1. Why do you offer these particular jurisdictions to incorporate?
Because most of offshore jurisdictions have the same advantages. However, the jurisdictions that we choose offers most privacy and all of the jurisdictions that we offer (except USA) you do not need to file any accounts or disclose beneficial ownership to the Governments. There are no corporate, dividends or any other taxes in these jurisdictions.
2. Can you provide information about a company which WAS NOT incorporated throught your company?
No. Offshore Companies House is the trading name for OCH Limited and is not a governmental or inter-governmental agency which holds information on companies incorporated worldwide. Please do not send us any such requests, they will be ignored.
We are licensed incorporators in many offshore jurisdictions or we work through licensed agents in several other jurisdictions.
Even if we have incorporated a company which you may be looking for, we Are not going to provide ANY information to you without our clients consent or a court order.
3. What is an IBC?
IBC means International Business Company or International Business Corporation. An IBC is a legal entity incorporated in a tax haven which is free from all local taxes, (except small fixed annual fees). The IBC cannot conduct business in the country of incorporation. Dominica, BVI, Seychelles and Belize have special IBC legislation in place, which is similar to the legislation for Panama Corporation and Gibraltar Non-resident Company.
4. What is an LLC?
LLC means Limited Liability Company. The LLC is a legal entity incorporated in a tax haven which is free from all local taxes, (except small fixed annual fees). As the name implies the LLC provides for limited liability to the members. There is no personal liability and therefore personal assets are protected against law suits, etc. The LLC is like a hybrid business entity with some similarities to both the US Corporation and the Partnership.
5. What are the differences among an offshore company, offshore corporation and IBC?
There is no big difference between them. They are all offshore legal entities, called differently depending on the jurisdiction. Other terms used include non-resident company or corporation.
6. What are offshore companies most commonly used for?
Offshore companies are most commonly used for offshore banking to conduct international trade, investment activities, by professionals and for asset protection. Offshore companies can be involved in buying and selling goods and services, hold bank accounts and operate businesses. Offshore companies are also commonly used for the ownership of real property and land; for ownership of intellectual property, licensing and franchising; personal service by individuals working overseas and offshore e-business. These are just some examples. The offshore IBC may be used in many other ways to save on taxes and depends only on your imagination.
7. Is it expensive to form an offshore company?
Not any more. The cost of forming an offshore company varies depending on the jurisdiction you choose to incorporate. Seychelles, Belize and Dominica have among the best prices such as US $1,100 or US $1,350 to incorporate depending on whether or not you wish our nominee director services. After the first year and every year thereafter, there is a small annual maintenance fee which includes annual government fees and registered office and agent fees. In Seychelles, Belize and Dominica annual fees (all inclusive) are US $400 or US $650 depending on if you use our nominee director services. US Limited Liability Companies (LLC's) from Delaware and Oregon are even less expensive, while BVI and Gibraltar are a little more expensive. The whole package may vary in different jurisdictions. You can check all prices on our Prices and Packages page.
8. Do I have to pay up the authorized capital? If yes, when?
You do not have to pay up the authorized capital at the time of incorporation or when you open an account. If the company cannot pay its debts, the shareholders have personal liability to the limit of their share which has been declared.
Banks and Bank Accounts
1. Can I open a bank account through you without registering an offshore company?
Generally No. We offer assistance for bank account opening only for those who incorporated a company through us or wish to incorporate with a bank account. However, if you move existing company to us and we become your registered agent or you re-domicile your company to Dominica we will help you to open bank account for this company.
2. How difficult is it to open a bank account for an IBC?
The documents we provide to you are enough to open the account yourself. But if you wish to avoid the hassle and guarantee to be acceptable to the bank (we are the agent for most of them), you can choose as a supplementary option, our services to open an offshore bank account.
If you choose this option, we will send the bank forms with your package of company documents. You should fill the bank forms (which we will send to you) and along with a photocopy of your picture ID (passport or drivers license), verification of residential address (utility bill, credit card statement), send everything to the bank by courier. As soon as the bank receives the package, your account will be activated. We are the official representative for the majority of the banks we offer and can provide you with an account number on receipt of the documents. Some banks however require further documentation such as bank reference and proof of residence.
