You may already be familiar with the idea of an offshore company, but the truth is things are a bit more sophisticated than they seem. There is not much to worry about though – a little education will lead you in the right direction.
When dealing with certain companies and trying to find out more about them, you may find out they are registered in some unusual countries. For example, you may find a company with a local name established in Hong Kong or perhaps Gibraltar. The list can go on.
At this point, you may wonder why. The truth is offshore companies come with a series of benefits and each of them is mostly related to the financial situation of the respective business. Here is everything you need to know in order to set your own offshore company.
Disclosing the concept of an offshore companyAn offshore company is basically a company registered in another country. The entity is created and registered outside the area where most of its operations are performed. The fact that it is offshore means that it is not a resident in the country where it was created or incorporated.
On another note, the same rule tends to apply to the company management as well. Its director is usually located outside the country where the company is registered. Just like the company itself, they are not residents.
With all these, the more specific definition of an offshore company cannot really be described in words. There are more factors that may influence this definition. For example, it depends on the jurisdiction, as well as the activities carried out by the company.
Some countries accept companies without any activities in their countries. In fact, they do not even refer to them as offshore companies. The functionality principles are the same, so there are no reasons to make it complicated. Such countries include Cyprus or Malta, just to name a few.
All these aspects make the concept of an offshore company a bit confusing. Besides, you may know already that many of these financial centers are located in the Caribbean. These days, there are a few modern locations across Europe as well – Luxembourg, Malta or Cyprus, among others.
There are also a few major differences between traditional offshore companies and modern onshore companies, even if they are still established abroad. They have to report less data and public registries cannot be accessed by the public. Overall, they provide lots of tax reduction features.
The benefits associated with offshore companies are quite diversified and numerous. Most importantly, the extra privacy is what draws so much attention. With all these, such financial centers will still provide access to most of the data in case of terrorism or severe criminal activities.
Now, what are the most important benefits coming with offshore companies? What makes them so attractive?
This is one of the main reasons wherefore so many business people choose to establish their companies abroad. Practically, they get some extra protection when it comes to the assets of the company. Placing assets into an overseas legal structure will bring in plenty of protection against potential liabilities.
Whether it comes to investments, trusts or other financial elements, having them owned by an offshore company will make tracking them down incredibly difficult. No matter how sophisticated an asset search could be, such details tend to remain private. Financial heavens have gained some reputation in terms of screening finances from the public attention.
Registering a company abroad may seem sophisticated, but if it can save you some money, you will do anything to do it right. Offshore companies are tax neutral in a lot of different countries. What does it mean? They may get away without having to pay any taxes. If they cannot do it, the taxes they pay are usually extremely low and insignificant.
For example, an offshore company can be used as a holding company that receives dividend income. In that case, the tax is close to zero. Obviously, reaching such an incredible benefit asks for a bit of professional help. Not only do you need to structure the company accordingly, but it should also be administered the right way. Chances are you will need a reputable accountant to take the tax burden away.
This is one of the reasons wherefore so many people avoid offshore companies. Not only do they lack the information to do it properly, but they also have some terrible misconception. The capital requirements are among these misconceptions.
Low capital requirements
An offshore company will bring in lots of flexibility when it comes to structuring the capital. Surprisingly for many, this aspect involves a super low requirement in terms of minimum paid up capital. Simply put, anyone with their finances in order can set an offshore company.
When you create an offshore company, you have the possibility to hold your assets overseas. What does it mean? They are no longer related to your actual name. Now, imagine a legal opponent coming up with a lawsuit against you. It could be your competition or perhaps a customer.
At this point, the lawsuit will also involve an asset search. The legal system will need to know what kind of money and assets you have – just in case you lose the case. Privacy is extremely important for an offshore company and your assets will be thoroughly protected and shielded against legal opponents. No matter how problematic the case is, you will have lots of assets saved in your offshore account.
Offshore companies are not all about low taxes and asset protection. Sometimes, creating a local company is simply a nightmare. You have to bring some papers, only to realize that you need to bring more stuff and so on. It takes up to 30 days for a reply and the actual registration may literally drain you. This rule does not apply in every country though. For example, the UK is renowned for the possibility to register a company online for a low price – it will be incorporated within minutes or hours only.
