Viewpoints from Kaizen
Features of the BVI VISTA Trust
The British Virgin Islands (BVI) recently enacted a far-reaching and enabling trust law known as the Virgin Islands Special Trust Act 2003 (VISTA). This new law makes the BVI jurisdiction very attractive for certain types of trusts as it provides settlors with a level of freedom and protection that were either previously absent from or insufficient in alternative trust laws. Commonly referred to as a VISTA Trust, these new Trusts contain a variety of significant features, some of which are highlighted below. Removal of obligation to maximize share value The new Act (unless otherwise stated in the Trust Instrument) stipulates that Trustees primary duty is to retain the designated shares of the trust fund and this takes precedence over any duty to preserve or enhance their value. In other words, Trustees are not be liable for the consequences of holding the shares but may be held liable for disposing […]
FEATURES OF SAMOA INTERNATIONAL COMPANIES
BUSINESS TRANSACTIONS ICs may engage in any lawful business and may carry on transactions in whatever currencies they choose. TAXATION Full exemption from taxation for any business activity or transaction carried out outside Samoa. AUTHORISED CAPITAL / SHARES Nominative or bearer shares at owner’s option. Mortgages and charges on shares are optional and can be registered if desired. No paid-in capital is required. No minimum or maximum capital requirements. DIRECTORS, OFFICERS AND SHAREHOLDERS Shareholders, directors and/or officers can be either corporate entities or natural persons. There is no requirement to register initial or ongoing changes in directors and/or officers. The directors may grant special or general powers of attorney. Register of Director(s) is optional and may be kept anywhere in the world. Companies are allowed to have a sole director. Neither the directors nor the officers need be shareholders. Only one subscriber required, thereafter at least one […]
Features of Mauritius Offshore Company (GBC2)
GENERAL Type of Company GBCII Political Stability Good Common or Civil Law Hybrid Disclosure of Beneficial Owner No Migration of Domicile Permitted Yes Tax on Offshore Profits Nil Language of Name Latin Alphabet CORPORATE REQUIREMENTS Minimum Number of Shareholders One Minimum Number of Directors One Bearer Shares Allowed Yes Corporate Directors Permitted Yes Company Secretary Required No Standard Authorised Share Capital Unlimited LOCAL REQUIREMENTS Registered Office/Agent Yes Company Secretary No Local Directors No Local Meetings No Government Register of Directors No Government Register of Shareholders No ANNUAL REQUIREMENTS Annual Return No Submit Accounts Yes RECURRING GOVERNMENT COSTS Minimum Annual Tax/License Fee US$135 to FSC US$65 to ROC Annual Return Filing Fee N/A General Information Mauritius is situated in the Indian Ocean approximately 800 km off the East Coast of Madagascar. Population The population of the Island is approximately 1,200,000 made […]
Features of Ireland Limited Company (Irish Company)
The term ‘offshore’ is not used in Irish legislation or in describing company forms. In Ireland there are no specific forms of company or other entities designed for offshore operation. Legal form Private limited companies are the most common form of business entity used in Ireland. The essential features of a private limited company are that the liability of members is limited to the amount of share capital subscribed to. Name of the company Irish companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive. Special consent is required for names such as European or International. Memorandum and Articles of Association A company is formed by submitting its Memorandum and Articles of Association to the Registrar of Companies along with […]
Features of Cayman Islands Exempted Company
General Information The Cayman Islands are a British colony situated in the Caribbean Sea approximately 500 miles South of Miami, Florida, with a population of approximately 50,000 people of mixed origin. The Islands enjoy sophisticated legal, accounting and banking services and derive political stability by virtue of their connection with Britain. The legal system is British, and the government is headed by a Governor appointed by the Crown who presides over a Government made up of twelve locally elected members and three senior civil servants who hold ex-officio office. There is no exchange control and no restrictions on the movement of funds to or from the Islands. The Confidential Relationships (Preservations) Law 1976 makes it a criminal offence for any person to divulge confidential information to a third party and the Cayman Islands have no double taxation treaties with any other part of the world but have undertaken to assist […]
Features and Registration Costs of Seychelles Company
