Information / FAQ

Our activity sometimes uses terms that may not be familiar to all.

We also use anglicisms if they are more effective than a circumlocution in French.

If you want a clearer explanation you will probably find the answer here, otherwise ask us for details.

D.T.T. Double Taxation Treaty

Non-Double taxation treaties are bilateral agreements or international tax conventions, signed between two States to ensure that individuals or corporations with taxable activities or assets in the two signatory states will be subject only once to taxation.

[The tax authorities of some countries twist these legal provisions to their advantage by sometimes estimating unilaterally that the rate of taxation in the other country is too low to completely free the taxpayer from the tax owing, and by charging an additional amount of taxes. So we should not have a complete trust in these kinds of treaties, and a careful review of the “details” is absolutely required!].

Offshore

is said in general of any business located outside the borders of the country of residence-and therefore taxation-of its owner [indeed for a Panamanian a business in Panama is not “offshore”].

Non-Resident

A company does not declare itself “Non-resident” It is by the simple fact that its Director and/or “effective place of management” are located outside the country where it is registered

Director

A “Director” according to the Common Law has absolutely no powers granted to a “Directeur Général” in France, for example.

It is simply an officer acting according to the orders of the “beneficiary”. It must ensure that the company is managed in accordance with the applicable rules of law.

A “Nominee Director” does not have the signature on the company’s bank account, he could only have it if a deliberation of the board of Directors, then communicated formally to the bank holding the account, gave him such a Power.

Registered Office

This is the headquarters.

In English law it must be indicated, as well as the number of the certificate of Incorporation, the jurisdiction and the name of the “Director (s)”, on all documents issued by the company, letters, invoices, etc….

Company Secretary

It is a natural or legal person, according to the Jurisdictions, which ensures the proper administrative march of the company. This is no longer mandatory in many jurisdictions.

Beneficial Owner

This is the actual beneficiary, who may be, in the Common Law different from the apparent or legal beneficiary, or the holder of the shares upon incorporation.

This concept is important and makes it possible to understand more clearly the legal frame of Offshore Companies.

Power of Attorney

If you use the services of a secretary and/or a nominee director you will of course wish that they do not control your company, so we will give you at the time of the Constitution the following set of documents:

Company Seal-Dry Seal

Certain documents of the Limited companies must be authenticated using a dry seal.

It is a metal clip that allows you to mark the document where you have previously signed.

If the jurisdiction in which you constitute your company requires the use of a dry seal it will be addressed to you at the same time as the Constitution documents.

IBC: International Business Company

The IBC, or “International Business Company”, is the usual legal form of enterprises held by non-residents in a number of jurisdictions, such as the Bahamas, the British Virgin Islands, etc…

Bearer shares

These are non-nominal shares.

In jurisdictions that do not accept the use it is possible to issue shares in the name of a nominee shareholder and to return them to you with them a certificate of sale undated and signed in blank.

For additional security a document called “Declaration of Trust and Beneficial ownership” will be signed by the nominee shareholders.

With these documents in hand it is possible at any time to complete the forms and register same in order to transfer the shares.

Legalization and Apostille

When a Power of Attorney is issued it is under private seal, which is generally sufficient even to deal with banks or public bodies.

However if you are dealing with Eastern European Countries or with African Nations Governments it may be necessary to have a public document, proving your rights to decide and engage the company which does not APPEAR as belonging to you.

In this context we can have the following documents legalized by a notary:

The notary’s signature is then authenticated by the Ministry of Foreign Affairs, all these documents having an indisputable weight for any interlocutor whatsoever.

Memorandum

This is the act of incorporation of the company, on the basis of which it may be registered in the register of companies or trade of the relevant country.

Articles of Association

These are the statutes of the company. We will provide you with several copies: (3-4 usually) because the bank or banks will ask you for an original copy to open an account (usually you can request they give it back to you after making a copy…. DO IT, it will save you a waste of time if after years you realize that you no longer have any originals.

Nominee Directors or Shareholders

They are natural or legal persons, according to the requirements of the Country, which will act on your behalf for the incorporation of the company.

They allow you not to appear in the public registers and so avoid that anyone can know that you control this or that company.

If you need further information please ask us.

Contact Us

Contact Information

576 Fifth Avenue, Suite 903. NEW YORK NY 10036, USA
269 Farnborough Road, FARNBOROUGH. Hampshire - GU14 7LX, UNITED KINGDOM
5300 Boulevard des Galeries, Bureau 210.QUEBEC (Quebec) G2K 2A2, CANADA
Global Bank Tower, 18Th Floor, 50Th Street. PANAMA CITY, PANAMA
Room 1203, 12/F, Tower 3, China Hong Kong City, 33 Canton Road.TSIMSHATSUI, KOWLOON, HONG KONG