA nevertheless deems the transfer to be not fraudulent if the creditor fails to commence a court action within one year. The public policy justification for these two rules is that a creditor should only have a limited period of time within which to bring a claim. If the creditor fails to diligently pursue the claim in a timely manner, the settlor should later be able to transfer assets in trust free of creditor claims.

 

Similarly, subsection (4) of the ITA deems a transfer in trust to be not fraudulent as against a creditor if the transfer takes place before the creditor’s cause of action accrues. This is a codification of the principle, first arising in the courts of the Isle of Man, that a transfer cannot be fraudulent as against a creditor unless there is a “present debt” at the time of the transfer. See Corlett v. Radcliffe, 14 Moo PCC 121, 15 ER 251 (1859); see also Re the Petition of Christopher Jollian Heginbotham2 ITELR 95 (1999) (“present debt” in Corlett v. Radcliffe refers to creditors whose claims exist at the time of the transfer).

 

In what appeared to be a substantial scrivener’s error, subsections (3) and (4) of § 23 of the NIETO were originally drafted to the exact opposite effect.  The Nevis island government concurred with the committee’s recommendation and amended § 23 of the NIETO.  Specifically, subsection (3) was reworded (and more detail is provided on this point below).  Meanwhile, subsection (4) was changed to make clear that transfers in trust before a creditor’s cause of action accrues cannot be set aside as fraudulent transfers.

 

  1. § 23(3) – The Cook Islands 3-Year “Sliding Window” of vulnerability has been replaced with a fixed 1-year window for fraudulent transfers in Nevis.

In conjunction with the technical corrections described above, the committee recommended that subsection (3) of § 23 be further revised to eliminate what was a three-year window for a creditor to bring a claim against an international trust. This “sliding window” was first introduced in § 13B(3) of the Cook Islands ITA, after which subsection (3) of § 23 of the NIETO was modeled.

 

While paragraph (a) was intended to protect a transfer in trust made more than two years after a creditor’s cause of action accrues, paragraph (b) gave the creditor up to one more year to bring a claim if the creditor’s claim happened to arise before the expiration of the two year period referenced in paragraph (a).

 

This “sliding window” had been misconstrued by many experienced practitioners and remains widely misunderstood by the public at large.  Even the most experienced asset protection lawyers are surprised to learn that a Cook Islands trust gives a creditor three years to bring a claim.

 

The revision to subsection (3) of § 23 proposed by the committee, and approved by the Nevis island government, now calls for a fixed one-year window beginning with the date on which the creditor’s cause of action accrues. Instead of a “sliding window,” subsection (3) is a “fixed window.”  Transfers made after one year from when the creditor’s cause of action accrues are now protected under the NIETO.

 

  1. § 55 – Creditors must post a bond of EC $270,000 (US $100,000) before bringing a claim against a Nevis trust.

 

The NIETO has enjoyed a favorable reputation for its bond requirement imposed on claimants. The public policy aim of this particular statute is to deter a prospective creditor from bringing litigation in the Nevis court absent a firm belief in the merits of a claim, lest the bond proceeds be used to award fees and costs to the trustee-defendant.

 

Since the bond requirement was first introduced in 1996, the legal climate concerning international trusts has evolved. The committee found that the bond requirement had been rendered inadequate with time and needed to be increased. However, the committee identified two competing concerns: (i) providing an effective barrier to specious litigation where the amount at stake is significant while (ii) not foreclosing court access to meritorious claims.

 

The committee recommended that the bond requirement be changed to a sliding scale formula, with a minimum bond amount of EC $100,000.  However, the Nevis island government chose to go with a flat amount that was significantly higher.  § 55 of the NIETO now requires that EC $270,000 be posted as bond with the Nevis court before the creditor may bring a claim against a trust registered in Nevis.

 

  1. § 23(9) – Mareva Injunctions and Anton Piller orders are not available remedies under the NIETO.

 

Earlier proposals recommended a number of useful amendments to further clarify creditor remedies under the NIETO, including a provision that would limit the availability of Mareva injunctions in the Nevis court. See Mareva Compania Naviera S.A. v. International Bulkcarriers S.A., 2 Lloyd’s Rep 509 (CA) (9175).

 

The advisery committee agreed that the Nevis court should not entertain or issue Mareva injunctions in respect of international trusts so as to sidestep the limits on creditor remedies under § 23 of the NIETO.   That said many cases in which a Mareva injunction is sought also involve the issuance of an Anton Piller order or similar interim measures. See Anton Piller v. Manufacturing Processes, Ch. 55 (1976). The advisery committee recommended that the prohibition on Mareva injunctions be expanded to more comprehensively proscribe similar and complementary forms of interim measures.

