To incorporate an offshore company you will basically go through the same process than to register a limited company in your own country with the difference that registering an offshore company is cheaper and goes quicker than registering an onshore company (to the exception of Hong Kong where registering an onshore Limited Company is quite easy)
First Step
The first step will be to hire a professional, offshore service provider or a local lawyer (but a local lawyer will use the service of an offshore provider and charge additional fees for himself) to assist you with the demarches. Note that as it is at distance work all offshore providers request to be paid up front.
Second Step
The company will start its existence with the filling of the Memorandum of Association with the Registrar of the country of incorporation. In general when an offshore company is registered the initial members, founders or subscribers of the company are provided by the agent in charge of the incorporation formalities and this for two reasons.
Firstly, because it goes quicker to do it this way.
Secondly because the MoA of the company is often the only document of the company that is public and accessible by third parties. Therefore it is better to avoid that the name of the owner of the company be mentioned in it.
The Memorandum of Association (called Articles of Incorporation in some jurisdictions) is usually a standard-format document: sometimes a prescribed form, but more often simply drafted on the basis of the relevant jurisdictions’ corporate legislation. The Memorandum gives the new company’s name, the details of its registered office, the nature of its business, and its authorized capital.
Third Step
The offshore services company handling the registration formalities will provide a registered office address for an annual fee. A registered office is the offshore company’s legal address in the jurisdiction of incorporation, used for the receipt of notices from the Registrar and for keeping statutory records. Note that the registered office need not be the same as the company’s principal trading office which can be anywhere in the world.
Fourth Step
Upon completion of the registration formalities, the Registrar will usually issue a Certificate of Incorporation — a document confirming that the company commenced its legal existence on a particular date.
Fifth Step
The person in charge of the incorporation of the company will then sign a resolution appointing the first director(s) of the company. Depending of the circumstances the first director may be you, the person who ordered the offshore company, or a nominee acting on your behalf.
Sixth Step
The initial subscriber or member of the company will then sign share transfers documents transferring the ownership of the company. Depending of the circumstances the shareholder(s) may be you, or a nominee acting on your behalf
Once the initial management has been appointed, the powers of the incorporator cease and it is up to the director(s) to manage the company’s affairs.
Seventh Step
The board of directors — or a sole director — should thereafter hold a first meeting and pass initial corporate resolutions. Usually, the initial directors’ meeting adopts the company’s by-laws, its corporate seal, and appoints the company’s bankers.
It is at this point that the new offshore company has been properly organized and is ready to trade.
Remarks: The documents for proceeding to all those steps are filled and prepared prior to the incorporation of the company. Practically, once you hired an offshore provider he will prepare all the documents requested to accomplish the six steps mentioned above and send them to you for your approval and for your signature. Depending of the company handling the incorporation of the company it is also at this time that you will be given the bank opening forms in such way that everything that is needed for your company to be ready to trade be done at the same time
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