OFFSHORE CORPORATIONS

Panama

For over seventy-five (75) years the Panamanian Corporation ("Sociedades Anónimas") have been recognized, world wide, as an offshore vehicle that can be successfully used in a variety of International Business, Asset Protection, Estate Planning Structures, among others.

Particular features of Panamanian Corporations:  

-          Incorporation in 24-48 hours

-          Panamanian Companies can be incorporated without regards to the nationality of its directors and shareholders.

-          Incomes generated by a Panamanian Corporation outside of the Panamanian territory are tax exempted.

-          The authorized capital does not have to be paid in full or partially.

-          There is no need to file any financial reports or tax returns with any government entity in the Republic of Panama, provided that the company does not receive income from Panamanian source;

-          Legal entities of any jurisdiction may act as directors, officers and shareholders of a Panamanian Corporation.

-          There is no need to hold annual meetings of Directors or Shareholders.

-          Directors and Shareholders may attend to the meetings personally, by proxy, by phone or by any other electronic means.

-          Three (3) directors are required, either natural persons or legal entities.

-          The officers (President, Secretary and Treasurer) do not have to be directors and one person can occupy several or all offices. Physical persons or legal entities can also be appointed as officers. Officers are not mandatory.

-          Shares may be issued to the bearer or in nominative form.  In any event, the name of the shareholder is not required to be registered in the Panamanian Public Registry, thus, ensuring total anonymity.

-          A corporation can effectuate transactions and have assets in any part of the world without the obligation of maintaining assets in the Republic of Panama.

-          Panamanian Corporations are empowered by law to conduct any lawful act.

-          Absence of exchange control.

Belize IBC

Belize's modern and up-to-date offshore legislation provides maximum flexibility in global asset protection and tax and investment planning.

Particular Features of a Belize IBC:

-          Conducts its trading and business outside of Belize.

-          Tax exempt from, the payment of all forms of local taxation, the payment of stamp duties for transactions in respect of its shares and debt obligations or other securities.

-          Absence of exchange control.

-          Disclosure of the beneficial owner(s) is not required; - share register may be inspected only by a shareholder; - nominee shareholders and bearer shares are permitted; -assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

-          Security and Confidentiality.

-          Only the Memorandum and Articles of Association are required for public records; - the registration and de registration of Registers of Directors, Members, and Mortgages and Charges is optional.

-          No minimum capital is required, no audit of accounts is required, no filing of annual returns is required, only one shareholder and one director are required, who may be a legal entity, no company secretary is required, no annual general meeting is required, meetings may be held outside of Belize, and attendants may be present therein by telephone or other electronic means;

-          Shares may be issued with or without par value and in any currency.

-          Re domiciliation into and out of Belize is permitted, registration in any foreign language is permitted.

BVI BC's

The new BVI Business Companies Act, 2004 ("the New Act") came into force on 1 January 2005. The New Act presently runs alongside the International Business Companies Act (Cap. 291) ("the Old Act") and the local Companies Act (for tax resident companies) and until 31 December 2005 it was still possible to incorporate all three types of entity. However, both the International Business Companies Act (Cap. 291) and the local Companies Act will be phased out in the near future leaving just the New Act. .

The BVI Business Corporations (BC's) was incorporated under the International Business Companies Act of 1984, which is a sophisticated piece of legislation that has made this jurisdiction one of world leader in the global offshore financial service market.

Key Features of the New Act

·         There is no longer a requirement for authorized share capital and companies may have shares of no par value. This means that any value may be applied to shares at the time they are issued rather than them having a minimum nominal value. The maximum number of shares that a company is allowed to issue is stated in the Memorandum of Association and this follows similar rules as the Old Act in terms of the fees payable on incorporation and annual license fees. The standard number of shares for most companies is therefore likely to be 50,000 shares of no par value and, providing that there are no bearer share provisions, a company with 50,000 shares will attract the minimum Government fee of US$350.

·         It is still possible to have shares with a par (nominal) value but this should be stated slightly differently in the Memorandum of Association, for example, instead of stating "US$50,000 divided into 50,000 shares of US$1.00 each" it should be stated simply as "50,000 shares of US$1.00 each".

·         Foreign character names are now recognized and companies can also be incorporated using their company number as a name, for example, "BVI Company Number 2723451 Limited".

·         Under the New Act, it will be possible to incorporate companies limited by guarantee, hybrid companies and unlimited companies with or without share capital. There is also provision for Segregated Portfolio Companies (usually referred to in other jurisdictions as Protected Cell Companies) and for a Restricted Purpose Company, designed to be used as a special purposes vehicle (SPV) for possible use in certain finance transactions or joint venture operations.