But then, if you live in a country with an extreme bureaucracy, chances are you would love the simplicity associated with offshore companies. All these financial paradises know that people would not come over if they had to become familiar with a brand new legal system and new financial rules. Therefore, they aim to keep everything simple.
Whether it comes to registering a company or maintaining it, offshore procedures are simple, straightforward and quick. It usually takes less than 48 hours and the paperwork requirements are minimal.
Registering an offshore company is easy. Startup costs are low. The process is quick. Anyone can do it. But you may ask yourself – is there a catch? What if the registration is cheap and the actual maintenance will kill your profits?
This is another misconception associated with offshore companies, mostly because plenty of giant companies go offshore. People imagine that they can afford spending millions a year on maintenance. Wrong! Associated maintenance fees are extremely low too. In fact, you may find jurisdictions that barely charge $200 a year.
Flexibility is another major benefit that draws more and more business people overseas. If you have ever run a company in your country, you may be aware of the fact that you need a minimal number of directors. Shareholders are also required. Then, you get sophisticated financial reporting and account details on a yearly basis, not to mention the annual returns.
It sounds complicated and it actually is. When you go offshore, all these things are dramatically reduced. The minimal number of shareholders is low. Reports and returns are also minimal – you might as well do everything yourself with a bit of experience. In some jurisdictions, they are not even required.
Foreign exchange controls exist in most countries out there, with a few exceptions – financial heavens mostly. These controls are usually imposed by governments. They target both residents and businesses. They basically limit the sale and purchase of foreign currencies, not to mention the transfers across borders.
Inexistent foreign exchange controls
All these foreign exchange controls tend to become history with offshore companies or they are extremely low – so low that most companies will not even bother with them. Most jurisdictions do not have any restrictions of foreign currencies. It is perfectly normal though. As an offshore company, your business will most likely deal with different currencies when it comes to transferring money. If you had controls, the deal would not be profitable enough.
All these financial heavens have gained their titles for some reasons. It did not just happen overnight. Someone out there did not just research countries to find flexible legislations. No one has randomly followed a company. Instead, these countries are referred to as financial heavens because they want this status.
Excellent corporate legislation
They practically promote the growth of the offshore industry. They encourage foreign investment and they understand this is a way to grow. You do not see developing countries rated as financial heavens, but countries with good economies – usually small in size and with large financial systems. From this point of view, they support foreign companies and provide an amazing degree of flexibility.
Unless you plan to sponsor a terrorist group or start an illegal activity, most of these countries will provide no limitations in terms of the activities you can perform. You are free to expand your business activities and target multiple industries without facing any restrictions whatsoever. You can engage in pretty much any type of business activity.
Obviously, there are a few rules here and there, but they will not really cause too much trouble. For example, some industries or businesses may require licensing. You may need to come up with some formalities in order to operate. To help you understand, establishing a retail business is much easier than establishing a bank.
While this is not always official, most financial heavens have some unwritten rules when it comes to their collaboration. They recognize each other and they aim to help each other. They also have some partnerships and allow great flexibility when it comes to working together.
With this aspect in mind, you should know that transition possibilities between one jurisdiction and another are extremely smooth and straightforward. You do not need to restructure your company or business. You do not have to start from scratch again. You are not required to bring in sophisticated documentation.
Bottom line, there are obviously a series of reasons wherefore so many companies go offshore. Some of the largest giants in the world would go offshore to reduce their taxes and increase their profits. Some others would go abroad in order to protect their assets.
But then, every offshore company out there has its own goals and purposes. Some people go abroad for the little to no bureaucracy, while others appreciate the business flexibility. When interested in starting an offshore company, you have to carefully analyze your reasons. Why would you go abroad? What is wrong with conducting business in your own country? What could be better with an offshore company?
The truth is most business people would go abroad in order to boost their profits. However, if you are new to this industry, you may want to know that things are a bit different these days. Years ago, financial heavens looked like a dream come true for many individuals. These days, many governments are trying to regulate their taxes, so they come up with new rules and laws to force companies to pay higher taxes.
In other words, there are some global laws that may still affect your company. Here is everything you need to know in order to prepare yourself against these laws – often considered to be abusive.
