How to setup an offshoring company?

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How to move one’s business offshore is a very common issue among entrepreneurs. This presentation will provide you with an outline of what you need to know to offshore your company today.

Off Shoring – what is it?

Simply…..taking part of your business to another jurisdiction:

  • Call Centers.
  • Maintenance.
  • Engineering.
  • Corporate.

For this workshop, we will look at CORPORATE.

Corporate

Taking your holding or parent company to a jurisdiction outside of your home country.

Why would you do that:

  • Predictability of laws.
  • Tax efficiency.
  • Minority rights protection.
  • Foreign investor-friendly.
  • Specialized holding structures.

So you have set up your company and then comes along an investor and says lets set up an offshore company. WHY?

  • Protection of rights – drag and tag.
  • Minority control – directors and veto rights.
  • Foreign investor-friendly – not knowing Egyptian laws.

Where?

Main offshore countries:

Countries Map
  • The British Virgin Islands.
  • Mauritius.
  • Caymans.
  • Delaware.
  • Gibraltar.
  • Ras El Khima.
  • Amsterdam.
  • Luxembourg.

    So which one?

    This will depend on a number of variables:

    • Operations of the business – EU, USA, Middle East, Africa or Asia.
    • Market growth – where you heading? (EU, USA, Middle East, Africa or Asia).
    • Offshore specialization – Luxembourg for finance.
    • What is the preference of the investor? US investor, EU investor or ME investor.

    CONFUSED!

    Let’s take a step back and recap:

    • Offshoring is taking part in your business or setting up a holding company in a different county.
    • We do this because some countries give us better benefits in setting up a holding company.
    • We can choose from a lot of different countries.
    • We chose the country based on a number of variables.

    How do we set up an offshore company?

    STEP 1: Choose your jurisdiction

    Advantages:

    BVI – Cheap, flexible, low maintenance, no accounting, 0% tax.

    Mauritius – Egyptian embassy, flexible, low maintenance, min accounting, double tax treaty, 0% tax.

    Delaware – Egyptian embassy, cheap, flexible, low maintenance, some accounting, access to market.

    Gibraltar – access to market, 0% tax.

    Disadvantages:

    BVI – bank account, time difference, no Egyptian embassy.

    Mauritius – can be costly, higher KYCs requirements, accounting requirements.

    Delaware – can be costly depending on structure, US tax applicable, bank account.

    Gibraltar – bank account, expensive, accounting requirements, no Egyptian embassy.

    STEP 2: Choose your agent

    Jordans LogoAppleBy Logo
  • Similar process but with slight variations:

    • Registered agent.
    • KYCs – needs to be notarized
      • Copy of passport
      • Utility bill as proof of address – not old than three months
      • Bank reference letter – temple provided
      • CV
      • Bank statement – 6 months
    • Shareholder Form.
    • Directors Form.
    • Source Of Wealth Form.
    • Business Plan.
    Company ActCompany Act

    Next Step

    Once the company has been set up the registered agent will provide you with the following:

    • Certificate of Incorporation.
    • Memorandum and Articles of Association.
    • Shareholders Register.
    • Directors Register.
    • Share Certificates.

    Some jurisdictions/countries vary.

    Next Step II

    We need to link them

    • Offshore Holding Company
    • Company

    Offshore buys Egyptian Company

    • Offshore Holding Company
    • Company

    For the off-shore company to acquire your company the following documents need to be notarized and legalized at:

    • Your company’s embassy in that country, then
    • The Ministry of Foreign Affairs in your country.
    • Please take note – BVI – The Foreign and Common Wealth Office – London.

    Documents:

    • Certificate of Incorporation.
    • Memorandum and Articles of Association.
    • Shareholders Register.
    • Directors Register.

    Tricks of the trade!

    Jurisdiction:

    • Choose one you will use for market growth;
    • Budget properly (don’t go cheap as you pay for what you get);
    • If the investor is choosing, the investor can pay for it!
    • Having an Egyptian embassy there lowers your costs and time;

    Agents:

    • Choose a good agent;
    • Keep a good relationship with them;
    • You can change agents if needed;
    • Be the instructing party – you might fire your lawyer!

    Company:

    • Pay your bills on time and avoid penalties;
    • Keep all your paperwork in order and copies of everything;
    • Use your offshore company, don’t forget it!

    LET’S TRY IT….

    Company

    • LLC or JSC.

    Activities

    • Tech?

    Looking to expand where?

    • US
    • EU
    • ME and Africa.

    What does the investor want?

    • English/Common law.
    • Bank account.
    • Tax-efficient.
    • Low accounting.