3. When my bank refuses to provide me with a bank reference, what can I do?
When you submit your bank account application documents to the bank we have introduced you to, you must ask that they make a direct request to your bank for your bank reference. In order for them to do this, they will require the relevant contact information for your bank including; Bank name, Branch address and information on the contact person at the bank including name telephone number and email address where possible.
Secondly, you must provide your bank with an authorization letter, granting your permission for them to respond to the bank we have introduced you to, with the relevant bank reference.
4. What is the minimum initial deposit required by the banks you represent?
The minimum initial deposit required by the banks we represent are - 1,000 USD or it's equivalent in any major currency (GBP, Euro) for Dominica, Nevis, Belize, St. Vincent and Cyprus, to BVI bank 2,500 USD, no initial deposit required for Latvia. The St. Lucia bank requires a minimum deposit of 5,000 USD. The bank in Austria requires a minimum initial deposit of at least - 100,000 USD and they will expect you to increase the balance over time. The Bank in Luxembourg Minimum initial deposit or the amount that a client should accumulate/invest with the bank in the first 6 month is - USD 400,000 or Euro €300,000 or Pounds £200,000 or equivalent in other currencies. The bank in Switzerland requires that an account balance or funds invested through the bank of at least Euro/USD 250,000 should be archived within a reasonable period of time and maintained. To establish a brokerage account in Panama, the initial deposit is 10,000 USD, but no minimum balance is required.
5. Is there a minimum balance required by the banks, if so what is it?
The minimum initial deposit required by the banks we represent are between USD 1,000 and USD 10,000.
6. Which banks do you work with?
We work with and represent the banks in the following countries USA, Latvia, Belize, Nevis and St.Vincent. Debit cards are available from all the banks we represent.
7. Can we have the exact names of the banks you represent?
Due to agreements that we have with the banks, we cannot divulge the names of the banks we represent before the client has incorporated a company through us due to these agreements. We will make all the information available to you before you make the final decision as to which bank you will choose, after we received your payments.
8. Can I open a personal bank account at the banks you represent?
Normally we do not offer personal bank accounts, however if you incorporate your company with a bank account through us, we can assist you to arrange a second account i.e. a personal account.
9. Do the banks you represent provide debit cards?
Yes, you can apply for debit card in any bank we recommend.
10. Do the banks you represent have any extra charges at the opening that we should know about?
Yes, some of them do. You can find detailed information in the pages designated to specific bank.
11. Why do you charge a fee for the bank introduction?
Besides introducing the client company to the bank which we believe to be most suited to its needs, we prepare the necessary board minutes with the resolution which appoints the signatories to the account, we provide the signature cards and application forms, in some cases, partially filled. We advise on how to complete the application forms to the satisfaction of the bank. Most importantly, we know the bank requirements and know how to open the account fast and without serious delays. We do not require you to use our bank introduction service and you should feel free to approach any banks in the world yourself.
12. Are there any types of businesses or activities for which the banks you represent WILL NOT open accounts for?
Banks for which we are an agent or represent will not open accounts for offshore companies involved in the following types of business:
- Businesses which should be licensed according to international standards, but are not, such as:
- Broker Dealers - Mutual and Hedge Funds - Trusts - Security Exchanges - Insurance companies and brokers - Banks - Online casinos 2. Businesses that offer alternative payment systems, e.g. E-Gold, e-cash etc. 3. Businesses which intend to raise funds or capital from the public, sell unregistered securities or MLM Programs. 4. Companies whose business is: - Adult content Websites - Selling fake diplomas - Churches and charities.
13. When should I pay my opening (initial) balance and to whom?
The opening balance has to be paid directly to your bank account after the account has been opened and fully activated. You will transfer an amount equal to the minimum required balance or any amount in excess of this required minimum balance. Please, don't transfer money before the account has been opened. Please, don't include any checks or add any monetary instrument with the application package.
14. The offshore company I register will require a merchant account, how can you help?
Unfortunately we do not provide assistance with merchant accounts at this time, since NONE OF THE BANKS that we are aware of offer direct merchant accounts for offshore companies. You have to look for a third party merchant processor and if you incorporate a company with us we will provide a couple of links where you can apply, however the final decision to accept your type of business or not will be their decision and we cannot negotiate on behalf of the client either prior or after incorporation.
