 We hope that the answers to the following questionnaire will provide useful information:
1. What is an Offshore Corporation?
An Offshore Corporation is a separate legal entity recognized by the international law, having the right tο carry out any lawful businesses.
It can be maintained indefinitely with the only condition being that it carry out its obligations tο the jurisdiction in which it has been registered.
2. How is an Offshore Company formed?
The procedure for the formation and registration of an Offshore Company is carried out by the registered agents (individuals or companies) in the jurisdictions, which have adopted the laws for the registration of Offshore Companies such as Marshall Islands, Seychelles, Cyprus, Liberia, British Virgin Islands etc.
The registrations are made through the Registrar of the Companies, always in accordance with the instructions of the beneficial owners.
The Company is registered with its name and the various fees are paid on incorporation of the Company. The name of the Company is accepted for registration by the Registrar provided there is no existing Company with the same name in this jurisdiction.
The annual fees of the Corporation are paid every year through the registered agents so that it will always be fully-compliant with the requirements of its jurisdiction.
3. What documents are required for the formation of an Offshore Company?
a.) The Articles of Incorporation or Memorandum of Association depending on the legal system on which is based the Offshore Company.
This document confirms the registration of the Company with the Registrar of Companies and includes basic information for the Company, such as its name, the type of shares, the purpose for which the Corporation is formed and its activities.
b.) The By-laws (or the Articles of Association, depending again on the legal system) contain the internal organization of the Corporation and determine the rights and obligations of the persons who are related to the existence and operation of the Company.
The By-laws can be amended by resolution of the board of the Company's directors, or by resolution of the majority of its shareholders.
c.) The shares or the certificates of shares,
d.) The Company's seal
e.) The minutes of meetings of the board of directors.
4. What information or documents are kept in the public files of the jurisdiction in which the Company is registered?
The information or documents depend on the requirements of the jurisdiction in which the Company is registered and on the majority of cases these are:
- The name of the Corporation and the date of registration.
- The copy of Articles of Incorporation (or Certificate of Incorporation) and By- laws (or Memorandum and Articles of Associations).
- The name and the address of the registered agent.
- The names and the addresses of the directors and shareholders.
5. How and when is the capital of the Company paid? What is the type of shares are there? How are the shares transferred?
The formation and registration of the Company are made and the authorised capital is only nominated (it is not paid up). There is no need for the authorised capital to be increased to correspond to the real value of the Company's property.
The shares or the certificates of shares are issued in registered form or in bearer form according to the provision of the Memorandum and the Articles of Association.
The shares or certificates of shares are delivered to the owners after board resolution and can be easily transferred.
6. What are the nominee directors and nominee shareholders?
Nominees (directors and shareholders) are the persons who are appointed to be the directors and shareholders of the Company in case the beneficial owners wish to keep their anonymity.
7. How can the beneficial owners be insured against the consequences of malpractice by the nominee directors and nominee shareholders?
There are specific legal and absolutely legitimate procedures, which insure the beneficial owners completely. Prime Interservices Ltd. may administer the whole subject by securing the legal co-operation of the beneficial owners with a series of documents.
8. What advantages can be achieved by the use of an Offshore Company?
-Reduction of the beneficial owner’s personal liability since all actions, contracts, agreements and activities are made by the Company.
-Separation of business activities and protection of the beneficial owners' assets.
-Reduction of taxation.
-Enhanced flexibility, since all transactions are carried through the Corporation instead of the beneficial owners personally.
-Complete anonymity of the beneficial owners.
-Financial continuity.
-Enhanced financial privacy in a world of inter - connected database.
-Easy and anonymous way of transferring ownership of almost any asset.
–Minimized economic and political risks.
9. How is an Offshore Company used?
An Offshore Company can be a useful tool for just about any kind of business or profession. However, experience shows that most Offshore Enterprises fall into one of the following broad categories:
a.) For Import or Export Companies and International Trading Companies either outside or within the EU (where the company is registered within EU for VAT). In general, the Offshore Company can be used between the buyers and the sellers as an intermediate Company, acting independently.
b.) For holding real estates. An Offshore Company can often create legal avoidance of capital gain taxes, inheritance and property transfer taxes.
c.) For holding shares and investments through the Stock Exchange or elsewhere. The Offshore Company is presented to be the owner while the beneficial owners are keeping their anonymity. One way to use an Offshore Investment Company is to earn profits from dividends and trading in a low, or no-tax jurisdiction.
d.) For holding pleasure yachts and other valuable items.
e.) For Shipping Companies.
f.) For opening and maintaining bank accounts anywhere.
g.) For Professional Service and Intellectual Property Companies.
h.) For Finance Companies. The Offshore Company can be used tο fund another Onshore Company through loans. Using this strategy, the group of Companies can effectively loan funds to itself and collect interest income in a zero - tax jurisdiction.
i.) The Offshore Company can set up a branch office in Greece under the provision of law 89/67 (and its amendments per laws 814/78 and 2234/94).