 

The Nevis island government concurred with this approach, opting for a narrow statement of principle in subsection (9) of § 23 of the NIETO.  The statute now provides that: “The remedy conferred by subsection (1) [of § 23 of the NIETO, which does not void a fraudulent transfer but permits a recovery against available trust property] shall be the sole remedy available in such an action or proceedings to the exclusion of any other relief or remedy against any party to the action or proceeding.”

 OCI offers the following Nevis Trust Formation & Administration Services:

 

  • Advice on Trust structuring
  • Drafting of Trust Deeds (including for Discretionary Trusts, Unit Trusts, Purpose Trusts, Charitable Trusts and more)
  • Registration
  • Structuring advice
  • Resident Trustee services
  • Nominee Settlor services
  • Calling of (and taking minutes for) Trustees and Beneficiaries’ meetings
  • Bank account signatory services
  • Assistance with Trust Bank account establishment
  • Advising on and signing of agreements
  • Attending to changes of beneficiaries, variation of Trust Deeds etc
  • Offshore Trust accounting services
  • And more

 

OCI Nevis Trust Package

 

At OCI we believe in giving you more for your money than would the average Trust formation service. Hence included in the registration package for your Nevis Trust is the following:

 

Services:

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

 

Documents included in your Incorp pack:

 

  • Certificate of Registration
  • A sealed/stamped copy of the filed registration application
  • Resolution by Trustee accepting appointment
  • Resolution to open a bank account
  • Resolution to appoint a lawyer for the Trust
  • Resolution to appoint an accountant for the Trust
  • Sample/template letter of wishes
  • Resolution appointing you as the Trust’s authorised representative in commercial negotiations
  • Resolution appointing you as Investment adviser to the Trustee
  • Agreement authorising you to represent the company in commercial negotiations
  • Agreement appointing you as Investment adviser to the Trustee

 

Price (all inclusive): $US3,500

From 2nd year $US2,550

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

 

 

 

Offshore Asset Protection Options 101

If it’s pure asset protection you’re looking for what you might want to do is set up an Offshore Trust or Private Foundation at the base of the tree as the ultimate holding vehicle.

 

Commonly the Trust or Foundation owns a tax advantaged or tax free Offshore Company or Companies. The Offshore Company is typically deployed to own/operate a business ie particularly if your business fits one of these categories (as all such businesses lend themselves well to an “Offshore” Corporate Structuring Plan)

 

  • Import/export
  • Online trading (eg forex/commodities/shares/derivatives/precious metals etc trading)
  • Software development
  • Buying and selling Petroleum products
  • Working abroad as an expat (eg in a Profession or the Oil/Gas Industry etc)
  • Ecommerce
  • Online marketing
  • Cryptocurrency Trading/Investment etc
  • ICOs
  • Bitcoin/Cryptocurrency Exchange
  • General consulting/contracting to an international clientele
  • And more

 

Depending on your business model, what we sometimes do ie where the client has a current business which is owned by an Onshore Company (and it’s impractical to shift ownership of that Company/business to a tax free Offshore Company) is we interpose a low tax Holding Company between the Onshore Company and the nil tax Offshore Company/Holding vehicle. (Check this link which explains in detail what a Holding Company is: https://www.dropbox.com/scl/fi/27x81ebqsn2huxxx4ks58/What-is-a-LOW-TAX-Holding-Company-and-How-Are-Holding-Companies-Used.docx?rlkey=qmy29g1zbazubxf8fpzujrhkg&st=6vrjr1up&dl=0  ).

 

For clients looking for supercharged Asset Protection Options we commonly deploy a triple Structure ie a nil tax Offshore Company + a nil tax Offshore Asset Protection Trust + a Private Foundation. Here’s one such example: http://offshoreincorporate.com/how-to-create-the-ultimate-tax-effective-offshore-corp/

 

Also check this article “Why set up a Triple structure”: https://www.dropbox.com/scl/fi/p2n5zzmu8wiw4jy28jcvr/Why-Set-up-a-Triple-Structure.docx?rlkey=718dl6gp1xfr3rmqzu0cfyzsy&st=v5pkyhxe&dl=0

 

In essence we can build as many layers into the structure as you like and bury ownership details so far from view that no one should ever be able to discover who set up or who is behind the Company/structure. The only limit is your imagination (and your budget!).

 

Offshore Asset Protection Trusts

 

For information on what an Offshore Trust is, how a Trust can be used and the different kinds of Trusts you might/could form please click on these links: http://offshoreincorporate.com/offshore-trusts/

https://www.dropbox.com/scl/fi/43iuf0ds890d4gq87mb1f/What-is-a-Discretionary-Trust.docx?rlkey=yu02jg6yc4knsyamnenuah15v&st=lg90b52y&dl=0

https://www.dropbox.com/scl/fi/62lqjm9ue85hgic2v07u7/What-is-a-Purpose-Trust.docx?rlkey=2c9t5dlhngyyltp528y90w3h5&st=h82ypres&dl=0

https://www.dropbox.com/scl/fi/z6gfi7k7cbnxjth0gt4eu/What-is-a-Unit-Trust.docx?rlkey=dw95wil2whjmodmnj1jjheryr&st=9alf4t8y&dl=0

 

We can assist you to set up an Offshore Trust in Belize, Seychelles, Nevis, the BVI, Mauritius and The Cook Islands.

