Offshore Company Jurisdictions

CHOOSING YOUR OFFSHORE COMPANY JURISDICTION

Most Offshore Service Providers have a list of traditional selection criteria, which hasn't changed for years. The Offshore, however, has moved on. We will outline the traditional criteria later, but the more important criteria are as follows:

CORPORATE STRUCTURE

If you require Bearer Shares, there are only certain jurisdictions which still allow "true" bearer shares; currently Antigua, the Seychelles, Panama, and Marshall Islands. Other jurisdictions advertise bearer shares but they are not "real" bearer shares. They must be kept at the Registered Office and the owner of the so called bearer shares must be identified. This type of bearer share is not recommended as the beneficial owner is known and it is difficult to transfer ownership as you do not have possession of the shares.

Most offshore company jurisdictions allow Corporate Directors but not all, so you should check whether the jurisdiction you have selected allows such Directors.

Some jurisdictions require a minimum of two or three Directors rather than just one. This can make your corporate structure very unwieldy and time consuming to get things done, unless you use Maritime's nominee Director facilities.

Only certain jurisdictions offer LLC's, while all jurisdictions offer the traditional Offshore Company or IBC, sometimes called an Exempt Company.

BANKING

Assuming you wish to open a corporate bank account, the jurisdiction you choose will limit the availability of banking options. All international banks have varying requirements and will not accept certain jurisdictions. There is no consistency and each bank is different. Most banks will not accept jurisdictions which are on the FATF or OECD "blacklists". Currently there are no countries blacklisted by the FATF, but this could change at any time.

Another factor relates to Apostilles. If the bank you choose requires the incorporation documents to be apostilled, then you will need to incorporate in a country which has signed the Hague Convention on Apostilles.

Maritime International Ltd will guide you on these matters and arrange an appropriate combination of jurisdictions and banking fitting your requirements.

INVESTMENTS

As above, if you intend to invest through your Offshore Company, using managed fund accounts provided by various financial institutions, an appropriate jurisdiction must be selected.

LANGUAGE

Most Latin American offshore centers issue incorporation documents in Spanish with an English translation. This is advantageous if you are dealing in Latin America or Spain. It is usually not a problem in North America or Western Europe but it can be a problem in Eastern Europe and Asia, if you are signing major contracts. The reason is that the legal language of the incorporation documents is Spanish, despite the fact that there is an English translation. This sometimes makes companies hesitant about what legal problems may arise later, if there is a contract dispute. Often, however, this can be resolved by having a new translation with a translator acceptable to both contracting parties.

THE EU SAVINGS TAX DIRECTIVE

Besides the EU countries, the Directive also covers all the EU territories and dependencies and therefore includes the major offshore centers in the Channel Islands (Guernsey, Jersey and the Isle of Man) and the Caribbean territories (Anguilla, Bermuda, BVI, Cayman Islands, Montserrat and Turks & Caicos). The Directive came into effect on 1 July, 2005.

The Directive requires all EU states and territories to provide for automatic information exchange on tax matters, concerning EU citizens and residents. For example, a bank in BVI holding an account for a German resident, will be required to report that information to the German authorities.

At this stage, The Directive only applies to personal accounts, not to corporate accounts. It seems likely, however, that in due course, corporate accounts will be included. It would therefore be prudent to take the Directive into account when choosing a jurisdiction for the long term.

THE TRADITIONAL CRITERIA:

POLITICAL & ECONOMIC STABILITY

This is a fairly obvious requirement. All the offshore company jurisdictions offered by Maritime International Ltd have complete political and economic stability.

LEGISLATION

The jurisdiction’s legislation should be modern, up to date and specially desired for offshore companies. It should have few restrictions and allow the offshore company full legal freedom to engage in any legal business. It should also provide for confidentiality and complete privacy. Maritime International Ltd has chosen the jurisdictions best meeting these requirements.

CORPORATE STRUCTURES

The jurisdiction's legislation should provide for the following desirable corporate features:

1. Limited Liability
2. Limited Director's liability
3. Minimum statutory filing obligations; and no requirement for financial statements (audited or otherwise) to be provided to the Government
4. Nominee Directors and nominee Shareholders allowed
5. Corporate Directors and Corporate Shareholders allowed
6. Bearer shares allowed
7. No disclosure of beneficial owner to Government authorities
8. No public record of Directors and Shareholders
9. Low capital requirements; No paid up capital requirements; Annual Government fees not based on amount of share capital
10. Director and shareholder's meetings allowed to be held anywhere in the world; and meetings may be held by telephone
11. All common suffixes denoting limited liability to be allowed

Few jurisdictions meet all the above desirable features. Maritime International Ltd's website shows which features are applicable to which jurisdiction. Contact us to determine the jurisdiction with the best mix of features, meeting your requirements.

AVAILABILITY OF PROFESSIONAL SERVICES

Good legal and accounting services should be available within the jurisdiction, but such services can be retained anywhere, depending upon the circumstances. They do not have to be within the jurisdiction.

COMMUNICATIONS

It is more important to have good communications with your Offshore Services Provider, than it is with the jurisdiction. Regardless of where you have your offshore company, it is Maritime International Ltd with whom you would communicate. We, of course, have excellent international telephone services, broad band high speed internet and the usual couriers (UPS, FedEx, DHL, etc.).

BANKING

We do not recommend that you open a bank account in the same jurisdiction in which your company is incorporated. Banking services in the jurisdiction of incorporation is, therefore, not material to the choice of Jurisdiction.

LAW OF THE JURISDICTION

The law of the jurisdiction can be:

• English common law
• European civil law
• US law

Most offshore jurisdictions operate under English common law or a variant thereof. European civil law jurisdictions are much more restrictive than English common law jurisdictions, and should be avoided where possible.

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