How To Change Management Of An Offshore Company


If you want to change Administrator/Manager of your IBC what must happen is the Director (or Board of Directors as the case may be) must pass a resolution formally authorizing a change of Company Manager + a Change of Director and Shareholder (eg if you wish to change the Nominee Director/Shareholder).


If you wish to change shareholder a share transfer must also be drafted and signed by the outgoing shareholder.


If you are the Director of the Company then it is easy. If your current Manager is providing a Nominee Director but is (or becomes) uncooperative what you may have to do is use documents in your possession to force a change of Director temporarily to yourself just so that the above resolution can be passed.


OCI can do all the work required and or manage the process for you. First you will need to hire us.  The procedures that we must undertake in order to move forward would be as follows:


1.      You will need to email us:

  • a fully completed and signed order form
  • certified copies of an ID doc (copy passport) and proof of residential address (eg bank/card statement or recent utility/tax bill) for each of the underlying beneficial owners of the company
  •  written/dated instructions to change Registered Agent/Corporate Service Provider (“CSP”).


2. Once we have the above we will draft the necessary resolution/s authorizing the change of Registered Agent//Memo and Articles etc and forward that to you/the Company Director for signature and then to the outgoing Registered Agent/Corporate Service Provider.


3. Once we have received the signed meeting resolution we will then email the existing Agent/CSP to advise that we have instructions to change Registered Agent/CSP attaching an undertaking to meet fees, file transfer Resolution/s and provide copies (NOTE: We will file only an extract of the resolution so the Director’s etc name does not appear anywhere on the registry’s records)


4. The outgoing Agents (assuming their fees have been met to date) should then fax us and/or the registry a letter consenting to a change of Registered Agent


5. We will then have our people on the ground attend the registry with meeting extracts (& amended Memo and Articles if required) to settle the change of Registered Agent/Office


6.  The registry will usually fax us within 48 hours to confirm that the change of Agent/Office has been recorded


7. We will then have our people attend the registry within 24 hours to collect the filed change of Registered Agent/Office extract Resolution. Once we have those docs we will email you a letter to advise that change of Agent etc has been formally recorded/finalized


8. We will then airfreight (or courier if you require, please advise) a copy of the filed/sealed Extract and filed/sealed amended Memorandum and Articles (as/if required)


9. We will then contact the outgoing Agent to request the original file and then collect same


10. We will start and keep registers for Directors/Secretary/Shareholders.


The fee we charge for attending to all this is circa $US450 (payable in advance).


Fee/s as quoted includes all of the above + provision of registered agent/office services until the company’s next annual renewal date. If an amended Memo and Articles is required (ie updated by showing the new Registered Agent address/Office address) you would need to advise us.


Kindly note if you require us to supply Nominee Director or Shareholder (or other) services Nominee’s appointment and or etc fees will be additional to the above. (If you’re interested in changing offshore service providers) if you can confirm what you require exactly by way of nominee or other services we will happily forward you a firm quote.




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