15. Is my bank account guaranteed when I pay your fee?
No, you do not buy and we do not sell bank accounts neither do the banks sell bank accounts.
We provide an introduction service and because of our knowledge of the bank requirements we guide you through the application process. This means we supply you all necessary information and application forms about the bank.
In case you are rejected with the bank we may offer you introduction with another bank, of course separate fee will apply.
Company Structure - Shareholders/Directors/Nominees etc
1. What is the difference between a registered shareholder and a nominee shareholder?
A registered shareholder is when the beneficial (real) owner records his/her name on the share certificate and in the Register of Shares as the owner of the allotted shares.
A nominee shareholder is when the beneficial owner chooses not to have his/her name on the share certificate or in the share register; we supply a third party to be the nominee for the real owner. The nominee appears on the certificate and in the register, in return the nominee signs a Declaration of Trust to the beneficial owner giving up any right to exercise any powers over the shares including voting rights or the right to sell or transfer these shares.
The nominee shareholder is used where the Companies Registry may be open to public scrutiny or if the owner requires a deeper sense of privacy. Our company offers this service free of charge.
2. Do I need other shareholders or can I be the sole shareholder?
In all the jurisdictions we offer one shareholder is the minimum requirement except in Panama where a minimum of three persons are needed for incorporation (we provide you with nominees).
3. Do I need to have a board of directors and a company secretary?
No, again except in Panama where a President, a Secretary and a Treasurer is required (we provide nominees). All the other jurisdictions we offer only require one director who may also be the secretary (where required).
4. If I am the only shareholder, how can I guarantee my privacy from public scrutiny?
We will not disclose the information regarding our clients without written consent except by court order when the company is not in compliance with the law. You may also use our service of nominee shareholder which we can provide at no extra charge. Even in the event that the jurisdiction has an open register of shareholders, your name does not appear. To secure your right as a beneficial (real) owner of the company, the nominee shareholder or member (in the case of an LLC) will issue a Declaration of Trust and an open dated resignation letter.
5. What is the purpose of the Declaration of Trust from nominee shareholder?
A Declaration of Trust from nominee shareholder to the beneficial owner is to ensure that nominee cannot use the shares in anyway without the express authority of the beneficial owner.
6. What is the purpose of the nominee director?
The nominee director is intended to simply facilitate the beneficial owner in matters of privacy. He is not intended to assist in the management of the company or sign documents and contracts on their behalf. There are exceptions where a nominee may sign certain standard documents such as contracts, invoices etc. which will have to be approved first. In jurisdictions where there is an open registry, the nominee director will appear on the documents in place of the beneficial owner.
7. What is the nominee director?
A nominee director is a third party provided by us to be registered as the director of the company. On his appointment at the first meeting of the subscribers to appoint the board, an undated letter of resignation is signed by the nominee director and can be executed by the beneficial owner at any time he wishes. The nominee director also provides the beneficial owner or other person (who the beneficial owner may appoint) with a general Power of Attorney which vests total authority and control in this person over the affairs of the company.
8. How can I control my company with a nominee director?
Control over the company is gained through the General Power of Attorney signed by the nominee director to the beneficial owner or other person (who the beneficial owner may appoint), plus the undated letter of resignation of the nominee director can also be executed at any time the owner wishes to appoint himself or other person as a director.
9. Can a nominee director manage my company or sign documents?
No, the nominee director cannot manage your company. As an exception, the nominee director can sign a contract or invoice for an additional fee if the document is acceptable to us.
We would need to review the contract first and if in our opinion it is a normal commercial contract, we will issue an invoice to you which when paid, we will sign the necessary documents.
You will be required to send the documents to us by email, if we agree, we will invoice you. When you have paid, we will print the emailed documents, sign them and courier them to the address provided by you.
In the case where these documents are signed by another party, you will be required to courier the documents to us for our signature and returned to you.