 

For detailed information on the features and benefits of the Belize Trust click on this link: http://offshoreincorporate.com/international-trusts/belize-tax-free-trusts/

 

For detailed information on the features and benefits of the Seychelles Trust please click on these links: http://offshoreincorporate.com/seychelles-international-trusts/ & http://offshoreincorporate.com/seychelles-international-trusts-fact-sheet-2/

 

For detailed information on the features and benefits of the Nevis Trust please click on this Link: https://www.dropbox.com/scl/fi/vzzui9kxzd571lduoxs65/Nevis-Trusts-Overview.pdf?rlkey=d4ei03ox3kqkagjyi4vol4qah&st=12cawey4&dl=0

 

For detailed information on the features and benefits of the BVI Trust please click on this Link: https://www.dropbox.com/scl/fi/klfs8v2ovjy4iqlc6vimq/BVI-REGULAR-TRUSTS.docx?rlkey=c7lzemcl49g1bdlutknsmbsxn&st=kem8goqm&dl=0

 

For detailed information on the features and benefits of the Mauritius Trust please click on this Link: https://www.dropbox.com/scl/fi/dlyoxsi1m40di6box7cth/Mauritius-Trusts.pdf?rlkey=gn3otgnd7zauurwtxeuv9yvlv&st=3k4ufeza&dl=0

 

For detailed information on the features and benefits of the Cook Islands Trust please click on this Link: https://www.dropbox.com/scl/fi/8tfclpp49xofuwiphmjxo/Cook-Islands-Trusts-Info-Sheet-CURRENT.pdf?rlkey=m9mc4gygo614ue12ki86uyljd&st=jpa1p29u&dl=0

 

(You may be interested to know the most popular jurisdictions with clients looking to set up Asset Protection Trusts are:

1. Belize

2. The Cook Islands

 

To register a Seychelles or Nevis Trust or Panama will cost $US3,500. In 2nd and subsequent years the maintenance/service fee is $2,500.

 

To register a Belize or Mauritius Trust will cost $US2,990. In 2nd and subsequent years the maintenance/service fee is $2,500.

 

To register a Cook Islands Trust will cost $US7,000. In 2nd and subsequent years the maintenance/service fee is $4,500.

 

To register a BVI Trust will cost from $7,850. In 2nd and subsequent years the maintenance/service fee is $3,500.

 

Private Interest Foundations

 

A lot of Lawyers (myself included) believe that a Foundation is a better option than a Trust. Check this article “Why a Foundation is Superior to a Trust FAQ” which explains why: https://www.dropbox.com/scl/fi/g03hztpck7s05kmnhd0d6/Why-a-Foundation-is-Superior-to-a-Trust-FAQ.docx?rlkey=wiiae4507e5lbw00unsh0sb3m&st=bti3bc6f&dl=0

 

For information on what a Private Interest Foundation is and how one can be used please click on this link: http://offshoreincorporate.com/private-interest-foundations/

 

We can assist you to set up a Private Interest Foundation in either Panama, The Bahamas, Belize, Seychelles, Mauritius & Nevis.

 

For detailed information on the features and benefits of the Panama Foundation please click on this link: http://offshoreincorporate.com/panama-tax-free-foundations/

 

For detailed information on the features and benefits of the Seychelles Foundation please click on this link: http://offshoreincorporate.com/seychelles-foundations/

 

For detailed information on the features and benefits of the Belize Foundation Check this Link: https://www.dropbox.com/scl/fi/m0e13cs0y0v0rurujm56c/Belize-Private-Interest-Foundations-Page.docx?rlkey=xqb8k9d89n34xfpckn7x1t9q6&st=xzdib1fw&dl=0

 

For detailed information on the features and benefits of the Nevis Foundation Check this Link: https://www.dropbox.com/scl/fi/jlrn97qzks2i2co64zakb/Nevis-Foundations-Info-Brochure.docx?rlkey=xqv34xec4a8bjcslzh2amwwoj&st=prfa76ll&dl=0

 

For detailed information on the features and benefits of the Mauritius Foundation Check this Link: https://www.dropbox.com/scl/fi/98zo2znk2vmrsz8rn0nm8/Mauritius-Foundations-Fact-Sheet.docx?rlkey=809q6zqupd0msn9f0037kxlof&st=kxkgmzw7&dl=0

 

For detailed information on the features and benefits of the Bahamas Foundation Check this Link: https://www.dropbox.com/scl/fi/dvd91uko2sfo7zguth10f/BAHAMAS-FOUNDATIONS-FACT-SHEET.docx?rlkey=xg74yhoiqrzncjtc099vpt8g7&st=32ehbj0r&dl=0

