An international business company or international business corporation (IBC) is an offshore company formed under the laws of some jurisdictions as a tax neutral company which is usually limited in terms of the activities it may conduct in, but not necessarily from, the jurisdiction in which it is incorporated. While not taxable in the country of incorporation, an IBC or its owners, if resident in a country having “controlled foreign corporation” rules for instance, can be taxable in other jurisdictions.
Characteristics of an IBC vary by jurisdiction, but will usually include:
Chart of an offshore company structure
exemption from local corporate taxation and stamp duty, provided that the company engages in no local business (annual agent's fees and company registration taxes are still payable, which are normally a few hundred U.S. dollars per year)
preservation of confidentiality of the beneficial owner of the company
wide corporate powers to engage in different businesses and activities
abrogation or restriction of the requirement to demonstrate corporate benefit
the ability to issue shares in either registered or bearer form (although many countries have restricted or eliminated bearer shares now)
an abrogation of any requirements to appoint local directors or officers
All of the above characteristics are also attributable to many “onshore” countries which have either a residency or territorial based tax system where setting up a company, LLC or LLP in the jurisdiction along with the use of “nominees” will offer all of the above characteristics. US LLCs, UK LLPs and Hong Kong companies are all examples which are widely used in similar capacity to IBCs and which meet all the characteristics above.
However, under pressure from the Organisation for Economic Co-operation and Development (OECD) and the Financial Action Task Force on Money Laundering (FATF), most offshore jurisdictions have removed or are removing the "ring fencing" of IBCs from local taxation. In most of the jurisdictions, this has been accompanied by reductions of levels of corporate tax to zero to avoid damaging the offshore finance industry.
In contrast, Seychelles residents are legally able to own and operate a Seychelles IBC as long as the IBC is not conducting business within Seychelles. Seychelles also has a “territorial” tax system, meaning that Seychelles residents are only taxed on their locally sourced income. Therefore, there is no advantage to non-residents over residents and claims of "ring fencing" have no merit on the Seychelles IBC. This has been, and continues to be, used successfully by Seychelles in defence of the Seychelles IBC vs. international bodies such as the OECD and FATF. Boosting the defence even more is that there are no restrictions on a Seychelles IBC owning shares of a Seychelles domestic company.
Further, most jurisdictions have either eliminated or highly restricted the issuing of bearer shares by IBCs due to international pressures.
The IBC legal entry
An IBC is a legal entity incorporated under specific legislation, which is usually free from all local taxation (except small fixed annual fees). However, in recent years, countries such as Belize have changed their corporate laws in order to adhere to global transparency initiatives such as the Common Reporting Standard (CRS) and the United States version FATCA. Typically, an IBC is limited in its activities it may conduct in and must conduct transactions and business activities outside the boundaries of the country. Though this is generally the rule of thumb, the last decade has seen many changes in corporate laws around the world; as a result, offshore companies and structures in Belize, for instance, are losing their 'offshore' status and are being restructured into the local economy.[1]Anguilla, Bahamas, Belize, Dominica, Nevis, St Vincent and Seychelles have special IBC legislation in place. The British Virgin Islands and Gibraltar formerly had popular IBC regimes, but in each case the relevant legislation has been repealed.[2]
Typical IBC Uses
IBCs are offshore companies that are most commonly used for international business such as trade and non-local services, offshore banking, investment, as a special purpose entity, as well as for asset protection. Offshore companies can be used for virtually any type of transactional activity (some requiring a special license) such as buying and selling goods and services, or holding of physical or digital assets, intellectual property, real estate or for banking and investment accounts.
Both terms Offshore company and an International Business Company (IBC) refer broadly to the same type of corporate structure and are often used interchangeably. They can be distinguished from traditional domestic companies in a number of ways such as business structure, tax obligations, reporting requirements etc. Each country defines and limits the scope of such companies through corporate laws. Most corporate laws in jurisdictions omit the word 'offshore' due to its negative connotations and non-specific character, instead using IBC in reference to companies that engage in non-local activities outside the boundaries of the state. The term 'offshore' is used to refer to a company, or bank account, established outside the jurisdiction of residence or place of doing business.
The economy of The Bahamas is dependent upon tourism and offshore banking. The Bahamas is the richest country in the Caribbean and is ranked 14th in North America for nominal GDP. It is a stable, developing nation in the Lucayan Archipelago, with a population of 391,232 (2016). Steady growth in tourism receipts and a boom in construction of new hotels, resorts, and residences had led to solid GDP growth for many years. The slowdown in the Economy of the United States and the September 11 attacks held back growth in these sectors from 2001 to 2003.
