Company registration abroad

Business expansion to new markets, tax optimization, maintaining the anonymity of asset ownership, protecting assets from raiders / government agencies, opening accounts in foreign banks. Whatever the reason for creating a new company is, Legarithm will handle the registration of your new company in a foreign jurisdiction. Despite the enormous level of supply of this service on the market, we positively distinguish our services both in the price / speed ratio and the absence of unnecessary questions, and in further, full-fledged support of your company.

The most important question that you need to ask yourself before starting the process of registering a business abroad is “For what reason I need a company in a foreign jurisdiction?” Our task is not just to sell a company abroad, because you will find such an offer provided by literally every law firm, but we always offer only working solutions, i.e. companies in those jurisdictions where the task set by you will be solved.

The procedure for registering a company abroad is carried out in five main stages:

1) Choosing the most optimal jurisdiction, concluding an agreement

2) Making payment

3) Collecting all the necessary documents (from your side, you usually only need documents concerning the identity of the directors, if they are not nominees and owners)

4) Registration itself

5) Transfer of documents about the registered company to the client

How to start an offshore company?

Many of our clients, when ordering the service of registering a company in a foreign jurisdiction, immediately focus on offshore zones, because all of presume that offshore zones have zero tax rates, minimum reporting requirements and low requirements for the transparency of the corporate structure. But is it the case?

For the classic offshore zones: Belize, Panama, Cayman Islands, Samoa, Seychelles and about thirty others, these characteristics are true. But business have less and less reasons for happiness, and this is mainly due to the efforts of the OECD member countries and other economically less developed countries to fight offshore jurisdictions and the erosion of the tax base and shifting of profits from taxation. Blacklists of offshore jurisdictions are created by the EU, the USA and other major players. If an offshore zone finds itself into such a list, it will mean restrictions when reducing the tax base in the case a transaction occurs with a company from such jurisdiction and many other restrictions.

Nevertheless it is not a reason for despair, Legarithm will select a working model for you, in which the advantages offered by offshore zones will be preserved (let’s be honest – not at the level of 0% tax rate, but not 20% +), as well as take into account the main onshore jurisdictions, with that you interact with so that you can use legal tax instruments and conduct transactions without hindrance.

From the point of view of our client, the procedure for registering an offshore company in most jurisdictions is no different from the one described above, which includes 5 stages, because we care about your convenience. In addition, you can register an offshore company without leaving your home, we will do all the necessary actions for you. Write to us via chat to learn more about our special offers.

Drafting and conclusion of shareholders’ agreement

Can you be completely confident in your partner? If your answer is “yes”, then you need a shareholders’ agreement, if your answer is “no”, then the conclusion of a shareholders’ agreement is a matter of survival for your business. The shareholders’ agreement establishes the legally binding rules of conduct between the owners of the company. We will help in drafting a document that will be legally binding and enforceable in the jurisdictions of asset allocation, because our goal is not to write a “nice text”, but to make the future of our clients predictable and eliminate any potential problems.

If your business is complex, we will not limit ourselves only to the development of a shareholders’ agreement, which will not be able to fully resolve the issues that may arise regarding the management of various assets around the world. The creation of an updated company structure, taking into account all legal counterbalance mechanisms, is a solution that is suitable for a scaled business. Contact Legarithm now and prevent potential problems in future.

How to draw up a shareholders’ agreement?

Based on our experience, a holistic procedure for supporting corporate contracts is based on the following principles:

1. Understanding your client’s business

We always strive to understand in advance what our client wants to get from the venture they enter, as this will influence other decisions such as ownership structure, decision making and exit strategy. Although this clause sounds very vague, it is especially important in the context of those legal structures that are usually used when concluding shareholders’ agreements. In particular, it is always important for us to understand what other business does your client do or wants to do? This is especially important because shareholders’ agreements often restrict owners from participating in competing businesses.

In addition, it is important for us to understand the financial and tax situation of the client. This can affect the way your client provides financing for the business and the type of profit they are looking for. The range of possible options is huge: depositing funds as debt to receive a refund initially in the form of payments for using the loan and, ultimately, repayment of the principal amount, making irrevocable financial assistance, increasing the authorized capital, option, convertible into shares debt.

We always take into account the tax situation and the client’s vision regarding the financial results of the business, for example, postponing the moment of gaining control over the new company in case it becomes necessary to consolidate the results of the business in the financial statements. Experts of Legarithm possess experience in these transactions, knows how to achieve this result, in particular, through changes in the ownership structure, voting rights and the right to appoint directors.

Also realizing that the goals of a joint venture can be deeper than mere financial profit, we always take them into account when drafting corporate agreements. By outlining legal avenues for accessing a share of a business’s product or opportunities to provide a business with goods / services, or to benefit from interacting with an experienced partner in a new geographic area or new type of business, if the shareholder reserves the option to act independently in the future, we always create legal “fuses” for our clients.

2. Simplifying the decision making

The key issue in any relationship between owners is how decisions about the business are made. In the process of drafting shareholders’ agreements, we consider, among others, such issues as:

What issues will be decided by shareholders and what will be within the director’s competence? Substantial changes in the nature of the business, major transactions, further capital investments or transactions that dilute the interests of shareholders are usually reserved for the owners rather than the directors. If there are many owners, it will be easier to leave all decisions to the discretion of the directors than to regularly convene meetings of owners (shareholders) to make decisions, taking into account the time and costs associated with this event.

Which issues will be decided by a simple majority, and which issues will have a higher voting threshold? Are there any issues requiring a unanimous decision? We generally recommend exercising restraint when making unanimous decisions, especially where there are many owners or directors. Indeed, in this case, only one of them can block the proposed action if the relationship deteriorates, which can have negative impact for the business.

3. We always find a legal way out of deadlock

The main reason for creating a stalemate when concluding a corporate agreement is the inability of owners with close to equal shares to come to an agreement on any issue. The simplest approach is, of course, not to deal with this issue and not to write a provision regarding this subject in the contract, but in this case, both owners will be in a losing situation. In order to prevent such a situation, we create an individual approach to each situation, based on the legislation of the country that will govern the agreement.

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