OSCF_GuideToOffshore

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Offshore Company FormationWebSite-www.oscf.eu

GUIDE TO OFFSHORE

CHOOSING JURISDICTION FOR YOUR OFFSHORE COMPANYMost Providers of Offshore Servicehave alist of traditional selection criteria, which stayed thesame for years. The Offshore, however, has moved on. Wewill outline the traditional criterialater, but themore important criteriaareas follows:

CORPORATESTRUCTUREThere are only certain jurisdictions which still allow "real" bearer shares; whether you requireBearer Shares, currently the only jurisdictions areAntigua, the Seychelles, Panama, andMarshallIslands. Other jurisdictions advertise they provide bearer shares but it's not "real" bearer shares.The owner of the so called bearer shares must be identified and they must be kept at the]Registered Office. This type of bearer share is not recommended as the beneficial owner isknown and it is difficult to transfer ownership asyou do not havepossession of the shares.Most offshore company jurisdictions allow Corporate Directors but not a11,so you shouldcheckwhether the jurisdiction youhaveselected allowssuchDirectors.Some jurisdictions require amnimum of two or three Directors rather than just one. This canmakeyom corporate structure very unwieldy and timeconsumng to get things done, unless youuseOSCF's nomnee Director facilities.Only certain jurisdictions offer LLC's, while all jurisdictions offer the traditional OffshoreCompany or IBC, sometimes calledanExempt Company.

INVESTMENTSAs above, if you intend to invest through yom Offshore Company, using managed fundaccounts provided byvarious financial institutions, anappropriate jurisdiction must be selected.

IISCFUniversal LLC,160 Greentree Drive, Suite 101, Dover, Kent County, Delaware 19904


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Offshore Company FormationWeb Site - www.oscf.eu

LANGUAGEMost LatinAmerican offshore centers issueincorporation documents in Spanishwith anEnglishtranslation. This is advantageous if you are dealing in Latin America or Spain. It is usually not aproblem in North America or Western Europe but it can be aproblem in Eastern Europe andAsia, if you aresigningmajor contracts. The reason is that the legallanguage of the iricorporationdocuments isSpanish, despite the fact that there is an English translation. This sometimes makescompanies hesitant about what legal problems may arise later, if there is a contract dispute.Often, however, this can be resolved by having anew translation with atranslator acceptable toboth contracting parties.

THE EU SAVINGS TAX DIRECTIVEBesides the EU countries, the Directive also covers ali the EU tertitories and dependencies andtherefore includes the major offshore centers in the Channel Islands (Guernsey, Jersey and theIsleof Man) and the Caribbean tertitories (Anguilla,Bermuda, BVI, Cayman Islands, MontserratandTurks&Caicos).The Directive carne into effect on 1 July, 2005. The Directive requires ali EU states andtertitories toprovide for automatic information exchange on taxmatters, concemng EU citizensand residents. For example, a bank in BVI holding an account for a German resident will berequired to report that information to theGerman authorities.At this stage, The Directive only applies to personal accounts, not to corporate accounts. Itseems likely,however, that in duecourse, corporate accounts will beincluded. It would thereforebeprudent to taketheDirective into account when choosing ajurisdiction for the long term.

THE TRADITIONAL CRITERIA:

POLITICAL &ECONOMIC STABILITYThis is a fairly obvious requirement. Ali the offshore company jurisdictions offered by OSCFhavecomplete political andeconomc stability.

IISCF Universal LLC,160 Greentree Drive, Suite ioi,Dover, Kent County, Delaware 19904


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OSCF Offshore Company FormationWeb Site - www.oscf.eu

LEGISLATIONThe jurisdiction's legislation should be modem, up to date and specially desired for offshorecompanies. It should have few restrictions and allow the offshore company fulllegal freedom toengage in any legal business. It should also provide for confidentiality and complete privacy.OSCF has chosen the jurisdictions bestmeeting these requirements.

