Selecting a suitable jurisdiction to establish an offshore company is a difficult task and many factors have to be taken into consideration to reach the maximum benefit for the investor. Most offshore jurisdictions resemble each other in certain aspects, as they are usually free from foreign exchange controls and have implemented a flexible company legislation to meet the demand of international businesses. Potential offshore service users should base their decision on the following factors:
Political, Social and Economic Stability
The paramount prerequisite an offshore jurisdiction must fulfill is political, social and economic stability.
Taxation
Offshore jurisdiction can be distinguished between tax havens and tax planning jurisdictions. Tax havens usually do not tax corporate profits, but have not entered into a tight network of double tax treaties. Conversely, tax-planning jurisdictions impose corporate tax, although usually at a lower rate than other jurisdictions, but benefit from double taxation treaties with most important trading nations. Furthermore they are not "black listed" by tax authorities who often presume that offshore services in tax-havens are used for tax evasion or other illicit purposes.
If a treaty jurisdiction is required depends on the business transaction for which the offshore service is setup. Typically, a treaty jurisdiction is not required for the international movement of goods. However, inward investment into certain countries may require a treaty jurisdiction to minimize the impact of taxation, for instance in case of holding companies.
Company and Commercial Law
Most offshore jurisdictions have adopted business-friendly and flexible company legislation. Furthermore, an offshore user should seek that the selected jurisdiction protects confidentiality and complete privacy regarding business dealings. The following are some essential features most jurisdictions provide:
- Limited liability
- Directors' liability - directors are generally responsible for the acts of a company, however in certain jurisdictions directors may seek indemnities from both the company and its beneficial owners
- Minimal or optional statutory filing obligations
- Nominee shareholders allowed
- Availability of bearer shares
- No or limited disclosure requirement of beneficial ownership
- Broad range of permitted names and suffixes to denote limited liability
- Low minimum capital requirement
- Shareholders and board of directors meeting can be held anywhere in the world
- Absence of or optional auditing requirement
Company law is usually influenced by either English or American Common Law or European business law. Company law based on English law is the most frequent model for the classic offshore jurisdictions, such as the British Virgin Islands, the Bahamas, Hong Kong, Belize, etc. European corporate law is often based on French law and distinguishes between closely-held limited liability companies and public companies limited by shares. The former requires a lower registered capital and is suitable for a smaller number of subscribers whilst the latter is allowed to issue publicly negotiable securities.
Incorporation procedures in civil law jurisdictions are different from those in common law countries, for instance:
- A minimum amount of paid-up capital must be subscribed before incorporation
- A company's statutes are a contract between the subscribers
- Procedures are more onerous than in common law countries
- Incorporation is facilitated by a notary
- Responsibility of the boards of directors is split between an executive and a supervisory board
- Powers of directors may be curtailed
- Liquidation procedures can be time consuming and complex
- A legal reserve may be required
US Corporate law is based on English common law, but has been influenced by civil law. It differs from English law in significant ways, including:
- Corporations have officers in addition to directors
- By-laws are often adopted after incorporation
- Directors are often empowered to change by-laws
Typically, companies can be incorporated in a very short time, sometimes a day. Costs however, can vary considerably.
Professional Infrastructure and Banking
Once an offshore company is established, its administration demands both legal and accounting services. Therefore, offshore service users should ensure that a jurisdiction provides a comprehensive selection of legal and accounting firms who can provide services at an international standard and for competitive prices. Although it is not always necessary to maintain an offshore account in an offshore jurisdiction, most users of offshore entities decide to do so and hence, a well-developed banking system is an important decision factor.
Communications, Location and Time Zone
Since the administration of an offshore entity may require travel to the offshore jurisdiction, good accessibility may be a determining factor.
Because frequent communication for operation of the business with the offshore service will be required, the offshore jurisdiction should posses state of the art communication facilities. Also, where quick responses are necessary, a location that allows communication with the onshore investor at a convenient time is an added advantage.
English is the prevailing business language in most, but not all offshore jurisdiction. An offshore service user should verify that corporate documents can be drafted and business carried out in English or any other language the offshore service user is familiar with.
Off-Shore Jurisdictions
For more information on individual jurisdictions please select one of the following:
