Offshore Company Formation & Asset Structuring

Bermuda, British Virgin Islands, Cayman Islands

St Vincent & The Grenadines

An offshore company, trust or partnership either alone or when combined with a Malta equivalent, can – depending upon your circumstances – provide legitimate tax minimisation and optimisation for both commercial, business and personal tax and asset structuring.

 

St Vincent Flag RoundSt Vincent & The Grenadines

Our Offshore Jurisdiction of Choice

Key features of the International Business Company are as follows:

General Information St. Vincent and the Grenadines
Company Law InternationalBusiness Companies (Amendment and

Consolidation) Act, 2007; Limited Liabilities Company

Act 2008
Type of Company InternationalBusiness Companies;

Limited Liability Companies
Language of Legislation and Corporate Documents English
Exchange Control No
Length of Time to Incorporate 1 to 2 working days
Government Registration Fee USD 225.00
Shelf Companies Available Yes, from Registered Agents
Corporate Names
Name Restrictions Names identical or similar, Queen Elizabeth II or members of the Royal Family, suggest connections to a Political Party, University, Professional Association, andas prohibited by the Regulations
Endings and Abbreviations Required Ltd., Limited, Incorporation, Inc., Corp., SA,LLC
Length of Time to Verify Name Availability Immediately available online to Registered Agents
Reservation of Names Permitted Yes – 3 working days free, fees apply for longerperiods
Language of Name Any language, Thename of an   IBC or LLC can be in anylanguage once The Registrar is provided with a translation of what is written.

The COI will reflect both the foreign language and English translation.
Name of Banks, Insurance, Investment Fund, Trust Company ortheir Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders One
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders Shareholdersinformation is not submitted to the Registrar but must be held and verifiedby the Registered Agent
Minimum Authorised Shares to be Issued One
Bearer Shares Permitted Yes
Registered Shares Permitted Yes
Number Par Value Shares Permitted No
Directors and Company Secretary
Minimum Number of Directors One
Minimum Number of Company Secretaries A company secretary is not obligatory
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary If so desired – Not a requirement
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings If the company hasonly one director, that director

present in person shall form a quorum at a meeting

of directors
Local Requirements
Registered Office/Agent Registered agent required
Register of Directors / Officers to be kept at Registered Office Yes, at registered agent’s office
Company Seal Required May adopt a seal orstamp if the directors so resolve but not legally required
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual Government Fee or Franchise Tax Annual renewal feefor IBC USD100.00 and

penalty for late renewal
Requirement to File Annual Return No Annual Returns are required to be filed
Requirement for Financial Audited Accounts No
Requirement to file Financial Statements No filing ofstatements is required   but an IBC shall keep such accounts and recordsas the director consider necessary to reflect the true financial position ofthe company
Requirement to file Tax Return No as IBCs and LLCs are not liable for any localtax
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares By Amendment to the Articles of Incorporation
Appointment or Removal of Director(s) By Resolution of Shareholders or Directors
Redomiciliation Permitted Yes
Reinstatement at Registry Yes – Certificate of Restoration
Removal from Registry Liquidation andDissolution by Court, Compulsory

Winding up, Voluntary Winding up and Dissolution, or Strike Off by Registryfor non-payment of fees
Corporate Tax No as IBCs and LLCs are not liable for any localtax
Double Taxation Agreements None as IBCs and LLCs are not liable for anylocal tax

Cayman Flag Round

Cayman Islands Ordinary Non-Resident Company

An ordinary non-resident company must not conduct any business within the islands. This form, or that of the exempt company, is the usual choice for offshore operations. The Financial Secretary will grant a certificate of non-residence if he is satisfied that the company does not and will not trade within the Caymans. The company is then relieved of the licensing requirement and the need to provide lists of shareholders to the Immigration Department. An annual list must still be provided to the Registrar, but it is quite usual to appoint proxies.

The normal minimum capital requirement is KYD42,000, and the minimum capital duty levied on incorporation of a nonresident company and annually thereafter is KYD575; for higher capital the rate is KYD815. There are no restrictions on the location of general meetings or of directors or the secretary, if there is one, except that one shareholders’ meeting must be held in Cayman each year.

Records of members, directors, mortgages and charges must be kept. Financial records must be maintained although no audit is necessary and there are no filing requirements.

Ordinary non-resident companies can apply to convert to exempted companies.

