A Comparative Study Of The Three Largest Off Shore Company Registration Sites In The World

At present, Bermuda, Cayman Islands and BVI British Virgin Islands are the three largest Off Shore Company registrations in the world.

This article focuses on the Bermuda company law of 1981 (the Bermuda Company Law), the Cayman Islands revised 2000 version of the company law (Cayman Islands Company act), and the British Virgin Islands 1984 International Business Corporation Act ("British Virgin Islands public justice").

The Off Shore Company of this article refers to Limited by Share Ltd, that is, the overseas companies of the Bermuda and the Cayman Islands ("Exempted Companies") in the Memorandum of Association, and the international business companies of the British Virgin Islands ("International Business Company" or "IBC").

(1) Bermuda.

All overseas companies issuing or pferring shares must be approved by the Bermuda financial authority, and the beneficiary must disclose their identity to the Financial Bureau.

Submit all information together with the application (except for the information contained in the company's Outline).

Certain business activities may require permission or special approval.

(2) the British Virgin Islands.

The establishment of a company does not need the approval of the government.

But some business activities may require permission or registration.

(3) the Cayman Islands.

The establishment of a company requires no government approval, but certain business activities may require permission or registration.

Procedures established by Off Shore Company

(1) Bermuda.

It is necessary to submit to the Bermuda Financial Bureau Overseas applications and relevant information for approval.

The company outline should be submitted to the company registry (Registrar) for registration.

The company registry is responsible for issuing the certificate of incorporation.

The formalities of company establishment can normally be completed within one or two days.

(2) the British Virgin Islands should submit the articles of Association (Articles) and outline to the company registry, and submit a certificate issued by a lawyer or company registration agency responsible for handling the establishment of the company, confirming that the establishment of the company is fully in line with the requirements of the Bvi Companies law.

The formalities of company establishment can normally be completed within 24 hours.

(3) the Cayman Islands.

Two signed company outlines are generally required to be submitted to the company registry.

A director who intends to serve as an overseas company must also submit a statement to the company registry to confirm that the business activities of the overseas company will basically take place outside the Cayman Islands.

The formalities of company establishment can normally be completed within 24 hours.

Off Shore Company

(1) Bermuda.

The organizational documents of overseas companies include the company's outline and the articles of Association (Bylaws).

The company's outline stipulates the terms and powers of the operation of an overseas company.

The company generally adopts the standard operating scope contained in the second Bermuda company law.

Unless explicitly excluded, the standard power contained in Article 1 of the Bermuda company law will also be adopted.

The company's outline should be submitted to the company registry for public inspection.

The articles of association stipulate the rights and obligations between the company and its shareholders and senior managers, and they are not required to be submitted to the company registry.

(2) the organizational documents of the British Virgin Islands International Business Company include the company's outline and the articles of association.

The outline should include the company name, the registered address, the name and address of the registered agency, the company's objectives, and the details of the capital structure.

In addition, a declaration of activities that the company will not engage in activities under section 5 (1) of the Bvi Companies act shall be submitted (except for special permission).

When an outline is submitted to the company registry for registration, both articles of association must be submitted at the same time, both of which are available for public inspection.

(3) the Cayman Islands.

The company's organizational documents include the company's outline and articles of association.

The outline must specify the name and address of the company and the scope of operation of the company.

Unless the outline is clearly defined, overseas companies can exercise all the powers that natural persons can exercise.

If there is no registration of articles of association with the company registry, the provisions of the Cayman Islands Company law form A shall apply.

The articles of association stipulate the rights and obligations between the company and its shareholders and senior managers.

The articles of association are not generally available for public inspection.

Directors,

(1) Bermuda.

Directors of overseas companies must not be less than two.

The company may appoint (a) two directors, or (b) a secretary and a director, or (c) a secretary and a permanent representative, who must be a resident in Bermuda.

Only a permanent representative is required for a listed company.

