Going Offshore - An Introduction

Location
With appropriate advice from SBC's legal team, an Offshore company (sometimes also referred to as a Tax Exempt company or International Business company) can afford many significant and legal tax savings throughout the world, provide you and your company with a competitive advantage, afford confidentiality/security and perhaps even save on future inheritance taxes.

However, as the exact benefits that are available to you and your company will depend greatly on nationality, location and other such factors it is always recommended that you first seek appropriate professional advice from SBC before registering your company.

Offshore companies are totally separate legal entities to any individual that may own them. This very simple fact allows an offshore company despite the fact that its owner(s) may live thousands of miles away to be subject to the laws and taxes of the place where it has been registered and/or managed in the case of non-resident companies. Therefore, if the jurisdiction of your choice has no corporate taxes then your company will have no tax obligations although obviously your personal tax position might be different.

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Key Benefits

Exemption of all local taxes
No tax or reporting responsibilities. This means you save money not only from the absence of corporate taxes, but also from reduced compliance and other regulatory costs.

Confidentiality & Privacy in asset protection and wealth distribution
Offshore Companies offer complete privacy. If the company shares are held by a Trust, the ownership is legally vested in the trustee, thus gaining the potential for even greater tax planning advantages

Conduct business as an international entity
Conduct any legal business activities - so long as these are not done in the country of registration

Allow employment or consultancy fees to accumulate in a low tax haven
Offshore corporations can contract the services of professionals to employers resident in high tax locations or politically unstable areas

Protect investments in other foreign countries
Offshore Companies can loan funds to corporations in other foreign countries

Maximise profits from intellectual property rights, franchising and licensing
An offshore company can franchise or license intellectual property rights in other foreign countries allowing the profits to accumulate in a tax free environment.

Simplify the transfer of assets and properties held in several countries

Protect assets
In combination with a Trust, an Offshore company can avoid high levels of income, capital and death taxes that would otherwise be payable if the assets were held directly In short, offshore companies are usually used for :

  • Offshore holding company
  • Offshore finance company
  • Offshore licensing company
  • Offshore trading or re-invoicing company
  • Offshore real estate company
  • Offshore company for securities dealing
  • Offshore mutual fund company
  • Offshore shipping company
  • Private trustee compan

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BVI Offshore Companies

Profile
The British Virgin Islands consist of 60 islands and cays having a total land area of 150 sq km. The BVI lie to the north west of the United States Virgin Islands and are separated from them by a channel only five kilometres wide. The neighbour with the largest land area is Puerto Rico, 96 km to the west. Except for Anegada, which is a flat, coral island with little soil, the islands are hilly. The BVI's greatest tourist attraction is their superb beaches.

Population
The largest and most heavily populated Island is Tortola, which has about 16,000 inhabitants. The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a bridge to Beef Island. There are a further 4,000 inhabitants who reside on the other islands, 3,500 of which are in Virgin Gorda which is noted primarily for its unusual and interesting scenery and rock formations.

Political Structure
The British Virgin Islands were discovered by Columbus who is said to have been so impressed by their large number that he named them 'Las Virgenes' in honour of St. Ursula and her 11,000 attendant virgins. During the 16th and part of the 17th centuries the Islands harboured Dutch and English Buccaneers.

The British Virgin Islands is an internally self-governing colony with a ministerial system of Government operating under a Constitution adopted in 1967. The Governor, appointed by the Crown, remains responsible for defence and internal security, external affairs, the civil service, the administration of the courts and finance. He continues to reserve the legislative powers necessary for the exercise of his special responsibility. However, on other matters he is normally bound to act in accordance with the advice of the Executive Council. This consists of the Governor as Chairman; two ex-officio members (the Attorney General and Financial Secretary); the Chief Minister, appointed by the Governor as the elected member who appears best able to command a majority in the Legislative Council; the Deputy Minister; and two other ministers appointed by the Governor on the advice of the Chief Minister. Elections are held at intervals of not more than five years.

Infrastructure and Economy
There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islands and there are freight carriers.

The economy, one of the most prosperous in the Caribbean area, is highly dependent on the tourist industry, which generates about 21% of the national income.

In 1985, the Government offered offshore registration to companies wishing to incorporate in the Islands.