10. What is the profile of the Prime Interservices Ltd. and what services are offered to their clients?
Offshore Global Services Inc. is an international company specialising in the formation, registration and administration of Offshore Companies of any jurisdiction.
The company in Greece is represented exclusively by the Prime Interservices Ltd. Who offer the following services:
a.) Formation and registration of Offshore Companies at any jurisdiction.
b.) Provision of complete anonymity to the beneficial owners when they so wish.
c.) Provision of any legitimate procedures for purchasing of real estates, pleasure yachts or other valuable items.
d.) Opening of bank accounts.
e.) Provision of full administration, management, secretarial and accounting services, as well as provision of telephone, fax lines and re-mailing services from the registered office or any other office in any jurisdiction.
f.) Preparation and provision of minutes of meetings, appointment of attorneys in any jurisdiction, preparation or amendments of Bylaws and contracts or agreements, according to beneficial owners' instruction.
g.) Registration of vessels and pleasure yachts, changes of flag, mortgages, etc.
h.) Any other services similar to this specific type of companies.
i.) There are in stock a number of ready made Offshore companies for immediate (within one hour) delivery.
j) The beneficial owners enjoy by our company absolute confidentiality, quick services and reasonable charges.
11. What are the points which need to be taken into account in order to establish an Offshore Company in a specific jurisdiction?
a.) The charges for formation, administration and maintenance.
b.) The communications and the political stability.
c.) The double treaty agreements signed between the specific jurisdiction and the other countries with which the Offshore Company will come in contact during its activities.
d.) The legal system in which the Corporation is based.
e.) The speed with which the various documents are processed and delivered.
f.) The information which is kept into the public files and concern the Offshore Company.
12. What is the cost for the formation an Offshore Company?
The cost of an Offshore Company depends on the jurisdiction and the additional services the beneficial owners wish to receive. Our current prices can be given on request.
13. How an Offshore Company ordered through the Prime Interservices Ltd.?
The attached application form should be filled and sent to Prime Interservices Ltd. who handle the whole procedure and deliver to the clients the documents applicable to the Offshore Company ready for further use.
14. What you should observe during the operation of the Offshore Company?
The typical mistakes made in the operating Offshore Companies are failures to follow formal corporate procedures (documents, resolutions, book of accounts - where they are required). Observing the correct corporate procedures means keeping all the proper documents with respect to the appointment of directors, issue the waiver of meetings, record the minutes of meetings, the issue of shares. Shareholders’ meetings may have to be connected at prescribed intervals and records tο be kept. When the Company opens bank accounts or enters into contracts, directors' meeting must be held, resolutions passed and minutes kept. Likewise proper books of accounts should also be kept. These matters are often neglected particularly if the Corporation is registered in a jurisdiction where filing of audited accounts, or names of directors and shareholders in the public registry is not compulsory. The failure to observe the proper corporate procedures is likely to expose the Company to the risk of legal dispute or to invalidate it.
In other words the beneficial owners could lose all the benefits of offshore Company (limited personal liability, tax advantages etc.) at precisely the moment when they need them most.
The following are in brief the basic minimum requirements, which are important for a corporation to be followed:
-The Articles of Incorporation (or Articles of Association) and By-laws (or Memorandum of Association) to be carefully followed.
-For any meetings proper notice (waiver) to be issued and distributed tο the interested parties.
-The annual meetings, of stockholders and directors to be maintained.
-The election of the new directors to be made properly and to be recorded in the Minute book.
-Proper minutes to be recorded during the meetings of shareholders and directors.
-The election of the officers tο be recorded properly.
-Any amendments in the list of the directors, shareholders οr any other information concerning the company and necessary to be maintained in the public files to be recorded properly.
-File statements of profits and expenses.
-Retain continuously the services of a resident agent.
-All action of stockholders to be made by vote and recorded in Minutes of meeting.
-Α proper contract to be made for any services contracted for by the Company.
-All funds and assets are properly conveyed between the Company and other entities or individuals.
-Corporate and personal funds to be kept separately.
-All corporate loans to be properly recorded in Corporate Minutes.
-Maintain current accounting and other records for the Company.
-Stock ledger tο be kept. New stock certificates tο be issued when necessary and redeem transferred certificates as such transactions take place.
-Always recording same in stock ledger.
-Whenever signing official corporate instruments or documents, sign on behalf of the Company and indicate title, rather than as an individual. This presentation is for information purposes only and cannot be taken to constitute legal or other professional advice.
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