 

Given its superior tax planning and asset protection features historically most of our clients (90% +) have chosen to register their Foundation/s in Seychelles. For detailed information on the unique benefits a Seychelles Foundation can deliver please see click on this link: http://offshoreincorporate.com/seychelles-foundations-fact-sheet/

 

To register a Foundation will cost from $US1,900 (and to maintain from 2nd year, from $1,600 p/a). For those who have tax planning and pr privacy needs we can also supply a Nominee Founder + a Nominee Councillor (and even a Nominee beneficiary) as/if required

 

Nil & Low Tax Offshore Companies

 

We can assist you to incorporate nil tax or low tax Companies in a wide range of jurisdictions including:

  • Seychelles
  • Belize
  • BVI
  • Hong Kong
  • Panama
  • Nevis
  • Anguilla
  • Cyprus
  • Gibraltar
  • USA
  • Australia
  • UK
  • Samoa
  • St Vincent & The Grenadines
  • Marshall Islands
  • RAK (UAE)
  • Ireland
  • Vanuatu
  • Mauritius
  • Malta
  • The Cook Islands
  • Estonia

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

How to Set up a Video Game Publishing Business Tax Free Offshore

Are you a video game creator?

 

Would you prefer to incorporate your business in a low regulation and/or tax friendly environment?

 

If so, you might want to think about incorporating your business “Offshore”.

 

Video games are, at core, Intellectual Property (“IP”) ie a creation of the mind. IP also includes things like inventions, literary and artistic works, designs and symbols, software code, names and images used in business.

 

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

 

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

 

Practicalities

 

So how does it work from a practical perspective?

 

At core the Offshore IP Company (which is usually set up in a nil or low tax country) is used to divert income from Trading Companies or Businesses trading in developed or high tax countries.

 

The first step is to transfer ownership of the software/artworks underpinning your video game (ie your IP rights) to the Offshore Company/Entity.

 

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

 

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

 

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

 

Businesses Who Pay Royalties or License Fees for the use of IP

 

Once it has acquired the Property the Offshore IP Company can then issue (IP) sub-licenses or exploitation rights to appropriate third party structures.

 

For example, a majority of software companies license their users through companies which are established in an offshore jurisdiction, or through a firm, which is not established in a classical offshore jurisdiction, but is owned or controlled by such a firm.

 

Typical examples of businesses that might pay license fees to a nil/low tax Offshore Company include:
- Software companies
- Companies doing business in information technologies
- License and copyrights to books, articles, music, films, etc.
- Users of Franchise operating systems

- Trademark product (e.g. Clothes/Consumer Goods/Accessories etc. Brand) manufacturers and or retailers

 

In some circumstances the royalties may be subject to withholding tax at source, however, the interposing of a second company in another jurisdiction may reduce the rate of tax withheld at source (a carefully selected jurisdiction can enable you to slash the rate of withholding tax that might otherwise be applied on royalty payments with the commercial application of a double taxation avoidance treaty ie DTA).

 

Structuring Options

 

Another option, whilst you are still in the process of creating a new piece of intellectual property, is to involve or engage an offshore (nil tax) company as a foreign partner or financial sponsor. Participation in development at this early stage would entitle the Offshore Company to register as the owner or co-owner of the property.

 

If you involve an offshore company later, you would have to sell or assign the title in the property to the offshore company, and these kind of transactions require at the least that a fair market price deal be apparent as if no associated parties were involved (+ the transfer may involve the incurring of some CGT on the part of the inventor/creator of the IP).

 

Benefits of an Offshore IP Company

 

There are numerous benefits that an IP holding company can deliver including:

  • By placing your IP in one entity you are able to streamline the internal processes for inter-group licensing
  • Cross-jurisdictional tax issues become simpler as you will be regularly licensing IP between the same jurisdictions
  • You can justify staffing that entity with people who have the skills to manage the same so protecting valuable assets of the company further, simplifying the licensing process
  • Assets can be valued due to the income stream that accrues for the benefit of the IP holding company
  • The value of the shares in the entity can be included into the accounts which will benefit the shareholders of the holding company
  • You can split your income streams in two enabling you to sell one chunk of your business first up (i.e. the operational business) whilst retaining the other (i.e. IP) arm of the business which would entitle you to receive passive income
  • If your business or trading company ever gets sued and the IP is owned by a 2nd (e.g. Offshore) Company the most precious asset of your business can/will not be lost.
  • You get to retain ownership of your IP in a highly private environment where no one knows what you own or how much the IP is worth. (There have been many documented cases of inventors and artists who rise suddenly to fame only to lose their fortune just as quickly via a law suit filed by a disgruntled gold digging ex-lover or confidante… The chances of that happening if your IP is owned by a privacy haven company are GREATLY reduced)
  • You can significantly if not dramatically reduce the tax that your operating/trading company might otherwise have to pay

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

Cayman Islands Exempted Companies

The Cayman Islands, consisting of Grand Cayman, Cayman Brac and Little Cayman, are located in the western Caribbean, about 150 miles south of Cuba, 460 miles south of Miami, Florida, and 167 miles northwest of Jamaica. The capital of the Cayman Islands is George Town which is situated on the western shore of Grand Cayman. Geographically, the Cayman Islands are part of the Cayman Ridge, which extends westward from Cuba.