The TIEA – Tax Information Exchange Agreement – has been put together by the OECD Global Forum Working Group on Effective Exchange of Information. Then, you have the CRS – Common Reporting Standard, not to mention the FATCA. Such agreements have reduced some of the benefits associated with offshore companies, especially as many financial heavens have also adhered to them.
Understanding the meaning and purpose of global tax laws
The TIEA, for example, aims to establish an international cooperation when it comes to tax matters by having different countries exchange information regarding the companies they register. They have managed to alter the offshore company industry, yet the above mentioned benefits are still there to a particular level. The main role of these agreements is to make it more difficult to come up with an offshore corporation to bypass tax regulators in other countries.
These days, complete anonymity is much more difficult to have. But at the end of the day, it depends on what your country does. If you hold an American passport, chances are you will find it almost impossible. Other countries face tough restrictions as well. As long as your country of residence has signed the CRS, you will be tied to the local tax authorities.
The good news is there are ways to bypass such restrictions as well. You could aim to get a different nationality or move physically to one of these tax heavens – basically, you would have to become a resident of another country.
At this point, the profile of an offshore tax heaven changes a little. Such a country should not be bothered about international income. It should not be a CRS signatory and it should not be part of any tax exchange agreements.
There are more countries in this category though. For example, you have a few Caribbean islands – what could be better than living in a tropical paradise while money keeps flowing? Furthermore, many countries in Asia can qualify as well, not to mention a few Eastern European areas.
Controlled Foreign Corporation – CFC – laws are established for the tax liability of a director – or someone else related to an offshore company. The primary role of such laws is to prevent individuals and companies from moving their assets to a low tax heaven. The theory is pretty simple and straightforward. The practice leaves a lot to desire because there is not too much done in this direction.
Becoming familiar with controlled foreign corporation laws
In today's modern commerce industry, it is almost impossible to prevent the capital from moving internationally. The capital will naturally flow wherever it has an advantage. Today's economy is quite liberalized and there are many aspects that cannot be kept under control. For example, banking is international now without too much hassle. Then, global communication has also eased a lot with the help of Internet.
With little to no barriers out there, pretty much anyone out there can become an international investor or trader. A teenager could trade and make money out of his mother's basement. What would stop large companies then? A few decades ago, this industry was specifically restricted to the rich. But these days, a mobile phone, Internet and a bit of money will make you a global financial individual.
Do you reside in a country that has signed the CRS? In this case, your tax information will naturally be shared. On the other hand, if you reside in a country with solid CFC laws, you must pay tax on all of your foreign assets.
So, what do these CFC laws mean then? What kind of capabilities do they provide?
Every country comes with specific particularities, as well as a bunch of requirements. There is no such thing as a solution that will work for everyone out there. Double check your circumstances, company and particular needs in order to determine the optimal country for you.
Offshore companies can be classified by more criteria. Each type has a few particularities and they are often based on the local laws and the jurisdiction. Furthermore, when doing your research on offshore companies, you will find different definitions.
Analyzing the different types of offshore structures
Offshore companies are also known as international companies or businesses, private limited companies, foreign companies or nonresident companies. These names are used interchangeably and they usually refer to the same type of entity. Simply put, they are synonyms, so you would not have to research each name individually.
But then, there are two structures that are quite different one from another. They are less likely to be used interchangeably because they define different structures – the international business company and the limited liability company.
An International Business Company – IBC – is an offshore entity with a specific profile. It is likely to perform international business trade in various fields and industries. More importantly, it does not have to deal with local taxes if it manages to get revenue from international sources. Practically, the source of revenue must not be local in order to qualify for local tax exemption.
Defining an international business company
Different jurisdictions provide access to different levels of tax related benefits. Most commonly, you can get rid of the capital gain tax, as well as the stamp duty. The income tax is also likely to be removed, not to mention the corporate tax.
The IBC comes with even more benefits. Ownership confidentially is usually guaranteed for, but not always – double check upfront. Assets are fully protected, while financial reports are extremely low and there are not too many requirements. Share issuance allows flexibility too – the same goes for the management estrangements.
There are many countries providing such benefits, with Saint Vincent, Dominica and the British Virgin Islands being the most popular ones. Panama and Belize are not to be overlooked either. Generally speaking, the IBC is said to originate in one of these tax heavens, but you can find the exact same benefits in a few modern low tax options too, mostly around Europe. For example, you could get similar benefits in countries like Scotland, Malta, Gibraltar or Cyprus.