Particular features of the BVI BC

●      Easy and quick registration process;

●      It is not mandatory to submit annual Income Tax reports, financial statements,

●      It is not mandatory to celebrate annual meetings of directors or shareholders;

●      Exemption of any and all taxes in BVI

●      The companies can dedicate to any type legal business activity anywhere in the world without the need to have assets or a physical presence in BVI;

●      Directors, officers and shareholders can be either natural persons or legal entities of any nationality;

●      Companies can have one director

●      The Apostille is accepted in BVI

Commonwealth of Dominica IBC

The Dominica IBC was enacted by IBC Act 10 of June 26 of 1996 and it is one of the best offshore vehicle available:

-          Only one director required;

-          Corporate body can be Director and Shareholder of the Company;

-          One person or corporate body can be both, director and shareholder;

-          There is no requirement of the secretary of the company;

-          Barer Shares available (but have to be kept in Dominica);

-          No limitation of the amount of share capital of the company;

-          Registration and annual fees do not depend on the amount of the share capital;

-          Annual Government fee for the tax exemption is due to be paid at the date of incorporation of the company;

-          Share capital can be formed and registered in any recognizable currency;

-          There is no requirement to pay up the share capital, in whole or partly;

-          There is no requirement of audit/financial returns for the company;

-          Tax exemption for 20 years;

-          Annual meetings of shareholders and directors of the company (if more than one) could be held any where in the world. There is no requirement of personal meetings, you can do it with the electronic sources of communication;

-          Registry of the High Court of the Commonwealth of Dominica Apostilling documents itself;

-          No requirement to file any information on the director(s) and shareholder(s)

-          There is no any international agreements on the dual taxation;

-          You can use any internationally recognized ending, which states Limited Liability of the company (LTD., Limited, Corp., Corporation, Inc., N.V., S.A., GmbH, etc.)

Seychelles IBC

The Seychelles IBC was created by the International Business Companies Act of 1994. Today this jurisdiction is very popular for its simplicity, the speed of the incorporation process and the price, but it also enjoys many other benefits that you can read below:

-          Incorporation fees are fixed for life. Even if the annual renewal fees are increased in the future, a company incorporated before such an increase came into effect will not be affected adversely;

-          IBC pays no taxes in Seychelles other than the Government License fee;

-          Annual reporting (accounting, auditing) not required for IBC's;

-          Accounts need not be kept; however, if they are kept there is no requirement for an audit;

-          There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency;

-          Shares can be issued with or without par value;

-          Bearer shares are permitted;

-          Only one shareholder and one director are required. Their particulars do not appear on public record. Moreover, we could provide nominees to maintain owner's confidentiality;

-          Shareholders, directors and officers need not be resident in the Seychelles and there is no stipulation as to their nationality;

-          Directors and/or officers can be either corporate entities or natural persons;

-          There is no foreign exchange control;

-          It takes only 24 hours to incorporate an offshore company in Seychelles and the fees are the lowest on the Internet;

-          Speedy incorporation procedures and simple ongoing administration;

-          Shareholders and directors meetings need not be held in the Seychelles, can be held by telephone, may attended by proxy;

-          The Memorandum and Articles of Association are the only documents to be held on the public record;

-          There is no requirement to register initial or ongoing changes in directors and/or officers;

-          IBC's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose;

-          Not highlighted by OECD;

-          Not yet widely perceived as a tax haven;

-          Fee anniversary is 12 months from incorporation, not December 31st.

Nevis

The Nevis Corporation was created by the Nevis Business Corporation Ordinance of 1984 and is regarded by many international attorneys to be the most flexible statute available from any offshore center.

The Ordinance features:

·         Based upon British and US company law

·         Strict confidentiality of beneficial ownership

·         Total tax exemption and no exchange controls

·         No financial or annual reports required to be filed

·         Corporate entities may act as Director, Officers or Shareholders

·         No residency requirement for Directors, Officers or Shareholders

·         Principal records and office may be located outside of Nevis

·         There are no income taxes, social security taxes, capital gain taxes, withholding taxes, stamp, or duty taxes.

·         There are no gift, death, estate, dividend, distribution, or inheritance taxes.

·         No minimum authorized capital; bearer shares permitted.

·         A business license is not required.

·         Officers, directors, and members are not identified.

·         Plaintiff bringing civil suit must post US $25,000 bond.

·         Statute of limitations for civil suits is one year.

Nevis has established a mix of new and modern international laws that, coupled with its extremely stable government and modern infrastructure, make it the premier offshore center in the World. The Nevis government continues to be very proactive in its development as an offshore center, allowing us to offer our clients a premier offshore base of operations:

• An independent and stable government
• Modern telecommunications infrastructure
• Statutes that guarantee confidentiality
• Modern and progressive trust and company laws
• Statutes that provide tax exemption
• No tax information treaties with the United States
• One of the 10 most free countries in the world

Offshore Corporations comparative chart