Features and Registration Fees of Seychelles (International Business) Company 1. General Information Location The Seychelles is an independent nation in the Indian Ocean near the coast of eastern Africa composed of several islands. Government The country is a self-governing democracy and a member of the Commonwealth and the United Nations. Benefits The Seychelles offers a wide variety of services to the international community, including offshore banking, insurance and investments. Of particular interest is the International Business Company, which is an inexpensive, flexible and simple type of company that can be used for many purposes. 2. Major Features of Seychelles International Business Company The Seychelles International Business Company’s Acts 1994 was enacted to provide a comprehensive regime for the incorporation, regulation, operation and taxation of International Business Companies. This piece of legislation is extremely flexible and provides for a minimum of disclosure. Meetings need not take place in the Seychelles, and […]
Features and Registration Costs of Bahamas Company
GENERAL INFORMATION OF BAHAMAS Location The Bahamas are a group of around 700 islands located off the south east coast of the state of Florida, USA and have been an independent member of the British Commonwealth since 1973. The Bahamas have one of the oldest parliamentary democracies in the western hemisphere and the islands have a political and legal system which closely follows the UK system and British common law applies. Population The population is approximately 255,000 centred principally on the capital city of Nassau on the island of New Providence. The Islands boast excellent communications with a state-of-the-art telephone system and convenient flight links to most major international air routes. Financial Infrastructure The Bahamas have an excellent range of international banks based in the islands with currently 396 banks holdings licenses under the Banks and Trust Companies Regulations Act 1965. Confidentiality is excellent with the English common law duty […]
Directors and Officers of an Offshore Company
A company Director is normally the entitled to make all decisions as regards the day-to-day business of the company. Directors are initially appointed by the first Subscriber or by the Registered Agent, and thereafter elected by the Meeting of Shareholders or, sometimes, by the Board of Directors, if such exists and is permitted to elect Directors by the Articles. Usually the Director of an offshore company is elected for an open term “until his successor is elected and qualifies”, but a fixed term can also be provided by the Articles, if desired. If there is more than one director, all the directors together comprise the company’s Board of Directors, in which case there would be a more complex system of decision-making process, involving certain especially important decisions passed only by qualified majority. In most offshore jurisdictions, companies are required to have at least one director, but may elect to have […]
Delaware Limited Liability Company LLC
THE LLC CONCEPT The Limited Liability Company (LLC) has special features that distinguish it from ordinary companies. Like a corporation, an LLC has a legal existence separate and distinct from its owners. Like the shareholders and directors of an ordinary company, the members and managers of an LLC are not personally liable for the LLC’s debts and obligations. The principal attractions of the LLC for advisors and their clients are its operation and tax treatment: Operationally the management of the LLC functions similarly to a partnership and is governed by a written agreement among the members of the LLC; this is different from the traditional corporate governance of companies where management is outlined in the Articles of Association (also known as Bylaws). A properly structured LLC will be treated by many tax regimes as a pass-through entity with tax being paid by the members and not at the LLC level. […]
Delaware Corporation
The prestige enjoyed by Delaware as a corporate domicile is in part due to the emphasis which the state has placed in making its corporate laws, court system and infrastructure attractive to businesses. The success achieved by the state is reflected in the almost one third contribution to the income of the state government from registration and franchise taxes. Other frequently cited reasons for Delaware’s popularity as a company domicile include: 1. Delaware is the only state within the U.S. to have a separate Court of Chancery whose judges are highly experienced in company law. The decisions of that court have established a body of law relevant to corporations which are frequently followed by other courts in the U.S. The Delaware General Corporation Law is used as a standard by which the corporate laws of other states are tested; it is the corporate code that is used in most U.S. […]