Category Archives: Company- Management

In essence affiliate marketing involves a Product/Service Seller paying a commission to other online entities, known as affiliates, for referring new business to the Seller’s website. Affiliate marketing is performance-based, which means affiliates only get paid when their promotional work actually results in a sale.

 

Affiliates can be any kind of site, but usually they tend to be bloggers or other content sites related to the merchant’s industry. Affiliates work to introduce their visitors to the Seller’s brand. They might write/blog a post about a new product or promotion on the Seller’s site, feature banner ads on their site that drive people to the Seller’s site, or offer visitors a special coupon code. If buyers come from that affiliate’s site and make a purchase, the affiliate gets paid.

 

Traditionally many affiliate programs were comprised of coupon and loyalty sites. As the industry has matured, content bloggers have come to play a more prominent role in many programs. Innovative programs are stretching the definition of an affiliate even more, partnering with schools, nonprofits, and individual professionals.

 

An Affiliate Marketing Business is but one example of an Online Business.

 

Online Businesses are difficult to tax.

 

Why?

 

Often an order is placed with one business, product is manufactured by a 2^nd business and fulfillment (ie product delivery/dispatch) is provided by a 3^rd business. This is completely different to a traditional point of sale (ie retail) business where typically the business is managed/controlled from and, the product is handed over/payment made in, a defined physical location. Clearly in the retail situation offer and acceptance are concluded (and consideration is tendered) in the one place leading to a taxable event in that locale.

 

Generally speaking as a matter of contract law when you have offer and acceptance (& assuming you have legal capacity to contract + intention to create legal relations + consideration) a contract is formed.

 

Under general tax law principles a taxable sale is made where the contract is concluded. It follows therefore if the seller concludes the contract (ie accepts the buyer’s offer) and is based in a zero tax country and the product or service is supplied digitally (ie on or via the Internet) no tax will be applicable (either in the buyer’s or the seller’s jurisdiction) to/re profit made on the sale .

 

An online businesses requires no physical presence: the Seller becomes entitled to a payment once certain events conclude electronically. The sale is effectively concluded in cyberpace. This affords the Seller an opportunity to determine as a matter of contract where the sale is concluded. Hence expertly drafted terms and conditions can provide that no contract is formed until the seller Company communicates acceptance of the buyer’s offer, meaning that the contract is concluded where the Seller Company/Business is domiciled and/or managed from.

 

More specifically, in the case of an Affiliate Marketing business an Agreement is entered into between the Seller and the Affiliate whereby the Affiliate becomes entitled to payment once certain events occur in Cyperspace. The source of the income is in effect the contract. Thus if the contract is effectively concluded, and the Affiliate Marketing Business is domiciled in, (and seen to be managed and controlled from) a nil tax jurisdiction (and provided the Company is structured/administered a certain way) it is possible to bank profits made from such ventures free from tax.

 

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

 

 

 

 

 

 

 

Bitcoin mining is a process that anyone can participate in by running a computer program. Although Bitcoin can be mined using a traditional computer, some businesses have designed specialized Bitcoin mining hardware that can process transactions and build blocks much faster (and more efficiently) than regular computers. The process of validating transactions and committing them to the blockchain involves solving a series of specialized math problems.

 

Each Bitcoin miner is competing with all the other miners on the network to be the first miner to correctly assemble the outstanding transactions into a block by solving those specialized math problems. In exchange for validating the transactions and solving these problems, Bitcoin miners are rewarded for all of the transactions they process. They receive fees attached to all of the transactions that they successfully validate and include in a block. In addition to transaction fees, miners also receive an additional award for each block they mine.

 

This block reward is also the process by which new bitcoins are created, as specified by the Bitcoin protocol.  Currently, that reward is 12.5 new bitcoins (worth over $US51,000 at time of writing) for each block mined.

 

Because the reward for mining blocks is so high, the competition to win that reward is also high. At any moment, hundreds of thousands of supercomputers all around the world are competing to mine the next block and win that reward. In fact, the total power of all the computers mining Bitcoin is over 1000 times more powerful than the world’s top 500 supercomputers combined. And the competition doesn’t stop—the Bitcoin network has gotten stronger and stronger over the past several years, growing by as much as 10 percent per month.