The Limited Liability Company (LLC) seems to be a bit more popular, at least among large companies. Its name is self explanatory. This type of company will provide limited liability to the owner, as well as its partners. This type of entity could be described as a hybrid because each business has a few particularities. The arrangement is flexible, so you can distribute power through the charter without too many problems.
Defining a limited liability company
When it comes to its main benefits, the possibility to overcome corporate taxation is the most significant one. After all, it is a partnership. At this point, the tax becomes a responsibility for the directors, rather than the actual entity. It is a tax neutral entity, yet the people behind it must be careful.
On another note, LLC members are similar to shareholders in classic local companies. These members could be anything – a trust, an actual person or perhaps a company. Flexibility is part of the game in the ownership levels and finances. This whole flexibility makes the LLC ideal for an international joint business. The company will benefit from everything a corporation has, but tax liability is out of discussion then.
Now that you understand the differences between an IBC and an LLC, what makes the LLC more attractive? Why is it more popular than other options?
The LLC can be compared to many types of regular companies. These regular companies have different names and abbreviations, depending on the country. For example, the UK has the PLC, while the C corporation is common in the USA. The main difference? The LLC is a tax neutral structure. It is defined to be a partnership and it is taxed in this manner, which is different from the corporation tax.
LLC or regular corporations – What to choose?
As a direct consequence, the LLC can help you get rid of the corporate tax. Then, there are similar types of companies in the USA too, such as the S corporation. You may also be familiar with the GmbH in Germany. But then, such examples come with a bunch of disadvantages and extra restrictions, which the LLC does not have.
So, the LLC does not come with any tax rules. Who is taxed then? The responsibility is moved to the members associated with it. A modern LLC member can be defined like a shareholder in a regular company.
LLC members can be pretty diversified. An individual could become a member. Another company could be a member, as well as a trust. LLC members can have an indefinite amount of classes, while the LLC can have an infinite amount of members. The main thing to keep in mind is that the LLC is not responsible for tax obligations, but each member in particular.
The LLC management is extremely flexible and provides lots of benefits to its members. From this point of view, some set LLCs as actual trusts. Officially, such a company is an alternative to the trust, but it operates in the same manner. The manager acts like the trustee, while the members act like the actual beneficiaries.
LLC versus trusts – Any worth?
Giving up on the idea of a classic LLC and moving on to a trust will also bring in some changes. For example, the requirements in terms of tax reports can change, so the whole system must be planned all over again. The bad news is that more and more people have given up this idea. Switching a classic LLC to a trust is not always a good idea. Onshore legislation in multiple countries targets trusts. Plus, court decisions over the past years have not always been good for courts.
While there are similarities between the two structures, the LLC (or at least a foundation structure) is usually the main recommendation in front of a trust.
The LLC is the ideal option if you plan to come up with a joint venture between multiple partners from different countries. This is the main reason wherefore many companies go together in a classic LLC. Practically, the newly formed company can benefit from the actual incorporation, but members are not directly affected by the others. Instead, each member has to deal with taxation in their own country of residence.
Considering multinational joint ventures
At the same time, this kind of venture is extremely flexible. The newly formed company can have a bunch of levels in terms of ownership, not to mention the rewards. Rewards should be based on the value brought in by a member.
There is, however, one thing to keep in mind – unfortunately, it is often overlooked. Each member must ensure that the new company can receive the requisite corporate and partnership status in the country of choice. Each partner plays a role in this process, which can be quite time consuming – this is why most experts recommend getting in touch with a local onshore lawyer to prevent problems.
Bottom line, it is important to know that apart from IBC and LLC, you can also opt for a PTE LTD company. This is usually the underdog and while it does have a few benefits, it has some drawbacks too – hence the lack of popularity.
Exploring the rules of a PTE LTD – The underdog
For example, the number of shareholders is limited – you cannot have more than 50 members. Shareholders also benefit from limited liability, but they are not allowed to trade shares in a public manner. When compared to the modern IBC, the PTE LTD has more reporting requirements.
