What is the standard set of documents of an offshore company?

Picture of Corporate Documents

Standard set of company documents. One of the fundamental questions in the process of offshore company registration that is often asked is: What is the standard set of documents of an offshore company?

Even though most of offshore companies use a fairly standard-format document, the required set of documents may vary depending on the offshore jurisdiction and the type of company e.g. a partnership, limited company, a company of international business, etc. Here we will only discuss the basic package of documents for the incorporation of offshore companies.

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1. Certificate of Incorporation – a document confirming the fact that the company was duly registered under the laws of the relevant jurisdiction

2. Memorandum and Articles of Association.

Memorandum – a document defining the relationship of your offshore company with the rest of the world. It typically contains:

      • Company name
      • The name of the registered agent and registered office
      • The nature of the business and the credentials of the company
      • The share capital of the company

Articles of Association – is effectively the company’s constitution. It regulates the internal operations of the offshore company and typically concerns the following matters:

      • Issue and transfer of shares
      • Meetings and voting of members
      • Appointments of directors
      • Powers and proceedings of directors
      • Book and record keeping
      • Dividends

3. Appointment of First Directors. The decision about the appointment of directors usually comes right after the incorporation of the company. Usually it is a document on a single page containing the name of the director and the date of his appointment.

This entire package is usually sewn together and apostilled.  Apostille is kind of certification/confirmation of the documents issued by a competent authority of the country of incorporation, which is recognised by all countries that have signed the Hague Convention.

Each jurisdiction may have its own requirements for additional documents. That optional paperwork might include:

  • Minutes of First Meeting
  • Register of directors
  • Register of shareholders
  • Share certificates
  • Company seal

In Cyprus, for example that also includes:

  • Certificate of registered office
  • Certificate of secretary

In case your company would like to use the nominee director service, the paperwork will be slightly different. The list will include agreements with nominee director and shareholder, the Power of Attorney, the Declaration of Trust and refusal letters shareholder and director with an open date. The nominee director will keep and maintain all the necessary records on your behalf. As a result, all the company’s statutory books and registers, as well as the company’s seal, will remain with the nominee.

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There are few key points one must remember in the process of incorporation of offshore companies:

  • Offshore companies must be registered by professional licenced agents
  • The presence of a businessman, for whom the company is being registered offshore, is not required
  • The Company shall be registered in the public register of companies