 

The block reward if received by you personally would of course be classified as assessable income where you live (taxable income = assessable income less allowable deductions). If you want to minimize the tax that would otherwise be payable on those rewards what you can do is:

 

1. Set up a tax free Offshore Company eg an International Business Company (“IBC”)
2. Include a (tax haven based) Nominee Director and Nominee Shareholder as part of the Corporate structure so that the Company is seen to be managed and controlled from Offshore
3. Have the IBC buy the Computer and operating software
4. You lease the computer and the software
5. All such lease payments would be received Offshore and banked tax free
6. You could/would/should claim a tax deduction at home for those lease payments

 

Alternatively you could establish the IBC as a Bitcoin mining Company and have it employ/engage you as an authorized miner. You could be paid a percentage of fees generated or a fixed rate or a combination of the 2. The income you generate from this would of course be assessable income where you live, but the remainder of Bitcoin mining profits could be banked and or reinvested Offshore potentially tax free.

 

Domestic laws can effect the viability of such a structure. Hence you should seek local legal and financial advice before committing to incorporate an IBC for such purposes.

 

 

Paris: France is working with Germany and other partners to plug loopholes that have allowed US tech giants like Google, Apple, Facebook and Amazon to minimise taxes and grab market share in Europe at the expense of the continent’s own companies.

 

France will propose the “simpler rules” for a “real taxation” of tech firms at a meeting of European Union officials due mid-September in Tallinn, Estonia, French Finance Minister Bruno Le Maire said in an interview in his Paris office on Friday.

 

“Europe must learn to defend its economic interest much more firmly – China does it, the US does it,” Mr Le Maire said.

 

“You cannot take the benefit of doing business in France or in Europe without paying the taxes that other companies – French or European companies – are paying.”

 

The push reflects mounting frustration among some governments, regulators and, indeed, voters, at the way international firms sidestep taxes by shifting profits and costs to wherever they are taxed most advantageously – exploiting loopholes or special deals granted by friendly states.

 

Germany and France discussed tax issues at a joint Cabinet meeting last month and Germany can be expected to discuss specific proposals after its national election on September 24, Denis Kolberg, a finance ministry spokesman, told reporters in Berlin on Monday.

 

The European Commission last year ordered Apple to pay as much as €13 billion euros plus interest in back taxes, saying Dublin illegally slashed the iPhone maker’s obligations to woo the company to Ireland. Apple and the Irish government are fighting the decision.

 

The clampdown on tech firms is part of French President Emmanuel Macron’s muscular approach to ensuring a level playing field, after seeing first hand during his election campaign how French firms struggle to compete with countries where taxes and social security payments are lower.

 

To that effect, Mr Macron is renewing a broader call for the 19 euro-area states to better align their tax systems.

 

Mr Le Maire said that Mr Macron’s pledge to lower corporate taxes to 25 per cent by the end of his five-year term should be seen as an opening gambit in this process. He urged countries with lower tax rates to raise them.

 

France is making “a considerable effort,” Mr Le Maire said. “We’re asking other member states of the euro zone to make a similar effort in the other direction.”

 

Again, the country’s historic alliance with Germany is at the heart of Mr Le Maire’s plan to bring around other EU countries. He said once the euro area’s two biggest economies are aligned, that would be the basis for a wider convergence.

 

“The objective is a common corporate tax with Germany in 2018 which should be the basis for a harmonisation at the level of the 19 member states of the euro zone,” he said.

 

Germany’s corporate tax rate is currently between 30 percent and 33 per cent, according to Deloitte.

 

Mr Macron is also cutting taxes on financial wealth, dividends and capital gains, while simplifying labour rules as he tries to make the country more attractive for investors.

 

Bloomberg

 

Where a Seychelles company has only one member who is an individual and that member is also the sole director of the company, notwithstanding anything contained in the memorandum or articles, that sole member/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the company as a reserve director of the company to act in the place of the sole director in the event of his death ie per section 135 of the new Seychelles IBC Act (which can be viewed via this Link: http://www.fsaseychelles.sc/index.php/download/send/3-legislations/46-ibc-act-2016 ).

