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Tax Engineering

Public limited company

Setting up a public limited company abroad is not an easy task since it is very important to know well the local tax laws and the levels of opacity that each jurisdiction can offer. Public limited company could be defined as a profit or in some cases non-profit organization registered in a commercial registry of a free or non-tax jurisdiction in which the final beneficiaries are not identified. A share capital of Public limited companies is paid fully by the shareholders (they can be individuals or legal entities) and they cannot incur debts with the company. The main objective of registering a public limited company is to protect the beneficiaries in case of a simple divorce or connection to other companies that has to be dissembled. How is it possible to cover the identity of the owners of a limited company? In order to achieve the anonymity of the beneficial owners several factors should be taken into consideration: the country where the company is registered, the type of commercial registry and fiscal laws of a country. Once analyzed the country can be considered favorable or not. For example, registering a company in France it will be useless to try to hide the identity of a shareholder since the commercial registry is public and anyone can get an access it.

A limited company will be effective if the country where it is registered has favorable laws that allow hiding the identity of the beneficiaries such as Panama, Belize, Anguilla and St. Vincent and the Grenadines. These offshore jurisdictions are characterized by having an anonymous commercial registry. That is to say, only in case there is some type of investigation related to the development of criminal activities or money laundering the government authorities will collaborate but always when an international judicial order is presented. 

How to hide the identity of shareholders of a Public limited company?  

The disguise of the shareholders can be achieved in the following ways:  

Bearer shares: As the name indicates, the shares are not valid until the owner of the company makes them effective with his signature. Once the shares are signed, normally it is a lawyer who is in charge to keep the original copies of it. 

Trust: The use of Trust is becoming increasingly popular and since it is an ideal formula to hide the identity of a shareholder. The trust companies are constituted by trustee lawyers who accepts the role of the owner of the trust.

Lawyers-frontmen: Using frontmen is not illegal as long as the purpose of the company is not to evade tax payment or develop a criminal activity.  

Use of other companies or foundations: It is possible to hide the identity of shareholders by selling the shares to another offshore company whose data will appear later in the commercial registry.   

Friends or relatives: It is not uncommon to find shareholders of companies that are family or close friends of the owner of the company. However, the experts don’t recommend mixing family relations and business.  

Is a Public limited company automatically reportable to the tax authorities?

There is no an particular law that states that offshore companies should be automatically reported to tax authorities, the latest automatic information exchange regulations affect only bank accounts not companies. That means that if a person has set up a limited company and does not have bank account associated with the company, the commercial registry will not report any data about the final beneficiaries to any fiscal agency. On the contrary, if the company has a bank account in its name in a country that has signed an automatic information exchange agreement then the bank will report the information associated with the account, provided that these conditions are met:  

  1. The public limited company has an open bank account dated 01-01-2016. 
  2. The public limited company opened the bank account before 12/31/2015 and has a bank account with a balance exceeding $ 250,000 or its equivalent in another currency. Please note that bank accounts opened before 12/31/2015 with a balance of less than $ 250,000 will not be reported to any tax agency, in the event that this amount is exceeded in subsequent years the bank will be required to report information.

How to open a Public limited company?  

Registering an offshore Public limited company is not a complicated process and does not require prior experience in tax planning or offshore knowledge when official agents are used. If you want to register an offshore company with tax-exempt status, you can follow these three simple steps. The process will not take you more than 10 minutes and you can save taxes with your company from today.   

First step  

Choose one of the offshore corporate packages that suits your needs and place the order. Once the order is confirmed and paid by bank transfer, credit card, Western Union or Moneygram we will move to the second step. 

Second step  

Register and download a form for the constitution of an offshore company in your user account.  

Third step 

Send us by email all the requirements. Once received, we will send you confirmation by email and our compliance team will verify the documentation provided by you. The documentation required to register a limited company is: 

  • Copy of a passport certified by a notary: You will have to go to the notary with your passport in order to certify the page that contains the photo and your personal information.
  • Copy of DNI or driver's license certified by a notary: You must bring your ID or NIE to the notary so that you can certify your ID or driver's license on both sides.
  • Utility bill: We need a receipt on your name for electricity, water, bank services, gas or telephone. It must be less than 3 months old and it is not necessary to be certified by the notary.
  • Bank reference or bank account certificate: Please ask the bank where you have the personal bank account to issue a bank reference letter of your personal bank account. The bank reference must be in English obligatorily.
  • If you request a bank account in Belize we will need a commercial reference of lawyer, accountant, tax advisor, economist or business partner in English (only for the bank account in Belize).  

If the client wishes to open an offshore current account for a company that is already incorporated, he will have to submit the following documents: 

  • The client will have to present the documentation of each individual involved in the administration of the company (director/s and shareholder/s). Each individual has to submit the four previous points required for the opening of bank accounts as physical person.
  • Apostilled deeds of the incorporated company: Copies certified by a notary of the certificate of incorporation of the company, memorandum of association, register of directors, registered shares certificates, resolution o a power of attorney to open an account.
  • If the company was registered more than one calendar 1 year ago, we will also need the "Good Standing Certificate".

If you request a bank account in Belize we will need a commercial reference of lawyer, accountant, tax advisor, economist or business partner in English (only for the bank account in Belize). 

Additional notes 

The client will have to carry out the following instructions once he has all the required documentation: 

  1. Send forms and opening requirements by email to info@offshore.finance.
  2. See what a bank certificate is.
  3. Read the Terms and Conditions of use of our services.

Once the bank confirms that all forms are filled in correctly and the bank’s compliance department accepts the requirements presented by the client, the bank account will be opened and the customer will have to transfer the minimum deposit to his account for online banking devise and debit or credit cards.

Offshore public limited company


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