Other than that, the PTE LTD can purchase assets, join contracts or attack and get attacked in court. On a more positive note, this type of offshore company benefits from low taxes – sometimes, tax exemption may also be offered for the income abroad.
Now that you understand the main types of offshore companies, their pluses and minuses, how do you start your own offshore company? What steps do you have to go through?
There are many jurisdictions out there – some of them in the Caribbean, others in Asia or even Europe. Each of them comes with its own rules, yet in general, they provide similar types of benefits. From this point of view, it might be a bit difficult to choose the right one. However, it is important to know that the jurisdiction will affect the overall advantages in your business venture, as well as the potential challenges you might need to face. Therefore, there are plenty of factors to take in consideration.
Choosing the optimal jurisdiction for the offshore company
The main thing is to focus on is your business need. What kind of necessities does your business have? What do you need to grow? To help you understand, if you are after a good reputation, business support and plenty of flexibility and advantages for foreign businesses, Hong Kong and Singapore are some of your main ideas. There are plenty of offshore companies registered there and the environments promote a business approach.
Now, when it comes to the reputation, this factor is variable. What works for some people will not work for others. You may see Hong Kong as a reputable solution, but some Europeans would rather focus on Malta. There is a general reputation that spreads all across the world too. This type of reputation will affect the stability associated with the respective jurisdiction. A stable and sound country will benefit from extra trust and confidence.
The general idea is fairly simple to understand – perform some research on the country. What is its economy like? How about the political environment? Is the legal framework sound? How about the corporate structures in that jurisdiction? It may take a while to finish your research, but it will pay off – at least for your peace of mind.
On another hand, if you are after the European market, the political future is even more important. Does the respective country in the cooperative list maintained by the EU council? What does it mean? If the country plans to join the European Nation in the near future or the next years, your corporation will no longer benefit from all those impressive taxes. The respective country will no longer be a financial heaven. Even if the country plans to expand to the EU arena, this movement could affect your corporation.
The jurisdiction is not the only thing that matters. In fact, your country of residence is just as important. It may even affect whether or not your company can be incorporated. If you have already tried to set some offshore companies and failed, where you live might be the reason. Some financial heavens have lists of countries considered ineligible for company incorporation.
Finally, think about the possibility to support your company to keep the tax low – or even down to nothing. Many jurisdictions provide an excellent low tax environment – probably the main reason behind their popularity. Some of them charge zero tax for foreign earnings, which is even better. They practically reduce the hassle and burden associated with tax in other countries. But then, it is critical to understand the taxation system prior to establishing your company.
This step may seem pretty easy and straightforward – just a matter of personal preferences, right? Not really. In fact, there are some requirements and rules you must follow in order to ensure it will get accepted. A rejection is not a ban, so you can try again with a different name. However, you will waste time and perhaps some money as well. Most jurisdictions have some sort of an authority dealing with names – most commonly known as a company registry.
Choosing a company name
While each country may have specific rules, some of them are general and apply to every offshore company – general for regular local companies as well.
For example, the name must be 100% unique. It should not copy another company's name. It should not be too similar to another company's name either. Double check upfront, even if you have actually spent hours brainstorming to come up with a good idea. Someone may have already had the exact same idea. You can always check before submitting an application – most company registry authorities have a database for you to search.
Then, there might be a list of banned words that could cause confusion. For example, you are running a software company, but you cannot use words like:
The company name cannot be a name you choose only. Instead, it requires a suffix to underline its status and profile. For instance, an LLC company name must end with one of the following suffixes:
In the end, no matter what industry you are interested in, a company name check or search is always important to prevent you from making random mistakes and wasting time. It only takes a few minutes of your time.
KYC stands for Know Your Customer. In this case, you are the customer. A jurisdiction or a bank will have to know you better before accepting your application. Why? Simple – to prevent the registration of companies with the purpose of committing crime. Therefore, accepting a new client and their account involves some due diligence.
Just like you have probably guessed already, these documents vary from one country to another. There are small differences here and there, but overall, there are a few general documents you should have ready for submission.
A form of identification is one of the basic documents to submit. It has to be a certified document. For instance, the passport is recognized internationally and it is likely to be accepted by all kinds of institutions.
Second, your address might need to be verified. You need an original or perhaps a copy of a document that proves your residential address. Most institutions will do with a bank statement, a utility bill and so on, but they will usually give you a list of the documents they accept.