 

The nomination of a person as a reserve director of the company ceases to have effect if:

(a)        before the death of the sole member/director who nominated him: (i) the person resigns as reserve director; or (ii) the sole member/director revokes the nomination in writing; or

(b)        the sole member/director who nominated him ceases to be the sole member/director of the company for any reason other than his death.

 

The procedure is:

 

1. We would need to collect via email and review DD/KYC re the reserve Director per the requirements
2. We would draft and arrange for the reserve Director sign a Consent to act as Reserve Director
3. We/you would call a board meeting for your IBC and pass a resolution at the meeting authorizing the appointment of the Reserve Director
4. We would then note the Company’s statutory records re the appointment of a/the Reserve Director
5. We would then advise the Reserve Director that he/she has been formally appointed

 

 

A lot of people think that all they have to do to legally avoid paying tax in their Home Country on their non-local earnings is set up a tax free Offshore Company (eg an International Business Company ie IBC).

 

But depending on where you live there is at least 1 (and possibly 2) other hurdle(s) you’ll need to jump in order to achieve your aims.

 

The first thing you’ll need to address is Management and Control. In short if your tax free Offshore Company is seen to be managed and controlled from onshore it can be taxed onshore. How that issue can be addressed is by deploying a (tax haven based) Nominee Director and Nominee Shareholder as part of the Corporate Structure.

 

But that isn’t going to fully address the issue if you live in a country which has a Controlled Foreign Corporation Law.

 

A Controlled Foreign Corporation (or CFC) Law is a local law which purports to tax onshore income or capital gains made by Companies incorporated Offshore but which are controlled from onshore. Most western countries have them (see below which lists ALL countries with CFC laws presently).

 

Essentially how a CFC law works is if an individual owns or has the capacity to own the overriding majority of shares in an Offshore Company (the percentage of which varies from country to country) the that person is required to declare in his local tax return profits made by the Offshore Company.

 

How CFC laws came about was around 30 years ago the big western countries began to realise that certain of their citizens were using nil tax Offshore companies to avoid having to pay tax at home on their non-local sourced (ie international) income. In particular the CFC laws target the use of Nominee Shareholders and Directors. If you live in a country which has CFC laws (regardless of whether you are the director/shareholder of the Company or not) if you have the capacity to own and control the company by reference to shareholdings then you would be required to declare and pay tax at home on your Offshore Company’s earnings.

 

There are several ways to get around CFC laws. Historically clients used commonly to deploy an Offshore (Discretionary) Trust to own the shares of the Offshore Company. However with more and more “Onshore” tax systems claiming tax from any Trust with an onshore resident beneficiary discerning clients these days usually prefer to establish Private Foundations (in particular Seychelles Foundations) as the ultimate holding entity as such entities should not caught by CFC laws or by CFT (Controlled Foreign Trust) Laws. For more details click on these links:

 

https://offshoreincorporate.com/private-interest-foundations/

 

https://offshoreincorporate.com/seychelles-foundations/

 

https://offshoreincorporate.com/seychelles-foundations-fact-sheet/

 

Countries with Controlled Foreign Corporation (“CFC”) Laws include:

 

Argentina

Australia

Brazil

Canada

China

Denmark

Egypt

Estonia

Finland

France

Germany

Hungary

Iceland

Indonesia

Israel

Italy

Japan

Korea

Lithuania

Mexico

New Zealand

Norway

Portugal

Russia

South Africa

Spain

Sweden

Turkey

UK

USA

Venezuela

 

 

Alternative cryptocurrencies and the price of ether continue to bleed this week, as traders position themselves for what could be the biggest event trade in cryptocurrency history: a change in the Bitcoin software.

 

On July 21, a new type of software called SegWit2x will be rolled out and, depending on which Bitcoin miners – those with the computing power to verify the legitimacy of the blockchain – accept it, Bitcoin could be in for some serious price adjustments.

