Documents to Submit for Offshore Company Incorporation and Certificates You’ll Get Afterwards

It is quite often that Q Wealth customers ask us what documents they are to submit to have their offshore company incorporated. The certificates a newly-minted business owner will eventually get are no less important, as is the question whether they will sign the foundational documents for their company. Tricky as they are, these issues have no definite answers and you won’t find any one-size-fits-all solutions. The reason is simple: every offshore jurisdiction comes with its own set of company incorporation rules, business forms, company ownership structures, confidentiality requirements, and various other variables. Having no definite answers to the above, you will hardly ever build a thriving business in a tax-free jurisdiction.

One of the key aspects to understand is whether you need to sign any documents as the owner of your offshore company. The answer is simple: you don’t. However, as a novice offshore business owner, you may be unaware of certain details. Say, if you are the only shareholder of the company, you will have to sign the share certificate. Mind that the above is the only document that proves your ownership rights. When dealing with these issues, you will discover many other subtle points to consider.

Depending on your specific situation and goals, the documents you need to register an offshore company may vary. You cannot rely on a general list that applies to all cases, especially if you have other reasons for setting up an offshore company besides doing business. Say, you may want to protect or diversify your assets, reduce tax liability, change legal residence, or move funds to a low-tax jurisdiction. 

For a complete up-to-date list of incorporation documents for your offshore company, feel free to reach out to the Q Wealth team. Supported by us, you will not only discuss all your needs and goals during a free personalized consultation but also receive a bunch of new information that will prove useful for your future business.

Documents to prepare for smooth company incorporation

Operating outside their home country, offshore businesses benefit from asset protection, confidentiality, and tax optimization.

Here’s what you should do before registering an offshore company:

• Clarify the procedural details for offshore company incorporation in the chosen jurisdiction.
• Understand document requirements and submission rules for an offshore company.
• Select the company structure that suits your business needs and goals.
• Address the changes in your tax residency status after you register your offshore company.
• Assess your available budget and the costs of offshore company incorporation.

Different tax-free jurisdictions have varying laws and regulations that govern the registration process. This is true for many organizational procedures, including the preparation and submission of certain documents. Depending on their importance and necessity, the latter can be classified as either main or additional.

Depending on your offshore jurisdiction of choice, offshore company requirements and principles may vary, although they are very much alike in general. NB: nearly all offshore states offer streamlined and easy-to-follow offshore company setup procedures. The Memorandum and the Articles of Association are the main documents to submit for the above purpose, although they are not the only ones. In the following sections, we will explain why they are essential and how to duly prepare the said documents.

Memorandum of Association

Drafted by the jurisdiction’s government bodies, the Memorandum of Association is a regulatory act. This agreement between company shareholders is vital for your offshore company as it outlines general rules as to the corporate entity’s structure governing its setup. What is more, the Memorandum of Association determines how company shareholders will manage their business.

This is what the Memorandum of Association governs:

• asset distribution and/or transfer
• profits and/or losses distribution between company members
• rules regulating the resignation of company founders.

Below, you will discover what information these company documents shall contain:

• company name
• passport details of company founders, with their residential addresses
• registered agent’s details (mind that the said registered agent is a government official)
• legal address (to be agreed with the registered agent)
• provisions outlining the company’s objectives and powers
• authorized share capital, its amount, and the currency it is issued in
• company’s activities
• provisions regulating shareholders’ limited liability
• subscribers’ memorandum of association incorporating the offshore company.

Articles of Association

This standard company document shall be approved by its founders. It contains a set of regulations describing the company’s incorporation goals, structure, business type, contractual arrangements, and type of economic activity. For an offshore company, it is a constitution of sorts and is equally important.

Inter alia, the company’s Articles of Association describe its management bodies and their operating principles, as well as procedures for cooperating with legal entities, individuals, and government agencies. The Articles of Association also set both the rights and obligations of the company’s shareholders and the powers of the offshore company itself.

