Set of documents and administrative staff of classic offshore company
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Set of documents and administrative staff of classic offshore company

During the process of an offshore company registration an administrator (agent) may ask you to provide additional documents list of which shall be determined individually. Set of documents of an offshore company may differ in some way from the list below depending on the chosen jurisdiction and business ownership form of the company.

After a registered agent performs an offshore company registration a client receives the following documents:

  1. Certificate of Incorporation of the offshore company (original);
  2. Memorandum and Articles of Association (original);
  3. Set of documents with apostille containing:
    • copy of the Certificate of Incorporation of the offshore company;
    • copy of the Memorandum and Articles of Association of the offshore company;
    • resolution to appoint first director of the offshore company.
  4. Resolution to issue share certificates of the offshore company;
  5. Share certificates.

In any case there is a document confirming the fact of registration of the company in a register of legal entities. This may be:

  • Certificate of Incorporation, like in Cyprus and Great Britain;
  • Extract from Chamber of Commerce, like in Holland, etc.

And the same applies to the founding documents of the offshore company which may be:

  • Memorandum and Articles of Association of limited liability companies, and
  • Partnership Agreement of limited liability partnerships.

In a number of offshore jurisdictions some special statutory documents may be included in the set of documents delivered to a client. For instance, in Cyprus the Registrar issues Certificate of Registered Office, Certificate of Directors and Secretary, Certificate of Shareholders.

If your offshore company uses services of a nominee director or nominee shareholder, additional documents are issued. Those documents are meant to ensure interests of the beneficial owner (real owner of the offshore company) in case of conflict with the nominees. The documents are:

  • backdated director’s letter of resignation;
  • resolution to approve director’s resignation;
  • declaration of trust.

Management bodies of a classic offshore company: shareholder and director.

In most offshore jurisdictions presence of at least one director and one shareholder, which may be the same person, is necessary and sufficient. Shareholders of an offshore company may be individuals or legal entities, and there are requirements for residency of directors (very seldom).

Legislation of offshore jurisdictions does not normally have special requirements for number of directors of a company; their minimum number is usually recommended. In most those countries one director who is resident in any country is sufficient.

There is an interesting issue of recognizing a company as a tax resident in case of a resident director. In each country this issue is resolved differently. There are two main criteria to determine tax residency of a company:

  1. place of registration of a legal entity, in this case offshore company (for instance, like in Great Britain, the BVI, Nevis, Panama);
  2. place of effective management of a company that must meet a number of criteria. In this case the main indicator is location of the main executive body of a company (director or board of directors), place where basic decisions concerning company management are taken, place where company’s files, registers, archives are kept, place from where offshore company’s settlement account is managed. Cyprus can be taken for example. In this case the fact that director is resident in Cyprus increases the chances of company’s recognition as a tax resident of the country.

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