CORPORATE
TERMS EXPLAINED AND DEFINED.
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What Is A Corporation?
A corporation is an entity recognized by law as a separate
"person" with limited liability. A corporation has
the option to sell shares, the right to sue and be sued, and
has perpetual existence.
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What Is An IBC or Offshore Corporation?
An IBC (International Business Company) is a usually
tax-exempt corporation that can do business all over the world
except in the country where it has been incorporated.
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How Are Offshore Corporations Used?
Offshore corporations may be used to own and operate
businesses, issue shares, bonds or otherwise raise capital,
guarantee obligations, hire employees, buy goods and services,
sell goods and services, make contracts, rent office space,
maintain checking and savings accounts, and maintain retirement
plans for employees a few applications are explained in more
detail later in this section.
Although
most offshore corporations are private and closely held, some
are publicly traded on major stock exchanges.
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What Are Articles Of Incorporation?
The Articles of Incorporation is the document that establishes
the corporation and contains basic information such as the
name, share structure, and purpose of the corporation.
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What Are By-Laws?
The By-laws, or in some jurisdictions "Articles
of Association", are rules the corporation creates for
its shareholders, officers, and directors. By-laws are adopted
by the Board of Directors as one of the first organizational
steps in setting up a corporation.
Upon
instruction, we can adopt a standard set of By-laws for a
new corporation. Unlike Articles of Association, By-laws are
usually maintained internally but may be publicly filed if
requested.
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What Does A Corporate Search Reveal?
A corporate search will reveal the name of the corporation,
the date of existence, amendments, and any other publicly
filed document. Under many offshore jurisdictions, there is
no requirement that the names of corporate officers, directors
or shareholders be filed in any public registry. In other
jurisdictions, nominee officers can be used. Therefore, the
actual beneficial owner's identity remains a secret.
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What Are Bearer Shares?
Bearer share certificates do not indicate the name of
the owner. The certificate is endorsed in blank such that
the person having physical possession of the document is the
owner. Bearer shares facilitate the transfer of assets because
simply the transfer of the certificate accomplishes transfer
of ownership.
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What Are Registered Shares?
Registered share certificates indicate the name of the
owner on the document. The name of the shareholder is also
recorded in the internal corporate records of the company.
Although the registered owner is recorded in the corporation's
internal records, no public registry of shareholders is maintained
in either Panama or the Marshall Islands. The share registry
is an internal corporate document available only to directors,
officers and shareholders, under conditions specified in the
jurisdiction's corporate statute.
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What Are Off-The-Shelf Companies?
Off-The-Shelf Companies are ready-made, never used corporations
that have been created to meet a client's immediate needs.
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What Is A Registered Agent?
A Registered Agent is required to ensure that the corporation
has an assigned representative at a known address to receive
all service of process (legal notices) on its behalf. The
Registered Agent forwards these documents to the address of
record of the corporation.
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