 

Bitcoin slumped 4.5 per cent to $US2,520 a coin on Tuesday, with its fellow crypto-assets suffering a much more pronounced selloff.

Ether, which enjoyed a hefty bull run last month, has been in virtual freefall, plummeting 8 per cent on Tuesday, extending a a 22 per cent fall in the last week.

 

Ethereum is a blockchain network allowing the transference of smart contracts; these contracts are legitimised by the ether token. From a high of $US414, ether is currently fetching $US224 a token.

 

“People are getting the hell out of ether at the moment, they don’t really know how this software fork will play out,” said one trader.

SegWit2x is a software compromise between two warring factions within the cryptocurrency community.

 

It is an extension in the size of the blockchain – a digital ledger that has struggled to cope with the increasing number of transactions and seen processing fees soar – and also paves the way for some of the workload to be spread across other, emerging protocols.

 

But whether or not miners – mostly Chinese firms with multimillion-dollar server farms – will agree to run the software is what has traders on edge. These miners argue a simple increase of the blockchain size is enough to solve the transaction bottleneck, but a group of core developers – imaginatively called Core Group – insist the cap on blockchain traffic is what keeps the network safe from cyber hacks.

 

Additionally, Core says, if some of the data is managed on other, emerging protocols, new projects could develop and further the exploration of the cryptocurrency ecosystem.

 

Miners have been vocally reluctant about the plan, mostly because a move to other protocols would ultimately diminish their influence and put at risk the millions of dollars they’ve invested to support the blockchain and verify its transactions.

 

SegWit2x is a compromise for both parties, an increase and a slight data re-distribution, but whether it is taken up by all parties remains to be seen. Some miners  may ignore the update and continue to run the original software.

 

Should this happen, the Core developers will run an agenda called UASF (user activated soft fork) from August 1, which will reject transactions not compliant with SegWit.

 

If there are large volumes of rejected transactions, then a split in the Bitcoin currency is likely to occur.

 

If this happens, there will be two blockchains with two bitcoins operating in parallel and the expectation is traders will rapidly reprice the value of both, a move expected to prompt extreme volatility.

 

How To Use a Tax Free Offshore Company To Trade Cryptocurrencies

 

Cryptocurrency Trading is an activity which lends itself well to an Offshore Corporate Structuring Plan.

 

To summarise how it would work (assuming you intend to trade your own money or borrowed money) is:

 

• You set up a zero tax International Business Company (“IBC”)

 

• The IBC opens an account with the Cryptocurrency Exchange/s

 

• You are appointed as the IBC’s authorised trader (ie you place the buy and sell orders on behalf of the company)

 

• For all intents and purposes the IBCs trading profits are generated in a nil tax environment tax free/offshore (ie provided the IBC Is structured properly)

 

• When you need some living/spending money the IBC pays you a wage, or consulting fees or a commission (eg a percentage of trading profits generated)

 

• That living/spending money can be paid to your local bank account (which means it would be assessable income wherever you are tax resident though you should also be able to claim a sizeable amount of allowable deductions eg for home office, car, equipment, insurances, travel, stationary etc etc to reduce the amount of your “taxable” income at home)

 

• If you don’t want the authorities to know how much money you are earning by way of wages you could use an anonymous ATM or Debit/VISA card to withdraw your wages from an Auto Tele Machine

 

• The majority of trading profits could be reinvested Offshore potentially tax free.

 

How To Fund Your Tax Free Offshore Company (“IBC”)

 

Depending on your individual situation there are several ways to fund an IBC:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

The Seychelles Foundation Law embodies many of the key features of the Nevis Foundation Law (many of which were borrowed from the Panama Foundation Law) but with a number of additional (in our view, very attractive) features including:

 

