An offshore company is a flexible business instrument and as such can be integrated into a wide variety of tax planning and asset protection arrangements. Reduced or deferred tax liability and increased confidentiality are just two of the benefits which can be achieved by proper application of an offshore company. The practical implementation of an offshore strategy will of course depend on the anti-avoidance laws that may be in force in the country where the beneficial owner is citizen, is domiciled or does business. Therefore to all potential customers we recommend to obtain a qualified tax advice from a specialist in Your country of residence, domicile or proposed business operations.

First Minutes or First Resolutions

This document, or a set of documents, represent a number of important official decisions carried out by the Subscriber or by the Registered Agent after the offshore company is incorporated. These resolutions shape the internal structure of the company. The First Resolutions would contain information about the name, Registered Address and registration number of the new company and they would establish who is the Registered Agent of the company, who are appointed director(s) of the company, how many shares are being issued to the shareholders, and who are those shareholders. Sometimes, as the case may be, the First Resolutions would also deal with appointing a Secretary to the offshore company, appointing accountant, auditor, attorney or any other consultant or advisor to the company, resolving to open a bank account with a particular bank and appointing the account signatories to such account, appointing someone to act as Agent for the company, etc.

The First Minutes or First Resolutions are ordinarily signed by the Subscriber or by the Registered Agent of the company. The First Minutes is generally the best document to look at if you wish to quickly get to know all the important particulars of the company. Usually, the First Resolutions themselves are not getting filed onto a public registrar (unlike Memorandum & Articles), but some of the information contained in those Resolutions can be filed. The BVI Business Companies Act requires that the Register of Directors of each company must be filed to the Registrar not later than 21 days after the appointment of the first director. The information about the directors is not public, unless expressly requested by the beneficial owners of the company. The Register of Shareholders can also be filed and made publicly available, if the beneficial owners wish so, however, it is not compulsory.

Obviously, when the offshore company commences operations, there may be further changes in its structure. Resolutions on such changes may be carried out by the Directors or by the Meeting of Shareholders of the company, depending on the weight of the decision and on how the Memorandum and Articles prescribe such decisions to be carried out.

Normally, all Resolutions as to any structural changes or replacements in a company must be kept on file with the Registered Agent of the Company. If such resolutions are not carried out by, or in the presence of the Registered Agent, they must be submitted to the Registered Agent for due filing and registration on the (internal) file of the Company.