Language
The official and spoken language is English.

Currency
US Dollar.

Exchange Control
None.

Type of Law
Common Law, based on English Common Law with local modifications and local statutes.

Principal Corporate Legislation
The Companies Act (Cap. 285) and The BVI Business Companies Act, 2004..

BVI Company Information

Type of Company for International Trade and Investment
The Business Company.

Procedure to Incorporate
Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance.

Restrictions on Trading
BVI IBC's cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public.

Powers of Company
A company incorporated in the British Virgin Islands has the same powers as a natural person.

Language of Legislation and Corporate Documents
English.

Shelf Companies Available
Yes.

Time to Incorporate
2 days.

Name Restrictions
Any name that is identical or similar to an existing company, or any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands.

Language of Name
Latin Alphabet. Any name in a language other than English must be accompanies by a translation to ensure that the name is not restricted.

Registered Office Required
Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company. SBC offers this service.

Names Requiring Consent or Licence
Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

Suffixes to Denote Limited Liability
Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations.

Disclosure of Beneficial Ownership to Government Authorities
No.

Compliance

Authorised and Issued Share Capital
The normal authorised share capital is US$50,000with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

Classes of Shares Permitted
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation
An International Business Company does not pay any tax on its world-wide profits to the British Virgin Islands authorities.

Double Taxation Agreements
The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business.

Licence Fees
Companies with an authorised capital up to US$50,000 pay US$350 per year.

Companies with a share capital more than US$50,001 pay the sum of US$1,100 per year.

Companies with a share capital that does not exceed US$50,000 and having some or all of its shares with no par value pay the sum of US$420 per year.

Financial Statements Required
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company.

Directors
The minimum number of directors is One. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands.

» Company Secretary
A company secretary may be appointed. The company secretary may be a natural person or a body corporate. They can be of any nationality and need not reside in the British Virgin Islands.

Shareholders
The minimum number of shareholders is One.
Click here to download BVI Offshore Company List [166 KB]

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Samoa Offshore Companies

Profile
Samoa, which comprises two large islands and seven smaller isles, is situated in the centre of the Southern Pacific Ocean, approximately equidistant between Honolulu and Sydney and immediately east of the International Date Line. The Islands have a total land area of approximately 2,831 sq km. Five of the islands are uninhabited. The administrative and commercial centre is situated in its capital, Apia. The name Samoa means “Sacred centre of the Universe”.

Population
The population of the Islands is approximately 180,000. Ninety per cent of Samoans are indigenous Polynesians. The balance of the population is part Samoan and part Chinese or of European extraction. However the census of 2001 revealed 114,435 Samoans living in New Zealand, more than half of whom were born there.

Political Structure
Samoa was the first South Pacific Island to achieve independence on 1 s January 1962. Its Constitution provides for a Parliamentary Government, which combines the traditional Samoan social structure and a democratic voting system. There is a forty-seven member Legislative Assembly which consists of forty-five Matai title holders (the heads of each extended family) who are elected by their peers and two non-Samoan residents who are registered on the Universal Voters' Roll. Parliamentary elections are held every three years.
The first Superior Court of Samoa possesses and exercises all the jurisdiction, power and authority necessary to administer the laws of Samoa.
The Court of Appeal of Samoa hears appeals on any judgement, decree or orders of the Supreme Court in either its civil or criminal jurisdiction.

Infrastructure And Economy
Air services provide direct access to New Zealand, Australia, Fiji, Cook Islands and Hawaii. The country has adequate docks and is well serviced by pacific regional shipping services.
Samoa has an excellent international telecommunications system with telex, facsimile and international direct dial facilities via satellite.
The economy relies heavily on agriculture, with cash crops, notably coconut, grown for export. It is therefore vulnerable to natural hazards, such as cyclones and crop diseases. Samoa has embarked on structural reforms and the government has encouraging diversification to reduce reliance on the agricultural sector and pursuing a programme of privatisation. These policies have led to enhanced growth, fisheries were developed, new manufacturing enterprises emerged and an offshore financial sector launched. Tourist numbers increase steadily.

Language
The Samoan Polynesian language is dominant but English is widely spoken and is taught in all schools. Samoa has a literacy rate of 97%.