Corporate directors are not allowed.

An overseas company must also appoint a president and a vice president, or appoint a chairman and a vice chairman.

(2) the British Virgin Islands International Business Company must have at least one director.

Directors may not be British Virgin Islands residents.

Legal persons are allowed to serve as company directors.

There is no specific requirement for appointing a senior manager.

An international business company must have a franchised registration agency.

(3) the Cayman Islands overseas company should have at least one director.

Directors may not be residents of the Cayman Islands.

Legal persons are allowed to serve as company directors.

Overseas companies must have corresponding senior management personnel in accordance with the provisions of the articles of association.

5. Register of shareholders and shareholders (1) Bermuda.

Overseas companies should have at least one shareholder.

There can be Nominee Shareholders.

All shareholders of an overseas company must register in the register of shareholders.

The register must be kept in public address at the registered address of the company (except mutual fund company).

(2) the British Virgin Islands International Business Company should have at least one shareholder.

There can be nominal shareholders.

International business companies must set up a register of shareholders.

The company's registered address should be kept in a register of shareholders, but not for public inspection unless the register of shareholders has been submitted to the Bvi Companies registry.

(3) the Cayman Islands.

An overseas company should have at least one shareholder and a nominal shareholder.

The names of all shareholders of overseas companies must be recorded in the register of shareholders.

The register of shareholders is not required to be kept in the registered address of the company, nor is it required for public inspection.

Off Shore Company board meeting

(1) Bermuda.

Board meetings do not have to be held in Bermuda.

The articles of association generally stipulate that a director may hold a meeting on pactions and management when he thinks fit.

Notice of board meeting must be issued to all directors.

A board meeting requires two directors to be effective.

(2) the board of directors of the British Virgin Islands does not have to be held in the British Virgin Islands.

Each director must receive a meeting notice three days before the start of the board meeting.

The quorum of a board meeting shall be prescribed by the company's outline or articles of association.

Directors may also act on the basis of the written consent of most directors.

(3) the Cayman Islands.

Board meetings must be held in the Cayman Islands every calendar year.

Board meetings may be entrusted to agents.

The notice of the meeting shall be sent in accordance with the provisions of the articles of association.

Unless otherwise stipulated in the articles of association, the meetings of the board of directors or their committees may be held effectively when only one director is present.

Disclaimers and compensation for directors and senior managers

(1) Bermuda.

According to the Bermuda company law, the agreement or arrangement reached between the articles of association or any company or any senior management may exempt or compensate the company officials for their liabilities or losses arising from negligence, fault, breach of contract or breach of trust obligations.

But it does not include fraud and infidelity.

(2) the Bvi Companies law of the British Virgin Islands stipulates that directors and senior managers of a company are not exempt from personal liability arising from the management of the company's business according to the company's outline or articles of association.

But if they work honestly for the best interests of the company, the company can compensate them for the losses they have suffered.

If a director or senior manager involved in a criminal procedure has no reasonable reason to believe that his conduct is illegal, the company may also make compensation for them.

(3) the Cayman Islands.

The Cayman Islands Company law does not limit the extent to which the articles of association compensate the senior management and directors of a company.

The only exception is whether the compensation should be violated by the court of the Cayman Islands, such as compensation for losses caused by crime, infidelity, maliciously negligence or negligence.

Off Shore Company shareholders' meeting

(1) Bermuda.

Overseas companies must hold a general meeting every calendar year.

Unless otherwise stipulated in the articles of association, the shareholders' meeting can be effectively convened only by one person.

The notice of the annual general meeting or special meeting of the shareholders shall be delivered at least five days before the start of the meeting, and the notice of less than five days shall be subject to the consent of the shareholders.

The company's articles of association may provide longer notice time.

The directors shall preside at the shareholders' special meeting with the request of shareholders holding not less than 10% of the principal of the paid shares.

Shareholders' meetings may not be held in Bermuda.