10. Why do you advise against bearer shares?
Bearer shares are required to be held in the country of incorporation by a Fiduciary Institution for all the jurisdictions with the sole exception of Panama. Panama requires to know the beneficial owner behind the bearer shares. The Panama company also requires a minimum of three (3) directors. This restriction removes any advantage of the shares to the owner. Further to this, banks are reluctant to open bank accounts for companies which have issued bearer shares and some businesses will not enter into agreements and contracts with them. A better alternative is the use of our nominee shareholder service with a Declaration of Trust issued by the nominee shareholder to the beneficial owner. Our company offers this nominee shareholder service free of charge. If you really desire to have bearer shares only, we can offer two (2) options; 1/ Bearer shares and a bank account in Dominica. The bank will hold the bearer shares as the fiduciary. 2/ Bearer shares in a Panama company and a bank account in any bank we offer.
11. What's the difference between an IBC and a LLC?
First of all, a Limited Liability Company (LLC) is a registered company which does not issue shares, therefore does not have shareholders. Its owners are known as members. The LLC can be managed by its members or owners. While an IBC cannot conduct business in the country of incorporation, there is no such restriction on an LLC. The liability of the members is limited to the contributions of the member. Distribution of profits or dividends are set out in an operating agreement and not necessarily based on contribution value. The IBC is limited by shares and the shareholders appoint the director for the management of the company. Dividends are determined by the share percentage ownership.
12. How do I choose between an LLC or an IBC?
If you wish to have tighter control of your company, where there are few unknown or unfamiliar business associates or members involved in the company, then the LLC is the company for you, as the LLC allows you to have better control of the company.
13. Can an LLC Be formed by a single member only?
Yes, LLCs can be formed with single members, but in some jurisdictions (such as Delaware, US) it is better that the single member be a physical person so as not to be have the LLC treated as a subsidiary of another, where the corporation is the sole member; in such cases the LLC is subject to taxation.
14. What's the difference between members and shareholders?
A shareholder is an owner (partly or fully) of a legal business entity which is capitalized through the issuance of shares and whose liability to the debts of the entity is limited by the shareholders shares which have been declared. A member is an owner of an LLC who is not issued with shares and whose liability, is limited to the extent of his investment in the LLC.
15. In the event of the death of an LLC member, what happens to the LLC?
The LLC is automatically dissolved, and the assets are distributed to the living members and the heirs of the deceased member. An IBC does not dissolve with the death of a shareholder.
16. What do you mean by company renewals?
Company renewals are legal requirement which involves the paying of fees on an annual basis in order to keep the LLC in good standing. If an LLC is not renewed, it will no longer be in good standing and can be subsequently stricken off the register, meaning the company is no longer legally exist. A certificate of good standing is issued when the renewal is paid up as such proof.
17. Seeing that an LLC does not have a Board of Directors, how is it managed?
An LLC can appoint a manager or it can be managed by the owner.
Share Capital & Company Capitalization
1. What is the minimum or standard share capital requirement?
In most of the jurisdictions which we offer, there is no minimum authorized capital requirement and the chosen capital is not affected by fees (there are exceptions), but there are traditionally used standard capital. In Dominica, the share capital can be whatever you wish and can be as low as US $100.00. In the Seychelles, share capital in excess of US $5,000.00 increases the incorporation and maintenance fees. The standard therefore recommended is US $5,000.00. In Panama, there is no minimum share capital and the standard is usually US $10,000. In both BVI and Belize, there is no minimum share capital and the standard is US $50,000. The incorporation and maintenance fee increases when the capital exceeds $50,000. In Gibraltar, there is a fee of 0.5% on the declared share capital and the standard is £2,000.
2. What do you mean by Share capital?
The share capital of a company is properly known as the authorized share capital. This share capital is a statutory requirement which sets out the total value of the shares that may be sold and distributed for cash or kind.
3. Do I have to use the standard share capital?
It is recommended to use the standard share capital but it is also possible to have a tailored one which may lead to increased incorporation and maintenance fees. Most jurisdictions have set a standard share capital at the maximum amount allowed without a government imposed tax for amounts in excess of this standard. Companies usually incorporate using this optimal share capital or standard share capital and pay the base government fee.