Cayman Islands Exempt Company

This form, or that of the exempt company, is the usual choice for offshore operations. The Financial Secretary will grant a certificate of non-residence if he is satisfied that the company does not and does not intend to trade onshore. The company is then relieved of the licensing requirement and the need to provide lists of shareholders to the Immigration Department. An annual list must still be provided to the Registrar, but it is quite usual to appoint proxies.

  • An exempted Caymans company does not have to use Ltd or Limited in its name;
  • it may issue bearer shares in addition to registered shares, but they must be held by an authorized depositary;
  • it has to hold one directors’ meeting a year in Cayman (but may use proxies);
  • it does not have to hold a shareholders’ meeting in Cayman;
  • it need not file a list of shareholders annually, and does not even have to keep such a list;
  • it may obtain a Certificate of Tax Exemption (ie against any future Cayman taxation)

The differences between a non-resident company and an exempted company are as follows:

  • An exempted Caymans company does not have to use Ltd or Limited in its name;
  • it may issue bearer shares in addition to registered shares, but they must be held by an authorized depositary;
  • it has to hold one directors’ meeting a year in Cayman (but may use proxies);
  • it does not have to hold a shareholders’ meeting in Cayman;
  • it need not file a list of shareholders annually, and does not even have to keep such a list;
  • it may obtain a Certificate of Tax Exemption (ie against any future Cayman taxation)

A revision to the Companies Law in 2007 removed the need for exempted companies to hold an annual meeting in the Cayman Islands.

An exempted company (or limited duration exempted company) is the normal form of choice for collective investment vehicles. Incorporation and annual fees depend on capital as follows:

  • KYD600 for capital less than KYD42,000
  • KYD900 for capital between KYD42,001 and KYD820,000
  • KYD1,884 for capital between KYD820,001 and KYD1.64m
  • KYD2,468 for capital over KYD1.64m
  • KYD150 annual licence fee for companies located in Cayman Enterprise City

British Virgin Islands

Under the Companies Act, a company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company’s debts. The Articles can provide for the members to have differing ‘shares’ of the assets and liabilities.

The Company Limited by Guarantee has certain advantages, including that there is no list of members on the annual return, and that control over assets can be achieved without the use of shares; in some jurisdictions, profits realised from such companies are classified as capital gains rather than as income. Specialist advice is required by anyone considering the use of a company limited by guarantee.

several different types of companies can be incorporated. These are:

  • Companies limited by shares. Likely to remain the most popular form of BVI company. (For more detailed information, see the British Virgin Islands International Business Company section below);
  • Companies limited by guarantee not authorised to issue shares. This corporate form is likely to prove useful for not for profit organisations;
  • Companies limited by guarantee authorised to issue shares. This ‘hybrid’ type of company provides greater flexibility in structuring transactions, as a result of its combined equity and guarantee membership;
  • Unlimited companies authorised to issue shares. This structure provides greater transparency, as it is possible to look through the company to its shareholders; and
  • Unlimited companies not authorised to issue shares. This type of company could be used to ensure effective estate planning.

The fee payable on incorporation is USD100, and annual registration fees are as for companies limited by shares.

Under the International Business Companies (Amendment) Act 2003, from December 31, 2004, all international business companies (IBCs) located in BVI are required to establish and maintain a Register of Directors, and must appoint their first director within 30 days of the IBC’s incorporation. As from 2007, all IBCs are known as BVI Business Companies. Other statutory requirements remain minimal, and flexible:

  • Only one director and one shareholder are required;
  • Shareholders, directors and officers need not be resident in the BVI and there is no stipulation as to their nationality;
  • There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency (bearer shares now have to be deposited with an authorised intermediary, who must record the identity of the beneficial owner);
  • Accounts need not be kept; however, if they are kept there is no requirement for an audit;
  • No returns are needed of shareholders, directors or officers;
  • Shareholders’ and directors’ meetings need not be held in the BVI and can be held by telephone;
  • The Memorandum and Articles of Association are the only documents to be held on the public record.
    • No business may be transacted with residents in the BVI;
    • No ownership interest in real property in the BVI is permitted; property may be leased for office use only;
    • Banking or trust business may be carried on only if an appropriate license is issued;
    • Likewise, a licence is required to carry on insurance or re-insurance business;
    • Engaging in the business of company management or providing registered facilities for BVI incorporated companies is not permitted.
    • Authorised Capital
      Fee
      Up to USD50,000
      USD350
      Over USD50,000
      USD1,100
      No authorised capital
      USD350
      Below USD50,000 and some or all of the shares have no par value
      USD350