 

The legal system of the Cayman Islands is based upon English Law and is a combination of common law and statute. The Cayman Islands is a British overseas territory, with its judiciary appointed by the territorial government. The Privy Council in London, United Kingdom is the ultimate appellate court.

 

The Cayman Islands Companies Law governs the operations of the Cayman Islands Exempted Company.

 

Key features of the Cayman Islands Exempted Company:

  • An exempted company may not conduct business within the Cayman Islands
  • A tax exemption certificate is available for application with an initial period of 20 years or 30 years
  • Simple corporate structure – minimum requirement of one shareholder and one director
  • Information on shareholders is not available for public inspection
  • Registers of Directors and Officers are required to be filed with the Companies Registry, however they are not available for public inspection
  • No minimum share capital is required, and it can be expressed in any currency
  • Shares can be issued with or without a nominal or par value
  • Chinese company names can be registered with the Registrar
  • No requirements for audited accounts or holding of annual general meetings

 

Benefits of the Caymans Exempt Company include:

A Cayman Islands Exempted Company offers the following benefits:

  • 100% Foreign Owners: Foreigners can own all the shares.
  • Limited Liability: Only the unpaid amount for all the shares is a shareholder’s liability.
  • Privacy: The names of the shareholders and directors are not available to the public. Bearer shares are permitted.
  • No Taxation: The Cayman Islands do not levy any type of taxes on the company and shareholders. However, United States residents must declare all global income to the IRS just like residents of other countries taxing global income.
  • One Shareholder/Director: Only one shareholder and one director is required who can be the same person.
  • No Required Meetings: There are no requirements to hold shareholders or directors meetings.
  • No Audits: There are no required accounting standards and no required audits.
  • English: English is the official language.

 

Cayman Islands Exempted Company Name
As long as the proposed company name is not similar to any other legal entity’s name in the islands, exempted companies may choose a name in any language. They can even have a dual name in English and in another language without having to provide a translation.

 

Proposed names can be reserved for a limited time with the Registrar for a small fee.

 

Exempted companies are not required to use “Limited” or “Ltd” although they are limited liability companies.

 

Certain words may not be used with a company name as they are restricted including “bank”, “chartered”, and “royal”.

 

Types of Exempted Companies
The Companies Act provides for variations of exempted companies with different features:

 

Exempted Company – This type of company cannot engage in business inside the Cayman Islands with citizens or residents. However, they can contract with service providers to obtain internet, water, electricity, and other necessary services to run a business. To become registered, an applicant must file a declaration that no business will be conducted inside the islands.

 

Segregated Portfolio Company (SPC) – An exempted company is the only type which can apply to become a segregated portfolio company. The SPC can separate its assets and liabilities into portfolios independent of each other and the general assets of the company.

 

Exempted Limited Duration Company – This type of company limits its lifespan to a maximum of 30 years when it automatically dissolves.

 

Memorandum of Association
The constitution of a Cayman company are the Memorandum of Association and the Articles of Association. The Memorandum must contain this information:

 

• Company name;

• Initial subscribers’ names along with how many shares each one has subscribed (minimum of one share per subscriber);

• Purpose for the company;

• Registered office address;

• Declaration confirming the limited liability for its shareholders; and

• Authorized share capital in any currency.

 

Articles of Association
The Articles of Association describe the internal rules and regulations including:

 

• Shares issuance, types, how they are transferred, repurchased, or redeemed;

• Shareholders’ meetings;

• Shareholders’ voting rights;

• Appointment of officers and directors along with their powers, meetings, compensation, and indemnification;

• Dividends payments; and

• Winding-up towards dissolution.

 

A copy of the Articles of Association and the Memorandum of Association must be made available to all shareholders upon request.

 

Limited Liability
A shareholder’s liability is limited to his or her unpaid amount for all shares.

 

Registration
Two signed copies of the Articles of Association and the Memorandum of Association are filed with the Registrar of Companies who issues a Certificate of Incorporation. These documents will not be made available for public inspection.

 

Registered Office
Every company must have a local registered office whose location is filed with the Registrar and published by public notice. If the directors change its location it must be done by a formal resolution. A certified copy of the change of location resolution must be filed with the Registrar within 30 days of the resolution being passed.