• In Seychelles the key powers usually held by the Foundation Council can be reserved to the Founder PLUS the rights so reserved to the Founder of a Seychelles Foundation can be assigned. This enables you to remote control your Foundation with complete privacy because normally the Founder’s name appears in the Charter (which is publicly filed as part of the registration process). However with a Seychelles Foundation you can use a Nominee Founder (who then immediately following registration assigns his/her/its rights to you via a private Deed of Assignment)
• The Seychelles law specifically states that the Foundation is both legal and beneficial owner of any assets it holds. This is (a) a fantastic tax planning feature because traditionally onshore tax authorities have taxed such entities on the basis that the beneficiaries are the beneficial owners of the entity. It also means (b) when opening bank accounts or incorporating subsidiaries that you can avoid having to declare to the bank etc the names of the beneficiaries of the Foundation (which would usually be you/your immediate family).
• The Seychelles law also states that the beneficiaries are owed no fiduciary duty by the Foundation Council (which bolsters the above proposition ie that it is the Foundation which owns the assets/income for tax purposes)

 

The Seychelles law also provides additional asset protection provisions eg:

 

• It specifically says that a transfer of property to a Seychelles Foundation, shall not be void, voidable, liable to be set aside or otherwise defective in any manner by reference to a foreign rule of forced heirship or any other written law of a foreign jurisdiction
• It also says that a transfer of property to a Seychelles Foundation, shall not be voided by the founder’s bankruptcy or by the liquidation of the founder’s property; or by any action, proceedings or other claims against the founder brought by any creditor of the founder ie Per sections 71 to 74 of the Seychelles Foundations Act (these asset protection provisions don’t appear in the Nevis law)
• A Seychelles Foundation can be capitalized with as little as $1. A Nevis Foundation’s minimum authorised capital is $10,000.
• Seychelles permits registration of a Purpose Foundation ie one where no beneficiaries are named – in the Charter you simply state that the Foundation is being set up to achieve a specific (usually charitable) purpose (eg to feed street kids in India)

 

 

 

 

 

The Australian Securities and Investments Commission (ASIC) has just released its draft regulatory guide on crowd-source funding (CSF), which allows start-ups to raise money by issuing shares to investors.

 

The new rules pave the way for start-ups to legally raise seed capital by way of “crowd funding” ie by publicly inviting small investors to participate, and take equity, in the enterprise..

 

Eligible unlisted public companies with less than $25 million in consolidated assets and annual revenue will be able to raise up to $5 million a year under the new CSF regime, which will be implemented in late September 2017.

 

But ASIC says there are a number of rules that companies, and other people involved, must comply with, including a prohibition on multiple CSF offers. 

 

Current rules state that start-ups raising money through crowdfunding can issue shares only to “Sophisticated” investors ie wealthy investors, with assets of at least $2.5 million.

 

The new CSF regime, which passed through the Australian parliament in March, means anyone will be able to invest and receive shares in a company.

 

There will however be a cap for investors of $10,000 per company each year, and a five-day cooling off period.

 

Start-ups wanting to raise money through equity crowdfunding will also be forced to register as public companies with ASIC. Unlike public companies listed on the stock market however, start-ups that go public won’t have to host annual shareholder meetings or provide audited financial statements for crowdfunded capital raisings.

 

They also won’t be subject to the same public disclosure obligations as listed companies.

 

Many companies using the CSF regime will likely be start-ups or early-stage companies that will not have experience in raising funds from the public.

 

The new laws will be implemented on September 29, following the release of the final regulatory guide.

 

It is pleasing to see a major jurisdiction being one of the first to soften the regulatory rules relating to equity participation by 3rd parties in start-up businesses. Will this lead to a flood of investment in Australian startups? Will other jurisdictions follow suit and loosen the rules regarding the marketing/availability of shares in private companies? Time will tell…

 

Acting as an Introducing Broker (“IB”) is an activity which lends itself well to an Offshore Corporate Structuring Plan.

