Setting Up An Offshore Company: The Process

Setting up an offshore company is very similar to that of a local company. The same basic legal rules apply and it is simply a matter of following the guidelines. Of course, the business or financial strategy you have must be kept in mind when providing and certain details.

Guatemala Formations are the same as most other offshore havens, and at our law firm ( www.guatemalalaw.org ) we assist clients with the options that will maximize the privacy and protection elements of going offshore.

Company Name
When naming a new company it is necessary to choose a suitable name as the Registrar has the power to refuse registration of any name. The suggested name should be unique and normally connected to a business it intends to carry out. Certain words may also be considered sensitive e.g. trust, bank or insurance and can only be used if the company carries a special license to undertake this business.

Authorized and Issued Share Capital
The client chooses the amount of authorized capital ( amount available to be given out) . The issued share capital (actual capital given to shareholders) can be paid, partly paid or issued for a consideration other than cash.
In most jurisdictions, local fees are levied in respect of the amount of the authorized share capital. Generally, a company would then be incorporated with the highest authorized share capital for which the minimum amount of registration fees applies.

Registered Office and Other Domiciliary Requirements
Within the country of incorporation, all companies must have a registered office at which official notices may be received and processes be served. This does not have to be the place where the actual business is carried on.
For companies incorporated in many jurisdictions there may be additional domiciliary requirements, such as a requirement to maintain a resident agent, or local resident representative functioning as a registered office. Some offshore jurisdictions also require companies to have a locally resident company secretary.

Company Secretary / Resident Agent
A company secretary usually has the responsibility of making the necessary returns to the Registrar and Government, and also of making sure the company is in good standing.
We can provide a company secretary as part of our service. We are then able to advise the directors in matters of local company law and practice, and assist in the preparation of relevant documentation.

Memorandum of Association
The Memorandum of Association describes the aims and purpose of the company. Normal practice is to have extremely wide-ranging powers to ensure that all proposed and future activities are fully set out.

Articles of Association
The Articles of Association provides detailed rules for the management of the company's affairs, and for the conduct of its business. These represent a contract between shareholders and the company. In some jurisdictions, the Articles are referred to as "Bylaws".

Shareholders and Directors
The legal owners of a company are the shareholders, but under the Articles of Association the responsibility for the management of the company rests with its directors and, to some extent, with the company secretary. This means that shareholders have no power to interfere with the management of the company. The minimum number of shareholders can (depending on jurisdiction) be one or two, and in small companies, it is common for the shareholders to double up as director and secretary of the company.
To retain the anonymity of the shareholders in jurisdictions where public records of the details of shareholders are required, the shareholders on record can be nominees or trustees holding the shares for the beneficial owner. We provide this service to clients with our professional qualified staff.


Registered or Bearer Shares
In some jurisdictions a company can choose to issue shares in either registered or bearer form. Registered shares must be transferred in writing with the name of the shareholder upon it. Shares issued in bearer form are transferred by delivery, and simply states "The Bearer", as owner. This means that whoever is in possession of the shares is the legal owner. In most countries Bearer shares are restricted so that no actual shares are issued but are held by the registered office for safekeeping.

As security for our clients and to conform to certain government regulations, we insist that no bearer shares are made available outside of our possession.
The registered shareholder can still enjoy a high degree of confidentiality as in many jurisdictions the details of registered shareholders are not displayed on public record. In jurisdictions that require public reporting, the use of our nominee shareholders can retain anonymity.

Confidentiality
In different offshore jurisdictions, the degree of disclosure can vary widely. In the cases where some details of the firm be a public matter, directors, officers, shareholders may be protected with the use of nominees.

Over the years a wide variety of people and organizations have been using offshore companies and bank accounts in various countries. We help clients who want to do business around the world but who like the asset protection, privacy and tax savings of Guatemala. Call one of our professionals for a discussion at www.guatemalalaw.org

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