CORPORATESTRUCTURESThe jurisdiction's legislation should provide for the followingdesirable corporate features:1. Limted Liability2. Limted Director's liability3. Minimum statutory filingobligations; and no requirement for financial statements

(audited or otherwise) to beprovided to theGovemment4. Nomnee Directors and nomnce Shareholders allowed5. Corporate Directors and Corporatc Shareholders allowed6. Bearer shares allowed7. No disclosure ofbeneficial owner to Govemment authorities8. No public record of Directors and Shareholders9. Low capital requirements; No paid up capital requirements; Annual Govemment feesnotbased onamount of sharecapital10. Director and shareholder's meetings allowed to beheld anywherein theworld; and

meetings maybeheldby telephone11. All common suffizes denoting limted liabilityto beallowed

Few jurisdictions meet all the abovedesirable features. OSCF's websiteshows which features areapplicable to which jurisdiction. Contact us to determne the jurisdiction with the best mx offeatures, meeting yout requirements.

AVAILABILITY OF PROFESSIONAL SERVICESGood legal and accounting services should be availablewithin the jurisdiction, but such servicescan beretained anywhere, depending upon the circumstances. They do not have to bewithin thejurisdiction.

IISCFUniversal LLC,160 Greentree Drive, Suite ioi, Dover, Kent County, Delaware 19904


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SCF Offshore Company FormationWebSite-www.oscf.eu

COMMUNICATIONSIt ismore important to have good communications with your Offshore Services Provider, than itis with the jurisdiction. Regardless of where you have your offshore company, it isOSCF withwhom you would communicate. We, of course, have excellent international telephone services,broad band high speed internet and the usual couriers (UPS, FedEx, DHL, etc.).

LAWOF THE JURISDICTIONThe lawof the jurisdiction can be:

English common law European civil law US law

Most offshore jurisdictions operate under English common law or avariant thereof. Europeancivil law jurisdictions are much more restrietve than English common law jurisdictions, andshould beavoided where possible.

Toget further infonnation please contact us!

CONTACT DETAILS

dr. Gulcsi BernadettManaging DirectorOSCF Hungary Kft.

OSCF - Offshore Company FormationWebsite: www.oscf.eu, E-mail: [email protected]

Mobile: (+36) 30-860-4004, Tel: (+36) 1-269-3489, Fax: (+36) 1-700-2729Address: Bank Center - Citibank Tower, 1054Budapest, Szabadsg tr 7., II. floor 221.



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Offshore Company FormationWebSite-www.oscf.eu

DISCLAIMER

The material set out in this Internet serviceis for information purposes only and cannot betakento constitute legal, accountancy or taxation advice. The information is for general guidance onmatters of interest only. The application and impact of lawscanvarywidely based on the speciticfacts irivolved. Given the changingnature of laws,rules and regu1ations,and theinherent hazardsof electronic communication, there may be delays, omssions or inaccuracies in informationcontained in this Site. Accordingly, the information on this Site is provided with theunderstanding that the authors and publishers are not herein engaged in rendering legal,accounting, tax, or other professional advice and services. As such, it should not be used as asubstitute for consultation with professional accounting, tax, legal or other competent advisers.Before making any decision or taking any action, clients arespecificallyadvised and warned thatthey should seek appropriate and timely tax and legal advice from a qualified licensedprofessionallicensed to render such professional advicebefore formng acorporate entity. Whilewehavemade everyattempt to ensure that the information contained in this Siteis accurate. Allinformation in this siteis provided with no guarantee of completeness, accuracy, and timelinessor of the results obtained from the use of this information, and without warranty of any kind,expresses or implied. In no event will OSCF, its related corporations, directors, agents oremployees thereof be liable to you or anyone else for any decision made or action taken inreliance on the information in this siteor for any consequential, special or simlardamages, evenif advised of thepossibilityof suchdamages.


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