4. How, to whom, do I have to pay and when do I have to pay the authorized share capital?
In all the jurisdictions we offer, you are not required to pay your share capital at the time of incorporation, bank account opening or any other specific date. If the company requires start up capital, the directors may call on the share holders to pay up the required amount via there share holding. If this capital is not required, the share capital or the cost of the shares need not be paid up until and unless required by the company. Share capital is the company's money and you do not pay this to us.
Unpaid shares distributed to share holders is a debt by the shareholder to the company and therefore when paid, this cash goes to the company account for use by the company.
Incorporation and Documentation
1. How long does it take to incorporate an IBC?
This varies between each jurisdiction. For example, once we have received the payment and all the required information, the time it takes to dispatch the documentation kit by express courier service (FedEx, DHL) is as follows: From the BVI, Belize and Seychelles, in three working days; From Dominica, the following working day; from Gibraltar in five to seven working days and from Panama and the US in seven working days. Sometimes due to unforseen circumstances it can take much longer than the normal time to complete the incorporation process. Depending on your location, give a few extra days for the package to reach you. We provide a tracking number by which you can track your package via the internet.
2. Do I have to visit the jurisdiction for incorporation or to open bank accounts?
No, but you are welcome to visit if you wish to do so. You provide us with the information online, by phone or fax and we incorporate your IBC for you. For opening a bank account, if you choose one of the banks which we are the agents of or work with, we will send you the necessary forms, which when filled you can send directly to the bank for your account. For more information, refer to our offshore banking page.
3. What information do you require to set-up offshore corporations?
We provide an online service where you need to fill the incorporation form by answering some very simple questions. Also you should provide a clear photocopy of your ID, such as passport , drivers licence or national ID card. Please check our incorporation page.
4. Why do you require a scanned copy of the passport?
As your registered agent, and as any other licensed offshore service provider, we are required by law to hold a valid ID of the beneficial owners, shareholders and directors of companies incorporated by us. In order to obtain a bank account, this is also a requirement, by law, of the banks. When the passport is scanned and the copy emailed, the reproduction is of an acceptable quality to both us and the bank. The picture can be either in black and white or in color, once the quality is of a high standard. The passport ID must contain the Photo, the information relating to the expiry, any renewals, the signature etc. The passport must be centered with all four edges clearly defined and no corners cut. It is not required to copy the cover of the passport. It is also good for the registered agent to know the beneficial owner to prevent someone from attempting to steal your company.
5. How much information about our intended business is required?
When you are making an enquiry about setting up an offshore company, we do not require details about your intended business, a brief outline is usually enough (one or two sentences). When the Beneficial Owners Declaration form is being completed, a brief but precise description of your companies intended activities will also be required. We certainly do not expect a detailed description of the project.
6. I have a business plan, business scheme or investment intention; can you look at it and advise?
We are not interested in your business plan or investment. Do not expect us to analyse it and provide you any advice. You should seek professional advisors specializing in the areas of your interest.
We can only provide the tax free vehicle for offshore business and investment at a low cost and an efficient manner.
7. What is a BOD?
A Beneficial Owners Declaration (BOD) is a declaration by the beneficial owner of a company which provides the registered agent with information relevant to the owner's residence, career, present business activity, intended business activity through the company etc. It also requires an undertaking by the beneficial owner that the company will not participate in any activity which is illegal in his country of citizenship, residence or domicile, the Commonwealth of Dominica and the jurisdiction of incorporation and also includes specifically; activities relating in any manner to illegal armaments, money laundering, illegal drugs or other illegal controlled substance.
8. Why should I fill a BOD if I opt for a nominee shareholder and director?
The responsibility for the activities of the company ultimately lies with the beneficial owner and is therefore required to accept this responsibility by signing this declaration which is held confidentially by the registered office. This confidentiality is protected by the law which provides for a fine of - 25,000 USD and/or a prison sentence of two years if confidential information is given out without a court order from the local courts.
9. What is the difference between a notarized document and an apostille document?
A notarized document is a copy of the document which is certified to be a true copy of the original and signed (notarized) by one who is a registered Notary Public. This notary public is usually an attorney a lawyer or a justice of the peace.