The economy of the British Virgin Islands is one of the most prosperous in the Caribbean. Although tiny in absolute terms, because of the very small population of the British Virgin Islands, in 2010 the Territory had the 19th highest GDP per capita in the world according to the CIA World factbook. In global terms the size of the Territory's GDP measured in terms of purchasing power is ranked as 215th out of a total of 229 countries. The economy of the Territory is based upon the "twin pillars" of financial services, which generates approximately 60% of government revenues, and tourism, which generates nearly all of the rest.
Corporate haven, corporate tax haven, or multinational tax haven is used to describe a jurisdiction that multinational corporations find attractive for establishing subsidiaries or incorporation of regional or main company headquarters, mostly due to favourable tax regimes, and/or favourable secrecy laws, and/or favourable regulatory regimes.
An offshore bank is a bank regulated under international banking license, which usually prohibits the bank from establishing any business activities in the jurisdiction of establishment. Due to less regulation and transparency, accounts with offshore banks were often used to hide undeclared income. Since the 1980s, jurisdictions that provide financial services to nonresidents on a big scale can be referred to as offshore financial centres. OFCs often also levy little or no corporation tax and/or personal income and high direct taxes such as duty, making the cost of living high.
The term "offshore company" or “offshore corporation” is used in at least two distinct and different ways. An offshore company may be a reference to:
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability. However, shares can only be sold to shareholders in the business, which means that it can be difficult to liquidate such a company.
Double taxation is the levying of tax by two or more jurisdictions on the same income, asset, or financial transaction.
A bearer instrument is a document that entitles the holder of the document to rights of ownership or title to the underlying property, such as shares or bonds. Unlike normal registered instruments, no record is kept of who owns bearer instruments or of transactions involving transfer of ownership, enabling the owner, as well as a purchaser, to deal with the property anonymously. Whoever physically holds the bearer document is assumed to be the owner of the property, and the rights arising therefrom, such as dividends.
An offshore fund is generally a collective investment scheme domiciled in an offshore jurisdiction. Like the term "offshore company", the term is more descriptive than definitive, and both the words 'offshore' and 'fund' may be construed differently.
Offshore investment is the keeping of money in a jurisdiction other than one's country of residence. Offshore jurisdictions are used to pay less tax in many countries by large and small-scale investors. Poorly regulated offshore domiciles have served historically as havens for tax evasion, money laundering, or to conceal or protect illegally acquired money from law enforcement in the investor's country. However, the modern, well-regulated offshore centres allow legitimate investors to take advantage of higher rates of return or lower rates of tax on that return offered by operating via such domiciles. The advantage to offshore investment is that such operations are both legal and less costly than those offered in the investor's country—or "onshore".
International taxation is the study or determination of tax on a person or business subject to the tax laws of different countries, or the international aspects of an individual country's tax laws as the case may be. Governments usually limit the scope of their income taxation in some manner territorially or provide for offsets to taxation relating to extraterritorial income. The manner of limitation generally takes the form of a territorial, residence-based, or exclusionary system. Some governments have attempted to mitigate the differing limitations of each of these three broad systems by enacting a hybrid system with characteristics of two or more.
The International Business Companies Act, 1984 was a statute of the British Virgin Islands which permitted the incorporation of International Business Companies (IBCs) within the Territory. The Act played in a huge role in the economic and financial development of the Territory in the 1990s. It has been called "the most important piece of legislation in BVI history since the emancipation".
The law of the British Virgin Islands is a combination of common law and statute, and is based heavily upon English law.
The BVI Business Companies Act is the principal statute of the British Virgin Islands relating to British Virgin Islands company law, regulating both offshore companies and local companies. It replaced the extremely popular and highly successful International Business Companies Act. It came into force on 1 January 2005.
Taxation in the British Virgin Islands is relatively simple by comparative standards; photocopies of all of the tax laws of the British Virgin Islands (BVI) would together amount to about 200 pages of paper.
The economy of Belize is a small, essentially private enterprise economy that is based primarily on agriculture, tourism, and services. The cultivation of newly discovered oil in the town of Spanish Lookout has presented new prospects and problems for this developing nation. Belize's primary exports are citrus, sugar, and bananas. Belize's trade deficit has been growing, mostly as a result of low export prices for sugar and bananas.
An offshore financial centre (OFC) is defined as a "country or jurisdiction that provides financial services to nonresidents on a scale that is incommensurate with the size and the financing of its domestic economy."
The British Virgin Islands company law is the law that governs businesses registered in the British Virgin Islands. It is primarily codified through the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and by the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is likely the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. This might explain why company law forms a much more prominent part of the law of the British Virgin Islands when compared to countries of similar size.
The Republic of Panama is one of the oldest and best-known tax havens in the Caribbean, as well as one of the most established in the region. Panama has had a reputation for tax avoidance since the early 20th century, and Panama has been cited repeatedly in recent years as a jurisdiction which does not cooperate with international tax transparency initiatives.
An Anstalt or Anstalt partnership is a type of incorporated organisation.
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