In the Articles of Association, you will commonly find this essential information:

• Amount of shares issued and the issuance procedure.
• Type and/or class of issued shares. NB: In many jurisdictions, corporate rules prohibit the issuance of certain share types. Be sure to check whether it applies to your particular offshore jurisdiction before you proceed with offshore company setup.
• Provisions outlining share buybacks, their transfers to third parties, pledges, encumbrances, and the terms thereof.
• Principles and procedures governing changes to the company’s authorized capital.
• Sanction provisions applied to failures to pay share dividends.
• General shareholder meetings and their procedure.
• Company liquidation scenarios.
• Delegation of powers, establishment of quorums, and decision-making procedure for shareholder meetings.
• Protocols for appointing the company’s management team, including its directors, secretaries, and treasurers tailored to the legislative requirements of specific offshore jurisdictions.
• Division of powers between directors who form the company’s BoD.
• Financial reporting standards (applied to accounting books, share and beneficiary registers, etc.).

Registered agent

A registered agent is a person who is authorized and licensed by the government or a regulatory body to act on behalf of a new business in most tax-free or low-tax jurisdictions. The main role of the registered agent is to submit the documents required for business registration.

The registered agent signs the following documents on behalf of the beneficiary or the founder of the offshore company:

• Memorandum of Association
• Articles of Association
• Minutes of the first offshore company shareholder meeting
• Resolutions of the above meeting.

Other essential documents

A company that is about to operate in a tax-free or low-tax jurisdiction can issue other legal documents to verify and/or confirm its status, activities, and powers, or to support its claims in legal or notarial matters. Depending on the company’s incorporation jurisdiction, local government bodies may issue additional documents, including a Registered Office Certificate, Shareholder Certificate, Secretary’s Certificate, extracts from the Chamber of Commerce register, and more. Let’s discuss them in more detail below.

Certificate of Incorporation

The Certificate of Incorporation is the document that an offshore company receives after it has completed the registration process. This certificate confirms the registration and the official status of the company in the chosen jurisdiction.

Extract from the State Register

Government authorities of each jurisdiction maintain beneficial owner registers. It is for various purposes that a legal entity may need to obtain an extract from such a state register, e.g., the sale or transfer of assets, businesses, or other property.

Government authorities of each jurisdiction maintain registries of beneficial ownership, which show the real company owners. A legal entity may need to obtain an extract from the state register for certain purposes, e.g., selling its business, property, or other assets.

The said document is a confirmation of the fact that the offshore company indeed owns its assets. This is the information it typically contains:

• A copy of the Memorandum of Association, which contains information about the registered agent, the legal address, the authorized capital, and the purpose of the company.
• A copy of the Articles of Association.
• Details about the directors and the shareholders of the company.
• Copies of its protocols that reflect any changes in the management or the activities of the company, as well as its annual reports.

Resolution (minutes) appointing company directors

Offshore company shareholders elect the director(s) of the company at a general meeting by direct vote. The corresponding BoD resolution (Resolution of the Subscriber) discloses the personal data and the relevant details of the elected individuals.

Declaration of nominee director

The Declaration of Nominee Director is a document that certifies the appointment of a nominee director for the offshore company describing the roles and responsibilities of such a nominee director. In many tax-free jurisdictions, the beneficiaries registered in the offshore company’s country can use nominee services to increase their confidentiality.

Blank stock transfer and/or director appointment forms

A blank (unexecuted) stock transfer form is a document that an offshore company’s nominee director signs before being appointed. The document is blank and does not specify any details of the share transfer. It allows actual shareholders to make changes in the company’s share ownership structure at any time, with no need for the nominee’s approval. 

The director appointment form confirms the nominee is appointed as the offshore company’s director.

General and limited powers of attorney

General and limited powers of attorney are the 2 PoA types an offshore company may issue. A general power of attorney gives the attorney broad powers to act on behalf of the offshore company, e.g., open, close, or manage bank accounts, dispose of the company’s assets, and so on. The beneficial owner can instruct the nominee director to issue a general power of attorney to either a third party or themselves.