 

Shareholders
A minimum of one shareholder is required who can be the sole director of the company.

 

A Registry of Members (shareholders) is required, but does not have to be kept at the registered office. Nor does the Registry of Members have to be available for inspection by the government or the public. The only exception is when an order for production is issued under the Tax Information Authority Law.

 

Shares may be issued:

• With or without nominal or par value;

• Negotiable or non-negotiable;

• Premium over par value:

• Issued in fractions of shares (with corresponding fractions of rights and liabilities);

• Issued with deferred, preferred, or other special rights; and

• Bearer shares (except when the company owns Cayman real property).

 

Share certificates are proof of ownership, but shares can be issued without certificates. Registered shares are also allowed.

 

Shares may be transferred if the Articles of Association provide for them or may restrict transfers.

 

Dividends may be paid out if the Articles of Association so provide.

 

Directors and Officers
A minimum of one director is required. Directors may be residents of and residing in any country. Since the Memorandum of Association lists the initial director(s), any removal and addition of directors must be in accordance with the Articles of Association.

 

Liabilities of the directors may be limited or unlimited according to the Articles of Association.

 

The Board of Directors is responsible for the management of the company and its officers. The Articles of Association should provide all the powers, duties, and responsibilities for the directors and officers.

 

The company has the option to appoint officers to manage the daily affairs like a President, Treasurer and/or a Secretary.

 

The names and addresses of the officers and directors must be maintained in a Register of Directors & Officers stored at the registered office. Within 60 days of the first appointment, a copy of the Register must be filed with the Registrar of Companies. The same requirements apply for any changes of directors or officers.

 

Accounting
The government does not require specific standards for accounting and bookkeeping. However, every company must maintain adequate accounting records showing income, expenses, assets, and liabilities. While the records do not have to be kept in the Cayman Islands, they must be available if the government and its tax authorities were to give notice or an order to inspect them.

 

There is no requirement for any audits or the appointment of auditors.

 

Minimum Authorized Capital
While not required, most exempted companies choose an authorized capital of $50,000 because this is the maximum capital a company can have to qualify for the lowest government registration fee.

 

Annual Filing
Every January each company must file a return with the Registrar declaring whether any changes to the Memorandum of Association have been made, and that all business was conducted outside of the islands and that no trade was conducted inside the islands.

 

An annual renewal fee must be paid by December 31 for the next year. The fee is a sliding scale based upon the authorized share capital amount.

 

Taxes
There are no taxes. No income tax, no corporate tax, no capital gains taxes, no gift taxes, no inheritance taxes, no wealth tax, or any other tax for a company exclusively conducting business outside of the islands.

 

Annual General Meeting
There is no requirement to hold an annual general meetings for the directors or the members (shareholders).

 

Public Records
The only document filed with the Registrar is the Memorandum & Articles of Association which is not accessible to the general public.

 

Registration Time
(Once you’ve passed Compliance checks) a Caymans Exempt Company can be registered in as little as 3 to 4 business days.

 

Shelf Companies
Shelf companies are not available for purchase in the Cayman Islands.

 

Summary

A Cayman Islands Exempted Company offers the following benefits:

  • 100% foreign ownership
  • no taxes
  • privacy
  • limited liability
  • one shareholder/director for greater control
  • no audits
  • no required meetings
  • English is their official language AND
  • The Cayman Islands is a highly respected name/jurisdiction in International Business and Investment markets making it attractive to investors, banks suppliers and clients

 

 

OCI FEES FOR CAYMANS EXEMPT COMPANIES

 

INCORPORATION

Incorporation – Exempt Company $US 3,271.50

(Government Filing, Beneficial Ownership Filings, Economic Substance

Notification and Filing, Annual Return Filing, and Professional Fee)

 

ANNUAL MAINTENANCE

Annual Registered Office / Registered Agent $2,721.50

(Fee includes Annual Compliance Review – Regulatory

and Beneficial Ownership, Economic Substance

Annual Notification & Return Filing),

Government Annual Fee (Standard Share Capital))

 

DISBURSEMENTS

Notary Fee 35

Online Filing Fee 25

Incoming wire transfer (bank fee) 15

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

 

 

Offshore Companies – How To Avoid Beneficial Ownership Registers

Many jurisdictions around the world now require newly formed Companies to file a “register of beneficial owners”.

 

In most jurisdictions this document is filed confidentially with the Government’s Company registry and is not publicly accessible information.

 

If you’re looking to incorporate an “Offshore” Company and  don’t want to risk your name being listed with the government of that jurisdiction as the “Beneficial Owner” of the Company there are 2 stand out jurisdictions worth considering ie Singapore (“SG”) and Hong Kong (“HK”).

 

Both these jurisdictions work like a tax haven jurisdiction ie they don’t tax income that is earned outside the country of incorporation (unless you incorporate in SG and bring the money INTO Singapore).

