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Working offshore: a brief tutorial

Как работают офшоры: краткий ликбезWhat you need to know about nominee Directors, bearer shares and other features of the island jurisdictions

To help readers to understand the sometimes complicated terms and intricate schemes, “Novaya Gazeta” has compiled a Glossary that explains basic concepts that you need to know in order to imagine how the work offshore.


So called country and jurisdiction where the non-resident companies with low or zero taxes, and the owners provide ample opportunities to conceal the fact of participation in the business. To offshore companies include primarily States in the Caribbean: Panama, Belize, the British virgin Islands. The reliable offshore companies can be attributed, and the American state of Delaware.

The registration agent.

In most offshore areas of the business can directly register a company, it is necessary to contact the registered agent. This includes, for example, and Mossak Fonseca (MF). The registered agent on his behalf submits documents for registration of the company. He keeps the register of Directors and co-owners. As a rule, registered agents provide a wide range of related services: its staff can act as nominee owners and nominee Directors at the request of the client. By law, the registered agent must know the real owner of the company. To register offshore from the future owner, as a rule, you need a passport, Bank reference and any utility bill to confirm residential address. Using these instruments, “Novaya Gazeta” and a set of ultimate owners.

PEP” (from English PEP – Politically Exposed Person).

The symbol that is used by registration agents and banks when they deal with politicians or their relatives. It is understood that the grade of “PEP” should be “a Wake-up call”, and deals with such people should be checked most carefully. But, according to the documents MF, it is not always the case.

Intermediaries when registering.

The registered agent is not the only intermediary between the businessman and his business. Proceedings on behalf of the client often are special companies that manage its assets. The chain of intermediaries can be quite long. For example, the case on behalf of the client may lead the employee of the Bank who in turn hired a law firm, and she works directly with the registration agent.

Bearer shares.

One of the most reliable ways to hide the real beneficiary of the company. The real owner of the company that issued such shares, the person becomes, in the hands of which these shares are physically.

Nominee shareholder.

Most often the nominal owners of other companies registered in offshore jurisdictions, or individuals – residents of island States. The real owner concludes with the “value” of the trust agreement, which prescribes that “the value”, – the inhabitant of any of the Seychelles is acting solely in the interests of beneficiary, for example from Russia.

The nominee Director.

Another way to hide the true owner – nominee Director. This is the person who actually signs the papers, but it does not take real decisions about what transactions to enter. One resident of the island state can simultaneously be a Director of dozens and hundreds of companies on paper to dispose of billions of dollars and actually get a modest salary of an office worker.

The power of attorney to act on behalf of the company.

In the English speaking world this document is called Power of Attorney. This paper is usually issued in the name of the real owner, the beneficiary, or his authorized representative. Thus, the owner actually receives the powers of the Director, but not entered in the register of Directors, and so his anonymity is securely protected.

Voice (Proxy).

In some cases the nominee Director asks the owner to sign another document, called a Proxy. When the deal seem questionable especially the Director, or in the transactions involved large sums of money, the Director wants to protect themselves and to have on hand another document, which confirms that he took the decision to join the company in a particular transaction. Signed by the real owner that he has authorized its nominee Director to sign a particular document.

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