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Tax Engineering

What is an offshore company?


Question

What is an offshore company and what are its characteristics?

Answer

Law defines an offshore company as a legal entity with tax-exempt status whose liabilities are limited. Offshore companies can sell and buy shares, they have the right to sue and to be sued they also have a perpetual existence. Depending on the jurisdiction where it is registered, the offshore company may be based on "Roman law" such as, for example, Costa Rica and Panama or Anglo-Saxon law "common law" such as, for example, Cyprus, Belize, Cayman Islands, San Vicente and the Grenadines or Seychelles. Managers/directors and shareholders constitute offshore companies. Depending on the jurisdiction, it might be possible or not to use nominee services to hide the identity of the final beneficiary of the offshore company. The Articles of incorporation include memorandum of association, statutes, description the objective of the company, its address, date of registration, and identity of registered agent, director and shareholder/s.  

Offshore companies form part of the most demanded system of tax havens, since it allows hiding the identity of the beneficial owner, his money or the goods bought abroad. But the essence of a tax haven lies in tax savings, anonymity and heritage protection. The only limitation of an offshore company is that it cannot conduct business in the territory where it was incorporated; otherwise it will gain a status of an onshore company. That is, it will be taxed as any company registered in the country and the tax rates would be very similar to those of a company incorporated in a high tax jurisdiction. Also in order to maintain tax-exempt status the offshore company cannot develop any type of commercial activity with local businesses. 

Offshore companies for non-residents are exempt from taxes on profits, capital and assets. The only tax that the company has to pay is an annual fixed fee for registration, local agent and registered address. The companies registered in tax havens offer opacity on the true ownership of the beneficiaries through the use of nominees or trustees and facility for the issuance of bearer shares under the control of the fiduciary shareholders (nominee shareholders). This makes it possible for the transfer of shares to be easy and anonymous for future buyers of a company. Offshore companies can be of sole proprietorship or several shareholders without any type of restrictions and can have any share capital, from 1 euro to millions of euros. They also support capital increases that could be deposited at the moment of incorporation of the company or later.

Characteristics of an offshore company

The main characteristics of offshore companies are the following:

  • In most jurisdictions offshore companies are exempt from periodic taxes except those of the constitution, operation, employee contract, office rentals or expenses when opening an offshore bank account.
  • The ease and speed is another fundamental characteristic of the constitution of offshore companies. In addition to the unlimited capacity to carry out mergers and takeovers between companies already domiciled in a tax haven or an onshore jurisdiction, acquire capital between companies in the same jurisdiction without being considered onshore transactions, freedom to derive responsibility from executives for restrictions of the nationality of the final beneficiary of the company. Moreover offshore companies don’t fall under special requirements in order to be constituted as banking entities or insurance companies do since they do. There is no minimum share capital required for registration and even if it were it would be a very affordable amount. In high taxation countries, these types of companies are subject to strict control and are supervised by regulatory authorities so that they comply with all the requirements related to money laundering. The agile merger of companies that makes possible the regrouping of assets is characterized by the concealment of the identity of a beneficiary who can put on behalf of his offshore company funds in a matter of days in addition to transferring properties to a patrimonial company to protect his assets.
  • In order for the offshore system to work perfectly, other institutions such as top-secret professionals, bank secrecy, commercial secrets, a stable and armored judicial system, few international information treaties and offshore banks operating in the country are mandatory. Free capital flow and easy anti-money laundering controls. The relinquishment of control of offshore companies by offshore countries is based on the following legal situation: if the offshore company can not carry out activities within the tax haven, what it does outside its jurisdiction is not the responsibility of the tax haven.
  • Offshore companies are very cheap if we compare them with companies incorporated onshore. The cost of an offshore company starts from 1,300 euros and the expenses for the annual maintenance are about 950 euros. While the registration of an onshore company can cost around 4,000 euros with annual expenses of more than 5,000 euros per year depending on the country where it is registered and the share capital that has to be deposited. control
  • The shares of the offshore company can be registered or bearer, depending on the jurisdiction where the company is registered. 
  • The possibility of creating a parent (master) company and link it with another one registered in offshore. The main objective of the linked offshore company would be to create the maximum expenses to the parent company in order to lower the profits and as a result tax payment. The parent company may be registered in a tax haven or in an onshore high tax jurisdiction in this way it will evade tax controls. During the era of exchange regulations, numerous companies were set up to avoid control of the currencies that were carried out in international trade. 
  • Offshore companies can be used to perform re-invoicing since they operate from the tax haven and do not have bank accounts or assets in the country where they have been registered. This type of tax avoidance is widely used by entrepreneurs who intend not to make any kind of tax evasion in their country. The offshore company does not have to have a commercial object; it can have patrimonial purposes for the purchase and sale of properties or management of an estate. The object of these patrimonial companies is to avoid VAT, inheritance taxes and patrimonial transmissions tax.

Types of offshore companies

The types of offshore companies are very varied and flexible. The IBC international companies can be of 4 types: private limited company PLC, limited company LTD, limited liability company LLC and Mutual Funds. Depending on the country and commercial laws there may have more legal forms but the most typical are these 4:

Offshore Private limited company

The main limitation of an offshore company is that it cannot carry out activities in the territory of the offshore jurisdiction where it is registered. The main characteristic of the offshore company is tax exemption (the dividend taxes should be paid in the country where the revenues are distributed), the partners' liability is established separately to each one of the partners according to the contributed capital; registered and bearer shares are allowed. This type of company is used for 3 or more partners and is normally used to request special licenses for a specific activity. We can see this type of commerce in Belize, Panama, Saint Vincent and the Grenadines, St. Kitts and Nevis, United States - Delaware, Costa Rica. 

Offshore Limited company

The offshore limited company cannot carry out activities on the territory of a tax haven where it was registered under any circumstances. This type of companies are also exempt from taxes, the limited liability of the partners is indicated according to the social capital contributed and dividends are taxed in the country where the money is deposited. This type of companies is used by 1 or 2 partners and cannot request any type of licenses in tax haven. They are very common in Belize, Saint Vincent and the Grenadines, Seychelles, and Costa Rica.

Limited Liability Company offshore LLC

The offshore limited liability company is a hybrid company type since it acts as a limited company and a freelance company at the same moment. The main characteristic of this type of company is the responsibility that falls on the beneficiary/s of the company not on the paid-in capital. Depending on the offshore jurisdiction and the applicable laws there is an option to register this type of a company or not. Currently LLCs can be constituted in the United States - Delaware, St. Kitts and Nevis, Belize.

Mutual funds company

Setting up a Mutual fund in a tax haven is simple and very useful since you can reinvest the money in high tax countries. These investment fund companies are constituted as legal persons interposed between the persons who invest the capital and the assets. The companies of this type are very controlled by tax agencies of high taxation because the origins of these funds can be of illicit activities such as money laundering. It is very common to find news about investment funds that have created pyramid schemes like the one created by Bernard Madoff. This investor used the funds of his millionaire investors to perform the biggest scam ever known. To do this, he used 900 offshore companies constituted in tax havens mainly in Cayman, Belize or Saint Vincent and the Grenadines.

The newly constituted offshore companies can face a problem when requesting merchant accounts due to the low credibility level. A solution for this would be the registration of dormant companies (Shelf Companies). These are already registered companies with antiquity of more than 5-10 years. However, they are much more expensive than the newly constituted companies and they should not be confused with Shell companies.



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