A limited power of attorney gives the attorney specific and limited powers to act on behalf of the offshore company for a certain period. The nominee director may issue a limited PoA to a third party for carrying out certain commercial transactions or legal actions on a limited basis.

Register of shareholders

The Register of Shareholders, also known as the Register of Members, is the offshore company’s current shareholder list. The secretary or the director, as appointed by the Board of Directors, keeps and updates the Register of Shareholders regularly.

This is the information about the company’s shareholders (members) that you will find in its shareholder register:

• their names and contact addresses
• number, class, and type of shares they own
• amount they paid or agreed to pay for each share
• date when they became members of the offshore company
• date when they stopped being members of the offshore company.

Register of directors

The Register of Directors is a document that every offshore company must keep. Unless otherwise specified, it is stored at the registered office of the offshore company. For audit purposes, it must be accessible to the regulators or the supervisory authorities of the jurisdiction where the company is registered. The document contains personal data of the company directors, e.g., their country of residence, citizenship, and appointment dates.

Tax residency certificate

A tax residency certificate is issued by tax authorities of the jurisdiction where the offshore company is registered. It either confirms or denies the offshore company’s tax residency status in that jurisdiction. With a tax residency certificate, the company can avoid double taxation. 

This is when the offshore company may need a tax residency certificate to prove its tax affiliation with the incorporation jurisdiction:

• to buy real estate abroad
• to set up the company’s branch and register it with the corresponding tax authorities
• to open a bank account in another jurisdiction.

Certificate of good standing

Local authorities issue the Certificate of Good Standing to confirm the offshore company’s status and compliance. The certificate has a validity period that depends on the company’s registration renewal term or expires with the payment of regular registration fees.

Certificate on non-trading

The Certificate of Non-Trading is a document that the director of the offshore company signs to confirm that the company has not engaged in any commercial activities or incurred any financial obligations or liabilities since its registration. The document proves that the company has no business operations. This type of certificate is often used when selling ready-made (shelf) companies in the United Kingdom and the British Virgin Islands (BVI).

Certificate of incumbency

The Certificate of Incumbency certifies the names and positions of those who manage the offshore company, e.g., its director, secretary, and other key figures. The document can be issued by the registered agent, the secretary, or commercial register authorities of the jurisdiction where the company is registered.

KYC and AML procedures

Customer Due Diligence (CDD) is a formal verification procedure that you need to undergo before choosing an offshore service provider. The procedure typically involves applying Know Your Customer (KYC) and Anti-Money Laundering (AML) programs to ensure the legality and transparency of your offshore business. Contrary to popular belief, KYC and AML procedures are not obstacles but safeguards for your offshore operations. With them, your business gets safer and easier to run.

At Offshore Pro Group, we offer only legal offshore solutions and avoid any gray schemes. Therefore, we conduct careful due diligence on our clients and the beneficial owners of the companies we register. The Offshore Pro Group team appreciates your cooperation in this matter.

We keep all the information we obtain for KYC and AML purposes confidential and do not share it publicly. The KYC/AML process is the first step in our collaboration with you. We will proceed with fulfilling your requests only after we verify your identity and background.

Due Diligence

If you are an individual who wants to register an offshore business with us, please fill out our internal Due Diligence form and provide us with the below information. Mind that with Q Wealth, any information of yours always remains confidential:

• Full name.
• Residential address, including your phone number, email, postal code, street, region, city, and country. Verifying your address with a paid utility bill will speed up the document preparation and your bank account will be opened sooner than expected.
• Business address, with the same details as your residential address.
• Proof of the origin of funds.
• Your current employer, profession, and position, if you have a job. Please also confirm your company’s details.
• Nature of your business and related information, if you are self-employed.
• Answers to additional questions, like Do you or any of your family members or close relatives hold a senior political, government, military, or judicial position in your jurisdiction?

To register an offshore business, you need to provide certain documents that identify you:

• Copy of your international passport. You need to have it translated into English by a certified translator and notarized.
• Copy of your national passport from your country of citizenship or residence. Please scan the pages that show your date of birth, date and place of issue, residential address, clear photo, and signature. You also have to get a notarized translation of these pages into English.