 

To summarise, how it would work is:

 

• You set up a zero tax Offshore Company eg an International Business Company (“IBC”) with a tax haven based Nominee Director
• You are appointed as the IBC’s Authorised Representative via a Consultancy Contract
• You negotiate terms with the Broker that you will introduce to
• The IB agreement/contract is signed Offshore by the Nominee Director
• The source of the income is the contract
• Because the contract was concluded offshore, in a nil tax environment, there should be no tax payable on income generated by the contract where the Company is incorporated and potentially where you live (ie assuming you structure and administer the Company in a certain way).
• When you need some living/spending money the IBC pays you a wage, or consulting fees or a commission (eg a percentage of IB commissions generated)
• That living/spending money can be paid to your local bank account (which means it would be assessable income wherever you are tax resident though you should also be able to claim a sizeable amount of allowable deductions eg for home office, car, equipment, insurances, travel, stationary etc etc to reduce the amount of your “taxable” income at home)
• The majority of trading profits could be reinvested Offshore potentially tax free

 

Note there are other ways to access monies banked Offshore by your tax free International Business Company. Please contact us for details.

 

The State of Saint Vincent and the Grenadines (“SVG”) is as an idyllic Island Archipelago in The Eastern Caribbean Sea made up some 18 islands known historically as The Windward Islands.

 

A former British colony, SVG gained independence from the British in 1979 but retains all the key signature traits common to most ex British colonies ie English is the first language, it boasts an English system of Law/Justice and it has retained the Westminster system of government (Britain’s monarch Queen Elisabeth is the head of state, represented locally by a Governor General).

 

Whilst the key pillar of the Economy remains tourism (SVG is a popular stop-off point for cruise ships) Financial Services is a key contributor along with agriculture (primarily banana farming). SVG is also a popular and growing International banking centre with a historical commitment to preserving privacy.

 

The following is a summary and brief overview of the statutory, legal and commercial environment in St. Vincent & the Grenadines (SVG) in relation to International Business Companies (IBC’s).

 

 

1              LAW

 

SVG is a common law jurisdiction.  The legal system of St. Vincent & the Grenadines is similar in most respects to that of the United Kingdom.  SVG’s court of final appeal is Her Majesty’s Judicial Committee of the Privy Council in London, England.

 

 

2              FORMS OF BUSINESS ENTITY

 

IBC – International Business Company

 

There are five variants of the IBC as follows:

 

1.            Companies limited by shares

2.            Companies limited by guarantee

3.            Companies limited by guarantee and authorized to issue shares (ie a hybrid company)

4.            Companies limited by shares and duration (“LDC” or limited duration company).

5.            Unlimited companies

 

 

3              LEGISLATION

 

•             The key piece of Legislation giving rise to the IBC Regime in SVG is The International Business Companies (Amendment and Consolidation) Act 2007 and its regulations (A copy of the Act can be accessed via the website of the SVG Financial Services Authority, www.svgfsa.com in the section entitled “Law and Regulations”.

 

 

4              FORMATION

 

The following information is required to form a SVG Company:

 

1.            Company Name

2.            Amount of Authorised Share Capital required (ie for Companies Limited by Shares or Hybrid Companies)

3.            Type of shares required (both bearer shares and registered shares are permitted, thought bearer share certificates must be held in SVG by a licensed Custodian)

4.            Class of shares (eg ordinary shares, shares of no par value, preference shares, redeemable shares, shares with or without voting rights etc.)

5.            Due diligence information on ultimate beneficial owners

6.            Consent of Directors to serve on Board of Directors

 

 

5              CAPITAL REQUIREMENTS

 

A company can have any authorized share capital if/as desired and formation fees are not affected by the level of authorized capital.  Typically clients choose an authorized share capital of US$50,000-$100,000 but any number can be chosen. (For an explanation of what Authorised Share Capital is Click on this link: https://offshoreincorporate.com/faq/whats-the-difference-between-authorized-and-paid-up-share-capital/).

 

 

6              DIRECTORS AND OFFICERS

 

•             A SVG company must have at least one director.

•             Directors may be individuals or corporate entities.

•             Directors are not required to be resident in SVG.

•             Officers are optional.

 

 

7              CORPORATE DIRECTORS

 

•             Corporate Directors are permitted

 

 

8              ACCOUNTS

 

•             No requirements to file annual accounts with any authority

•             A SVG Company shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.

•             Accounts do not have to be audited

 

 

9              SHAREHOLDERS / MEMBERS

 

•             A company shall have at least one shareholder / member.

