Offshore Company Registration: The Procedure

| by Carlo Scevola | November 18, 2008
In case you are planning for offshore investment projects and business, it is better to evaluate the personal circumstances. In addition, you will also need to consider whether your investment projects and business will suit that particular offshore framework. After understanding the related laws and rules of the offshore jurisdiction, you need to register your offshore company.

Offshore company registration is usually prepared and filed by a Registered Agent. Thereby, you will need to hire an efficient Registered Agent who will prepare the Memorandum and Articles of Association on your behalf.

The Memorandum:

While creating the Memorandum, your Registered Agent will prepare the basic structure of your offshore company. This will include the name and the purposes of the company, the amount of authorized capital, every detail of the shares that you will be issuing, the denomination and the par capita value of the shares. In is also necessary to include classes and the rights attached with your company’s shares. You Registered Agent will also have to include any other information that are related or may affect the existence of your offshore company.

The Articles of Association:

It is the Articles of Association that govern relations between the different members of your offshore company up to a great extent. Thereby, it is an important part of your offshore company registration. The Articles of Association basically deal with the procedures by means of which you will call meetings of shareholders and transfer shares. These articles will also determine the passing resolutions as well as the restrictions in terms of transferring the shares. Your Registered Agent will also need to explain the details of various powers of the directors and shareholder as well as restrictions on those powers in the Articles of Association. In general, the Articles of Association of your offshore company will serve as a rulebook.

However, you can change your company’s Memorandum and Articles of Association once it is registered. All you need to do is to pass the directors and shareholders resolutions. Generally, the Registrar of Companies issues Certificate of Incorporation once the Registered Agent files the Memorandum and Articles of Association. The Certificate of Incorporation includes the name of your offshore company along with the date of its incorporation and Company Number.

This Certificate of Incorporation is actually the legal evidence of your company's existence. Normally, the time taken for offshore company registration varies between 24 hours and seven days after completing all the formalities. However, the time may vary depending upon the offshore jurisdiction.

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