Finally, you will need a description of your business activities. What kind of business is it? What industry do you operate in? How do you make profit? What market do you go for?
Now, the required documents also depend on the type of shareholders you have. The above mentioned rules apply to individuals. If one of the shareholders is another company or a corporate entity, you may need a few more documents. Basically, you require a thorough verification of this body too.
You may need an incorporate certificate or something similar, as well as a memorandum of association and the registers of directors.
Delivering your documents
The last step implies delivering your documents. If you are asked for copies, they must be certified. Each company registry will give you a list of what you need to bring, so make sure you have a checklist and every document is there.
Submitting your documents implies submitting the application. Most offshore companies take not more than 48 hours to be registered – assuming everything is perfect, there are no mistakes or other documents required.
At a first glance, while they may raise some question marks and require some education, offshore companies seem perfect. They come with a bunch of benefits that you would never be able to get locally. But then, are they really perfect? Nothing is, so offshore incorporation also comes with some potential minuses.
Disadvantages of offshore companies
Returning money can trigger taxation
This is one of the main minuses associated with offshore companies. It practically refers to the distribution of your income and assets. You gather all this money in an offshore account, in a faraway country that you barely visit a couple of times per year. How are you bringing the money back to your resident country to actually spend?
When money reaches the resident country, they are likely to be taxed. Simply put, money is subject to taxation. At this point, if you wanted to go offshore for a tax free or low tax environment, this benefit becomes history.
Ownership is difficult to prove
There might be times in life when you might need to prove ownership of your company. This could be difficult. There are no public registers. The company cannot be checked overseas. In this case, proving ownership could be a nightmare.
Sure, to most people, anonymity is a serious advantage. You want your assets safe, private and protected. But if proving ownership is in your own interest (numerous situations in life), this could be a challenging aspect.
You need the full picture when it comes to offshore companies, so you must be aware of the potential risks too. Is an offshore company part of a tax evasion procedure? In Europe, for example, authorities try to come up with a legislation that will prevent tax evasion from offshore companies. How? Such a legislation aims to force companies prove that they actually conduct business activities in other countries, which is not always the case.
Risks associated with offshore companies
Switzerland places the tax residence where control of the business entity is managed. On a similar note, the UK does not approve tax schemes. Therefore, the HMRC does not care where the company is incorporated if it operates in the country.
Then, some jurisdictions are more stable than others – economically and politically. You are not familiar with the local market or the government – besides the physical distance could be an issue too. All these things together could cause financial loss.
Now you know how offshore companies work and what kind of benefits they bring in. You know what types of offshore companies you can create, as well as their pluses and minuses. You are also familiar with the registration process and what it implies. Having all this information, you might ask yourself – is an offshore company right for me?
Is an offshore company right for me?
The answer varies from one individual to another. Lots of people are afraid to go offshore because they are not familiar with the market overseas. They do not have any friends with offshore companies, so this industry is completely new to them. They are afraid of the unknown, so they would rather stick to what they are familiar with.
Going offshore implies leaving your comfort zone and exploring new possibilities. Offshore incorporation comes with a bunch of advantages that allows your company to grab some international benefits while still enjoying local conditions of the market.
Going offshore has never been easier and things are likely to become even simpler in the long run. Moreover, this venture is quite profitable. Markets are extremely accessible these days, as there are almost no barriers in terms of global communication and activities.
If you run a small side business that you aim to grow or your business is still too small, offshore incorporation may not be the best idea. If your profit is not big enough to cover your expenses – such as the maintenance fees, an offshore company is not really the best solution for you.
But then, if you make a living out of your business, there are no reasons to overlook offshore incorporation. Sooner or later, more and more small and large companies will do it. Simply put, the question is – are you ready to go global and explore a plethora of advantages?
As a short final conclusion, starting an offshore company is not as difficult as it may seem. It is pretty much like starting a normal company in your own country – you have to research a little and come up with the right documents. Offshore companies do come with a lot of benefits, hence their popularity – but they also have a few potential drawbacks. The more you research, the better you will do.
If there is one thing you need to know now, that is the fact that anyone can open a company offshore. Global communication and markets are open to everyone these days and anyone can make money internationally.