•             Shareholders do not have to be SVG resident

•             Shares may be held by nominees/trustees

 

 

10           CLASSES OF SHARES

 

•             Ordinary

•             Preferred

•             Multi-class

 

 

11           ANNUAL GENERAL MEETINGS

 

•             No requirement for annual general meetings of shareholders unless written into a company’s by-laws.

 

•             Subject to the Articles or By-Laws of the IBC, the Directors may convene a meeting of the shareholders at such times and at such places as the directors consider necessary or desirable.

 

 

12           CORPORATE ACTIVITIES

 

Registered Agent & Office

 

•             A SVG Company must have a SVG registered agent.

•             A SVG Company must have a registered office which can (and usually is)  the office of the Registered Agent.

 

Books and Records

 

•             A SVG Company must have a share register which shall be kept at such place as the directors may determine

 

•             A SVG Company shall keep:

 

(a)          minutes of all meetings of

 

(i) directors,

(ii) shareholders,

(iii) committees of directors,

(iv) committees of officers, and

(v) committees of shareholders; and

 

(b)          copies of all resolutions consented to by:

 

(i) directors,

(ii) shareholders,

(iii) committees of directors,

(iv) committees of officers, and

(v) committees of shareholders.

 

•             The books, records and minutes referred to above shall be kept at the registered office of the company or at such other places the directors may direct in writing

 

Taxes

 

•             SVG Companies can elect to be tax exempt (no taxes) or to be taxed at 1% on its annual profits

 

Board Meetings

 

•             No rules in relation to location of board meetings.  Board meetings can be held anywhere.

•             No rules in relation to nationality of directors.  Directors can be of any nationality.

•             Company may convene meetings of the Board of Directors at such times and in such manner as deemed necessary or desirable by the Directors.

 

 

13           REDOMICILIATION

 

SVG recognizes transfer of domicile.  Companies can be transferred into and out of the jurisdiction.

 

 

14           PUBLIC DISCLOSURE

 

•             No requirement to file names of shareholders or directors with the Registrar when incorporating companies.

 

 

15           CORPORATE CAPACITY

 

A SVG Company can engage in all types of business except:

 

1.            Banking Business (Acting as a Bank)

2.            Mutual Funds Business (Acting as a Fund)

3.            Insurance Business (Acting as an Insurance Company)

4.            Trust Business (i.e. “Offshore Representation”–Acting as a Registered Agent, Trustee or Financial Fiduciary)

 

Special licenses are required if the company wishes to engage in any of the above activities (banking, insurance, etc.).

 

Other limitations:

 

1.            A SVG Company cannot offer its goods and services to persons resident in St. Vincent & the Grenadines.

 

 

16           CERTIFICATION

 

•             Commons Seals are optional

 

•             Contracts may be entered into on behalf of an international business company as follows:

 

(a)          a contract that, if entered into between individuals, is required by law to be in writing and under seal, may be entered into by or on behalf of the company in writing under the common seal of the company, and may, in the same manner, be varied or discharged;

 

(b)          a contract that, if entered into between individuals, is required by law to be in writing and signed by the parties, may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged; and

 

(c)           a contract that, if entered into between individuals, is valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the company by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged. 

 

•             Without affecting paragraph (a) above, a contract, agreement or other instrument executed by or on behalf of a company by a director or an authorised officer or agent of the company is not invalid by reason only of the fact that the common seal of the company is not affixed to the contract, agreement or instrument. 

 

•             A document requiring authentication or attestation by an international business company may be signed by a director, a secretary or by an authorized officer or agent of the company, and need not be under its common seal.

 

 

 

17           REGISTRATION OF CHARGES

 

•             Charges on a company’s assets may be registered / filed with the Registrar.  Filing of charges is optional.

 

 

OCI SVG COMPANY FORMATION SERVICES

 

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 SVG 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 1,500

With tax effective offshore company management (ie including Professional Corporate “Nominee” Director, Shareholder & Company Secretary): + $800

 

Every effort has been made to ensure that the details contained herein are correct and up-to-date, but this does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error or omission.