Currency
Samoan Dollar (Tala).

Exchange Control

There are no Foreign Exchange controls.

Type of Law

  • Based on English Common Law.
  • Principal Corporate Legislation
  • International Companies Act of 1987, as amended.
  • International Trusts Act, 1987.
  • The Offshore Banking Act, 1987.
  • The International Insurance Act, 1988.
  • There is separate corporate legislation for Domestic Companies.

Company Information

Type of Company for International Trade and Investment
Companies incorporated under the International Companies Act of 1987, as amended.

Procedure to Incorporate
By submission of the company's Memorandum and Articles of Association and registration fee to the Registrar of International and Foreign Companies.

Restrictions on Trading
An International Company cannot trade with Samoans or own local real estate. An International Company cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, the management of collective investment schemes, trust management, trusteeship or any other activity that may suggest an association with the bank or insurance industries without obtaining the appropriate licens.

Powers of Company
An International Company has all the powers of a natural person.

Language of Legislation and Corporate Documents
The corporate documents of an International Company may be in any language.

Registered Office Required
Yes, must be maintained in Samoa at the address of a licensed trust and management company. SBC provides this service

Shelf Companies Available
Yes.

Time to Incorporate
One day, although, subject to the time zone of the applicant, companies can be incorporated yesterday!

Name Restrictions
Any name that is identical or similar to an existing name. Any name which in the opinion of the Registrar is undesirable, offensive or indecent. Any name that may suggest royal or government patronage. Any name that suggests an association with the banking or insurance industries.

Language of Name
Names may be expressed in any language. The Registrar may request an English translation to satisfy him that the proposed name is not a restricted or licensable name.

Names Requiring Consent or a Licence
Bank, building society, savings, loans, trust, trustees, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, university or their foreign language equivalents.  

Suffixes to Denote Limited Liability
The name of an IBC must end in one of the following: Ltd, Corp, Inc, SA, NV or GmbH.

Disclosure of Beneficial Ownership to Authorities
No.

Compliance

Authorised and Issued Share Capital
The usual authorised share capital is US$ 1,000,000, which may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value.

Classes of Shares Permitted
Registered shares of par or no par value, preference shares, redeemable shares, shares with no voting rights and discounted shares.

Taxation
Companies incorporated under the International Companies Act of 1987 are not liable to pay any income or corporation tax.

Double Taxation Agreements
Samoa is not party to any double tax agreement.

Licence Fees
An International Company pays an annual license fee of US$300, unless at the time of incorporation, it elects to pay a license fee to cover the following periods:
5 years US$1,000
10 years US$1,500
20 years US$2,000.

Financial Statement Requirements
No requirement under the International Companies Act of 1987 to file accounts. A company is required to keep financial records, which reflect the financial position of the company.

Directors
The minimum number of directors required for an international company is one. The directors may be natural persons or bodies corporate, be of any nationality and need not be resident in Samoa.

Company Secretary
An International Company must appoint a company secretary. The company secretary can be a natural person or a body corporate. The company secretary can be of any nationality and need not be a resident of Samoa.

Shareholders
The minimum number of shareholders is one unless a specific type of debenture is outstanding in which case it is permitted to have no shareholders. Details do not appear on the public register.
Click here to download Samoa Offshore Company List [44 KB]

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Jurisdiction Comparison

Click here to download Jurisdiction Comparison List [41 KB]

 

Shelf Company List

Click here to download BVI Offshore Company List [166 KB]
Click here to download Samoa Offshore Company List [44 KB]

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Application Form

Company Profile
Contact Person
  Telephone +( )
  Fax
  Email
  Name of Company
  Nature of Business
 
Authorised Capital
divided into
   
shares at
Baht each
  Issued and fully paid
shares at
each
Shareholders (min 1 foreign shareholder)
1. Name
Residential Address
  Nationality
  Occupation
  Passport No:
  No of shares
2. Name
Residential Address
  Nationality
  Occupation
  Passport No:
  No of shares
3. Name
Residential Address
  Nationality
  Occupation
  Passport No:
  No of shares
Directors (min 1 foreign Director)
1. Name
Residential Address
  Nationality
  Occupation
  Passport No:
  No of shares

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