Offshore Company Setup
If you are planning to setup an offshore company,
it is essential that you should have complete knowledge of the process of
offshore company incorporation. You will find many professionals in the
offshore industry who are extremely competent at dealing with any aspect of
offshore corporation paperwork.
The steps or process involved in offshore company setup is more or less
similar to the formation of a limited company. The first step in this direction
is the filing of the Memorandum of Association with the concerned Registrar.
The MOA tells us the company’s name, the details of its registered office, the
nature of business, and its authorized capital.
Based on these details, the company is registered. Upon successful registration,
the Registrar issues a Certificate of Incorporation which is a document that
tells us that the company came into legal existence on that particular date.
The Certificate of Incorporation is a document which confirms that the offshore
company in question has been properly organized and registered under the laws
of the place of jurisdiction.
The incorporator signs a document appointing the first director of the company.
The appointment is issued in the form of a simple document and mentions the
name of the first director who has been appointed. The document is signed by
the offshore company incorporator. The incorporator’s signature on the document
is verified by a notary public. Other directors are then appointed and the
board of directors holds the first meeting and passes initial corporate
resolutions.
Another important document is the Minutes of the First Meeting of Directors
which provides a written record of the very first meeting of the offshore
company’s board of directors. It is in this first meeting that the company’s
By-laws and the company’s corporate seal are adopted. It also adopts the
company’s bankers in this meeting. The company seal is used for sealing share
certificates, minutes of the meetings and other important documents.
The By-laws are also known as Articles of Association and it is looked on as
the company’s constitution. The Articles of Association regulate the internal
operations of the offshore company and give information on the following
matters:
• Issue and transfer of shares
• Meetings and voting of members
• Appointment of directors
• Powers of the directors
• Books and records
• Dividends
A certificate of incorporation will have an Apostille attached to it. An
Apostille is a certificate issued by the relevant authority which guarantees
the Certificate of Incorporation. An apostilled Certificate of Incorporation
ensures that it is recognized as valid outside the country of incorporation.
This document is necessary if you plan to open the offshore company account
outside the country of incorporation. It is also necessary if you plan to
transfer property into the company’s ownership.
It is mandatory for the offshore company to maintain a record called the
Register of Directors. The Register contains information pertaining to past and
current directors of the company. The Register essentially contains the
following information:
• Names and addresses of the persons who are directors of the company.
• Date of appointment of each director.
• Date on which the person ceases to be a director.
A Register of Shareholders lists the owner of shares in the offshore company.
The register records the names and addresses of all shareholders, the number of
shares held by each shareholder, issue of shares to shareholders, transfer of
shares to/by shareholders, and repurchase or redemption of shares from
shareholders. The company can issue shares up to the amount authorized by the
Memorandum of Association.
A Certificate of Good Standing is a certificate issued by the Registrar of
Companies which states that a company is in legal existence as on the date of
the certificate.
These guidelines should be sufficient for successful offshore company setup of your offshore company.