An apostille to a document is the authentication, by a specially appointed government official, of a copy of a public document which has been notarized as a true copy by a notary public. The apostille is internationally accepted under a convention of The Hague. Not all countries of the world are members of The Hague but the majority of English speaking and European countries are members.
10. Why and when do I need an apostille set of documents?
Most banks require the company charter documents (public documents) to have an apostille guaranteeing them to be authentic documents and bearing the official stamp of the office of the authorized person to sign the apostille. Our company provides one set to be included in the package free of charge.
11. What is a Power of Attorney?
A Power of Attorney (POA) is a legal agreement which empowers a person with the authority to pass on this authority to another person or persons and making him the Attorney in Fact. This POA can be general (unlimited) or it can be of a limited nature, that is, the authority can be in all matters pertaining to the company or it can be limited to a specific function. The POA can also be time specific, that is for a fixed period in time with an expiry date or it can be in perpetuity.
12. What is included in a General Power of Attorney?
The Power of Attorney is from the authorized person (in our case, the director) to the beneficial owner or his appointee.
The POA is a letter of appointment of an Attorney-in-Fact for the company and lays out the powers of this newly appointed Attorney-in-Fact. These powers may be total or limited. It provides for the date and time from which the authority is effective and if it is to be limited in time, this date and time when the POA may expire will be included.
13. What is a Declaration of Trust?
A Declaration of Trust in the context of an offshore company is a written undertaking by a nominee shareholder to the beneficial (real) owner to hold shares on his (beneficial owner) behalf in the capacity of a trustee. The nominee cannot transfer, deal with or dispose of the shares except on the specific written instructions of the beneficial owner. The nominee shareholder further assigns all rights dividends, profits etc. to the beneficial owner as well as agree to exercise his voting power as the owner may direct.
1. Why do I need a foundation?
If you have assets that you may want to protect against any future personal liability, you may want to gift (endow) those assets to a foundation where it become free and clear from claims made against you personally.
2. How then do I maintain control of my assets in a foundation?
Technically the assets in the foundation belong to the foundation, but the creator of the foundation (you) can also be an ultimate beneficiary; you may also undertake the role of the "protector" of the foundation whose powers can override that of the foundation council.
3. What is the protector or the foundation?
The protector of a foundation is a person appointed by the creator of the foundation, generally with powers that supersede that of the foundations council, more like the watch dog of the foundations. The protector of the foundation can be the founder, but cannot be a member of the foundation council.
4. What is the legal status of a foundation?
A foundation is a legal entity, with a legal personality, and has rights and status of a separate and independent person; the foundation can enter into contracts, sign agreements, own bank accounts, buy and sell, trade and conduct business, own shares or interest in other companies.
5. Can a foundation be a shareholder of an offshore company?
It certainly can and this then facilitates the foundation to be involved in any legal business activity; which can in turn create wealth for the foundation.
Client Acceptance, Prices, Payment and Refund Policy
1. What methods of payment do you accept?
We accept payment by all major credit cards including Visa, Master Card, American Express and Discover by phone, fax or secure online. However, if you prefer, we also accept payment by wire transfer, Western Union, Money Gram. We do not accept credit card payment from Nigerian nationals or residents.
2. What is your refund policy, can I get a refund or at least a partial refund?
No. Once the incorporation form has been completed and the company paid for no refund is possible. These funds would have already been used for the incorporation fees and other services provided.
3. Do you accept any clients who are ready to pay for your services?
While we accept most clients without any prejudice we may refuse or discontinue to serve any client at any particular time without giving any explanation based on the due diligence we undertake or information we have received.
4. Do you guarantee that you prices will never change?
Off couse not. We try our best to keep our prices as low as possible, but we reserve the right to change them at any time without prior notice. However, if you have already paid your fees, services that you have paid for shall be provided without any additional cost to you.
5. How can I pay my annual renewal (maintenance) fees?
Some jurisdictions have their renewal date on the 1st January the year following the incorporation and every year thereafter. Other jurisdictions have their renewal due on the anniversary date of the incorporation. Normally, we will provide you with a reminder however, if you wanted to pay prior to receiving the reminder, you can go to this LINK where you will get the annual renewal form to be filled and submitted with various methods of payment.
When you submit the form, you will get an electronic invoice which you may save or down load for your files.