If you are a citizen of the EU/EEA, you can use your ID card or driver’s license instead of the above national or internal passport. Copy both sides of the corresponding document and get them translated into English and notarized. Nationals of Canada or the USA may also use their State ID Cards or driver’s licenses as alternatives.

• Copies of documents that verify your residential address (Proof of Residential Address). These documents should have your name and address on them. They can be utility bills, utility payment receipts, landline phone bills, bank statements, credit card statements, or similar documents that show your address.
• Bank reference for your account.
• Bank statement for the last 3 months.

• A professional reference letter from a lawyer, certified accountant, partner, or employer. The letter should be in English, on official letterhead, include your name and address, and have all the details and contact information of the person who wrote it. We can give you a sample professional reference letter if you need one.
• A CV that shows your work experience and skills. You can use a PDF version of your LinkedIn profile if you have one in English. If not, we will provide you with a sample CV.

Choosing a reliable business partner

You don’t need to visit the jurisdiction where you want to register an offshore business. This is especially convenient if for whatever reason you experience travel difficulties. Feel free to do everything online, including document preparation, business structure setup, and the permitting stage. Please note that it is vital to choose a reliable partner or intermediary who can handle everything for you.

When you work with an offshore service provider, you should sign a detailed agreement and give them the authority to set up a legal entity for you. The agreement should stipulate all incorporation terms and conditions as well as the provider’s trust powers. You will also have to prepare certain documents but you will enjoy expert assistance from the Q Wealth team.

The offshore service provider will act as your agent and sign the documents with the State Register authorities. To avoid issues later on be careful with the Memorandum and the Articles of Association when you register a business. Say, you may not leave any blanks or gaps in the General Power of Attorney or your Trust Declaration, especially where the name of the attorney is. This is especially important for title and ownership documents. If you have a legal dispute regarding beneficial rights, such a document might not be valid in court, even if it is notarized and apostilled.

Choosing an offshore service provider is not only about the price. You should also consider their reputation, competence, and the legal support they offer.

Don’t hesitate to talk to the provider about opening a corporate bank account in the jurisdiction where you are about to register your business. This way, you’ll be able to find the best option for your needs.

Required documents

When you set up an offshore company, you need to prepare different documents depending on your desired jurisdiction, legal structure, ownership arrangement, and registration goals. Please note that each offshore jurisdiction comes with its own rules and document requirements.

Mind that we are talking about 2 sets of documents here. The first set is for the registration phase and the second set is the one you will receive after your offshore company has been successfully registered. With multiple offshore jurisdictions to choose from, we will discuss 3 popular ones here, namely, Nevis, Panama, and the Marshall Islands. If you require any information about other jurisdictions, please contact Q Wealth experts.

Company incorporation in Nevis

With its low taxes and high privacy, Nevis is highly attractive for future company founders. Many offshore businesses choose to incorporate IBCs (International Business Companies) or LLCs (Limited Liability Companies) here. The registration process is fast and easy, as long as you have all the documents you need, and you are hardly likely to experience any issues.

Documents you will need to set up an offshore company in Nevis:

• Apostilled Certificate of Incorporation
• Articles of Incorporation
• Endorsement Certificate
• By-Laws
• Certificate of Formation
• Minutes of the First Meeting of the Incorporator and the Subscriber
• Minutes of the Organizational Meeting
• Transfer of Subscription Rights
• Share Certificates
• Page with Apostille.

If you want a nominee service for an individual shareholder, you will also get these documents:

• Trust Declaration
• Incumbency Certificate
• copy of the nominee’s passport
• copy of the nominee’s utility bill
• bank recommendation letter or account statement.

If you want a nominee service for an individual director, you will also get the below documents:

• Power of Attorney
• Incumbency Certificate
• copy of the nominee’s passport
• copy of the nominee’s utility bill
• bank recommendation letter or account statement (either of the two).