 

Neither jurisdiction has “registers of Beneficial owners” but rather they have a register of controllers.

 

Singapore’s Register of Registrable Controllers

 

Singapore doesn’t require its Companies to create/hold a register of beneficial owners per se but (like Hong Kong) Singapore Companies are required to keep a register of registrable controllers, and to make the information contained therein available to public agencies upon request.

 

A Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company.

 

Controller based on Significant Interest

 

Under Singapore (“SG ) law a controller who has significant interest in a company may include any of the following:

In the case of Companies with Share capital:

  • an individual who has interest in more than 25% of the shares; or
  • an individual with more than 25% of total voting power in the Company

 

In the case of Companies without Share capital (eg Companies Limited by Guarantee):

  • An individual who has the right to share in more than 25% of the capital or profits of the Company

 

Controller based on Significant Control

 

Under SG law a controller who has significant control over a company is defined as a person who:

  • holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;
  • holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
  • exercises or has the right to exercise significant influence or control over the company.

 

Key points about the Register of Registrable Controllers:

  • The register of registrable controllers must be maintained at a prescribed place, e.g. the company’s registered office or the registered office of the registered filing agent.
  • The register can be maintained in paper or electronic format.
  • The register of registrable controllers is stored privately by the Company and is not accessible to the general public.
  • Companies must give the Registrar and ACRA (The Accounting & Corporate Regulatory Authority) officers, as well as public agencies administering or enforcing any written law (eg the SG Commercial Affairs Department, Corrupt Practices Investigation Bureau and the Inland Revenue Authority of Singapore) access to their registers of registrable controllers upon request.
  • The information therein can only be used by public agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences).
  • Companies will have to declare with ACRA the location of the company’s register of registrable controllers when filing the company’s annual returns or annual declaration .
  • Companies can discharge their duties by sending notices to the relevant parties and recording their particulars, as well as sending further notices to any other parties that have been revealed as potential controllers. Notices can be sent and replies may be received, in electronic or hard copy format. The Company is not liable should recipients of these notices fail to respond or provide inaccurate responses.
  • A controller is required to provide and update information to the Company.

 

Hong Kong’s Significant Controllers Register

 

Hong Kong (“HK”) doesn’t require its Companies to create/hold a register of beneficial owners per se but (like Singapore) HK Companies are required to keep a Significant Controller Register “SCR”), and to make the information contained therein available to public agencies upon request.

 

Under HK law a person is deemed to have significant control over a company if one or more of the following 5 conditions are met:

 

  • The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company
  • The person holds, directly or indirectly, more than 25% of the voting rights of the company
  • The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company
  • The person has the right to exercise, or actually exercises, significant influence or control over the company
  • The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions (in their capacity as such) in relation to the company

 

The SCR is NOT filed with the HK Government and need only be kept at the company’s registered office address in Hong Kong or any other Hong Kong address with prior notification filed to Companies Registry.

 

When requested by a law enforcement officer – for the purpose of performance of functions relating to the prevention, detection or investigation of money laundering or terrorist financing – a HK Company must at any reasonable time make its SCR available for inspection by the officer at the place at which the SCR is kept and the Company must permit the officer to make copies.

 

Privacy Solution – Set up a Seychelles Foundation to act as shareholder of the Company

 

Recently the following question was put to our senior legal adviser in HK…

 

“In the above scenario, and in particular given that a Seychelles Foundation is deemed via statute to be both the legal owner AND THE BENEFICIAL OWNER of any asset it holds/owns, if a Seychelles Foundation is set up to act as shareholder of a HK Company which party’s name (or which parties names) are inserted into the SCR???

 

The answer we received was as follows:

 

“Assuming a Seychelles Foundation is the sole shareholder of the HK the Foundation is the beneficiary itself until it decides to distribute benefits. Therefore, you would only need to record the name of the Foundation as the Significant Controller in the SCR.”

 

You might also like refer to the SCR guidelines page 25-33 in particular 10.4 to 10.6 to determine whether there might be any other entities / individuals that actually exercise a significant control over the company (even though they don’t hold shares or directorships / indirectly).

 

(The HK Govt “Guideline on the Keeping of Significant Controllers Registers by Companies”

is accessible via this Link: Guideline on the Keeping of Significant Controllers Registers by Companies )

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Is a Private Foundation Superior to an Offshore Trust?

Are you looking to set up an Offshore Trust?

 

Have you looked into or considered the Private Foundation option?

 

If your reason for wanting to set up an Offshore Trust is to try and avoid tax at home on the earnings of the Trust and/or if you want to be able to exercise ultimate control over the assets handed/transferred to your Offshore Trust you might want to consider setting up a Foundation instead.