(2) the British Virgin Islands.

International business companies do not need to hold annual meetings of shareholders.

The shortest period for notification of shareholders' meeting is seven days.

The company's outline or articles of association can provide longer notice period.

The director shall preside over the shareholders' special meeting in accordance with the written request of a shareholder holding 50% (a lower percentage of the company's outline or articles of association).

Shareholders' meetings may not be held in the British Virgin Islands.

(3) the Cayman Islands overseas company does not have to hold an annual general meeting of shareholders.

Unless otherwise stipulated in the company's outline and articles of association, the minimum period of notice for shareholders' meeting shall be five days, and the shareholders' meeting may be convened by three shareholders.

Shareholders' meetings may not be held in the Cayman Islands.

Off Shore Company Equity Fund

(1) Bermuda should have at least $12000 in issue capital stock.

Bearer shares and non par value stocks are not allowed.

The stock can be issued at full price, spread or zero price.

(2) the British Virgin Islands has no minimum capital stock or issued equity capital.

An international business company must be a Limited by Share Ltd. It may issue registered or bearer shares, whether or not the shares have a face value.

Shares must be issued at full price, but they can also be issued on the basis of promissory notes or other written debt repayment commitments.

(3) the Cayman Islands.

There is no minimum capital stock or equity issue.

The annual government fees payable by the company shall be paid on the basis of its authorized share capital (up to US $50000).

Allow bearer stock and non par value stock, which can be issued at full price, spread or zero price.

Off Shore Company annual fees and income

(1) Bermuda.

Offshore companies shall pay the expenses in January each year after the establishment and after the year (if the establishment date is reduced by half after August 31st.)

The fees are calculated at a minimum of $1780, or up to US $27825, based on the amount of the equity capital and the stock issuing premium.

The company must report the annual income statement, list the main business of the company (according to the relevant classification rules), and specify the company's estimated capital in the year before August 31st.

(2) the British Virgin Islands requires international business companies to pay a fee to the Bvi Companies registry in May 31st or November 30th (according to the decision of the establishment date in the first half or the second half of the year) from the inception of the establishment. The fees are based on the sliding calculation of equity Capital: the A. equity fund is equal to or less than 50000 US dollars, and it pays 300 US dollars.

B. has a capital stock of more than US $50000, paying us $1000.

C. There is no need to fill in the annual income statement.

(3) the Cayman Islands.

Overseas companies are required to pay a fee in January every year.

The payment standard is calculated according to the type of company and the amount of equity capital.

Every January, overseas companies must fill in the declaration form.

In addition, overseas companies have to confirm that their company outlines have not been changed, and their business is mainly conducted outside the Cayman Islands and at least one board meeting in the Cayman Islands.

Off Shore Company tax

(1) Bermuda.

In addition to Bermuda residents, they do not levy taxes on overseas companies or their shareholders.

Overseas companies may apply to the Ministry of finance, and may very well receive a commitment from the Ministry of finance of Bermuda. This commitment can make it clear that even if the legislation of Bermuda is to be taxed in accordance with profits or gains, or based on assets, income or value-added tax, or by the nature of real estate or inheritance, it will not apply to overseas companies and their business activities until March 2016, nor is it applicable to the company's stock, credit obligations and other debts.

Such taxes apply only to residents who live in Bermuda, who hold shares, credit debts or other debts of the company, or lease or sell the land to the residents of the company.

(2) the British Virgin Islands does not levy taxes on international business companies or shareholders who live outside the British Virgin Islands.

The British Virgin Islands Government does not guarantee or guarantee future taxation.

(3) the Cayman Islands.

The Cayman Islands do not impose taxes on overseas companies and their shareholders.

Overseas companies have the right to guarantee from the government of the Cayman Islands. The Cayman Islands legislation on profits, gains, gains, value-added taxes, and taxes on property and inheritance will not apply to overseas companies, nor to their shares, nor to a prepayment.