Company incorporation in Panama

You can use different business types for your offshore company in Panama, such as S.A., INC, or CORP. Mind that Private Interest Foundations are also popular. Yet, you should know that many documents for a Panamanian offshore company are not part of the standard package, so go ahead and order them separately. NB: an apostille is not included in the price, so if you need the service, discuss this issue with our experts. In the case of nominee services, you might need more documents.

These are the documents you will need to set up a Panama offshore company:

• Articles of Incorporation
• Apostilled Extract from the Register
• Share Certificates
• Minutes of the BoD Meeting
• Apostilled Minutes of the BoD Meeting
• Nominee Service Agreement
• Page with Apostille
• Apostilled Power of Attorney.

It usually takes about 12 days to prepare these basic documents for your Panama offshore company:

• notarial instrument for company incorporation
• company Incorporation Certificate (with an English translation)
• Certificate of Good Standing for the company
• minutes of share issuance
• Share Certificates
• report of accounting books and records maintenance and storage
• Shareholder Register
• Incumbency Certificate
• signatory resignation
• document(s) certifying the payment of state registration fees.

You will wait for approximately 14 days to have your Panama offshore company documents apostilled. They are the same documents as in the basic set above, plus several additional ones: 

• copies of ID cards and utility bills for the nominee directors of your Panama company (up to 3 people per year)
• copies of ID cards and utility bills for the nominee shareholder of your Panama company (one Panamanian individual per year)
• notarized and apostilled power of attorney
• one set of notarized and apostilled document copies, with translations thereof from Spanish into English.

These are the basic documents you need to set up a Panama offshore company as a private interest foundation. It will take about 14 days to get them ready:

• notarized foundational rules in Spanish
• first minutes
• documents certifying you use nominee services, if you do
• Certificate of Good Standing
• your foundation’s By-Laws.

If you want an apostille for your Panama offshore company as a private interest foundation, the waiting time will be about 18 days. You will get these documents, in addition to the basic ones:

• notarized and apostilled PoA
• apostilled foundation by-laws, certificates, and translations thereof (3 apostilled documents all in all).

These are the extra documents you can order for your company if you pay extra for them (* – notarized, ** – notarized and apostilled):

• set of your company document copies (up to 30 pages)*
• set of your company document copies (up to 30 pages)**
• 3 sets of personal document copies of 3 nominee individuals**
• minutes (simple / formalized)
• share certificates
• documents certifying cancellation and issuance of shares signed by the nominee director (minutes plus one share certificate)
• power of attorney
• trust deed
• letter of recommendation
• simple / apostilled certificate of good standing for your company (in Spanish)
• incumbency certificate
• company liquidation (minutes, apostilled articles of incorporation, and liquidation notice).

Company incorporation in the Marshall Islands

In this jurisdiction, you can choose from 4 business forms for your company. Depending on your choice, the documents you will need to set it up may vary, but some basic ones are always the same.

These are the business types you may register in the Marshall Islands:

• BC, or Business Corporation
• LLC, or Limited Liability Company
• LP, or Limited Partnership
• GP, or General Partnership.

To set up your offshore company in the Marshall Islands, prepare these documents: 

• apostilled Certificate of Incorporation
• Articles of Incorporation
• By-Laws
• Consent of Incorporator
• Power of Attorney.

To register a Marshall Islands offshore company (BC), you need these documents:

• Incorporation Certificate
• confirmatory certificate
• Memorandum of Association
• Registrar’s consent for the director appointment
• adopted standard Articles of Association (optional).

To register a Marshall Islands offshore company (LLC), prepare the below documents:

• Incorporation Certificate
• Operating Agreement.

To register a Marshall Islands offshore company (LP or GP), these documents are a must:

• Incorporation Certificate.

It is by far not easy to prepare the necessary documents for your offshore company. The Q Wealth team has to consider multiple factors, like what you want, what the corporate laws of the jurisdiction require, how you plan to grow your business, how you might protect it in the future, and other considerations.

That’s why we advise you to talk to Q Wealth experts before you proceed with offshore business registration. It only makes sense to start your offshore project after you get answers to all your questions.