 

The main disadvantage of a Trust is most Offshore Trusts are caught by Transferor Trust Rules (which tax the movement of assets into an Offshore trust) and/or are caught by local Controlled Foreign Trust laws. Put simply if you have the means to remote control an Offshore Trust or are a presently entitled beneficiary of an Offshore Trust in many jurisdictions you would be required to declare locally and pay tax on the Trust’s earnings (or on the share thereof that you would/should be entitled to as a Trust beneficiary).

 

A Foundation is very similar to a Trust in that it’s set up by a Founder (like a Settlor in the case of a Trust) and managed day to day by a Councillor (like a Trustee in the case of a Trust) who manages the Foundation property for the benefit of the beneficiaries of the Foundation.

 

Moreover, a Foundation may get you around the tax issues as it’s a separate legal entity in its own right (ie the Foundation actually owns the assets held by the Foundation – unlike a Trustee who holds property for someone else ie the beneficiaries) and by law the beneficiaries are not entitled to the income or capital of the Foundation until the Foundation actually resolves to pay a distribution. What this means is you should be able to defer paying tax at home on any income/gains derived from investments held/made by the Foundation enabling you to reinvest 100% of that income not just the after-tax component.

 

This should also enable you to access the power of compounding  on those investment earnings meaning your net worth will grow MUCH faster than what it would were you to pay tax each year on your investment income.

 

Control

 

Often I am asked by a client “I want to set up a Trust to protect my assets and for the benefit of my children… How can I control what the Trust invests in and who is to benefit and when?”

 

In short if you want to have maximum control (of what would otherwise be your Trust Estate) without effecting the legal integrity of the entity/structure the preferred form of entity again would probably be a Private Foundation.

 

Why?

 

Because if/where a Trust is used any time you want the Trust to do something (eg buy/sell an asset, add/remove a beneficiary, etc) you need to work through the Trustee and the Trustee has to be agreeable… (and many Trustees are extremely conservative/risk averse and/or poor/slow communicators/administrators). In short the process of getting the Trustee’s approval can be slow, painful and expensive!

 

Trusts and Foundations are very similar creatures:

 

  • A Trust is set up by/at the request of a person called a Settlor, is managed day to by a Trustee and (typically) has beneficiaries ie persons who are designed ultimately to benefit financially from the set-up of the Trust.

 

  • A Foundation is set up by/at the request of a person called a Founder, is managed day to by a Councillor and (typically) has beneficiaries ie persons who are designed ultimately to benefit financially from the set-up of the Foundation

 

Unlike a Foundation a Trust (which is in essence an arrangement between the Settlor and the trustee, almost like a contract) is NOT a separate legal entity. If a Trust owns an asset (eg a piece of real estate) the legal/registered owner of the asset is the Trustee but the beneficial owners of the asset are the beneficiaries of the Trust. Moreover, in certain circumstances, the beneficiaries of a Trust are entitled to, and thus can compel the Trustee to pay the beneficiaries, a distribution. This can potentially leave Trust property at the mercy of any of the beneficiary’s Judgment creditors AND it leaves a door open for a local taxman to sneak through and try and tax the beneficiary’s share of the Trust’s earnings (ie the Trust and or any Company it might own would probably be caught by CFT/CFC rules)

 

A Foundaton on the other hand is a separate legal entity. It can sue and be sued in its own right. If a Foundaton owns an asset the Foundation itself is presumed at law to be both the legal owner AND THE BENEFICIAL OWNER of any asset the Foundaton holds. AND the beneficiaries of a Foundation have no interest in Foundation property/no entitlement to a distribution unless or until such time as the Foundation Council resolves to pay them a distribution. Only then should a beneficiary (potentially) be liable to declare/pay tax ie on the distribution then paid to him or her by the Foundation.

 

Why?

 

Because CFT rules and CFC rules are based on the presumption of beneficial ownership. If you aren’t/can’t be classified at law as the beneficial owner of the income producing asset – and/or if you’re not entitled to receive a distribution from the asset owner – it stands to reason that the entity that owns the asset shouldn’t be classified as a CFT/CFC.

 

Moreover with a Foundation, (and this will be of particular interest for persons who want to maintain maximum control over their Offshore Trust/Foundation) the Foundation Councillors rights/powers can be reserved at settlement to the Foundation Founder; + where a “Nominee” Founder is deployed (eg so that the actual Founders name doesn’t appear on the public record/publicly accessible record as Founder) the rights reserved to the Nominee Founder can be assigned to you (ie the person who authorized the set up of the Foundation) or any 3rd party of your choosing (for more details, check this link: https://www.dropbox.com/scl/fi/vg8bze1p0nlf9uotinxtl/What-Powers-Can-Be-Reserved-to-a-Founder-Assigned.docx?rlkey=obxkgxlgt1q4m4npcg18ttolq&st=z5ctn3cy&dl=0 ).

 

In short, with each passing year, we are seeing more and more clients choosing to set up Private Foundations rather than Offshore Trusts. Hopefully having read the above verbage you can see why!

 

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

 

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.