• DTT : Double Taxation Treaty
• Treaty of double imposition
• Offshore
• Non resident
• CGI : Code Général des Impôts ( France)
• Director
• Registered office
• Company Secretary
• Beneficial ownership – Beneficiary
• Power of Attorney
• Company seal
• IBC: International Business Company
• Bearer shares
• Legalization and apostile
• Memorandum
• Articles of Association
• Nominee directors or shareholders

D.T.T.
Double taxation Treaty
The treaties of Double taxation are bilateral agreements or international conventions, signed between two countries to guarantee that the companies or persons having these activities or taxable assets in both signatory countries will pay taxes only once.

[ Some countries' tax system embezzle these legal dispositions at its advantage by sometimes estimating in a unilateral way that the other country's taxation rate is too low to completely relieve the tax-payer from the due tax, and by making him acquit a ‘complement'. It is best not to trust these kinds of treaties. ]

Code Général des Impôts [France only]
As far as the C.G.I. goes ,we recommend that you consult the page that is devoted to it , by following this link:

Code général des impôts

Company secretary
The Company Secretary has particular duties and responsibilities regarding the company law and administration of corporate bodies. The Company Secretary should therefore be suitably qualified and in fact, in some jurisdictions, this is obligatory.

Beneficial ownership- beneficiary
This is the real Beneficiary that can be in English law, different from the legal or apparent beneficiary or possessor of the assets at the time of the incorporation.

Power of attorney
If you use the service of a Nominee or a Trustee, you obviously wouldn't want them to control your company, so we would give you the following set of documents at the time of the constitution:

• Signed Certificate of transfer of the registered shares, but without a date and the name of the beneficiary left-out
• Declaration of “non-trading” testifying that the Company never realized commerce acts and never having subscribed a commitment towards anyone
• Declaration of trust by the Nominee Shareholder(s) in which they declare that they acted on your behalf by creating the company and have no right on its present or future assets
• Resignation letter of the Company's Secretary, signed but undated
• Resignation letter of the Director(s), signed but undated
• Power of attorney in your name or the designated person's name
  
  
  • For legalised documents , please see : Legalisation and Apostil

Company seal
Some of the Limited Companies' documents need to be certified with a seal.

It is a metallic clip enabling the raised mark of the document where you have already signed.

If the jurisdiction in which you constitute your company requires a seal, it will be given to you at the same time as the making-up of the documents.

IBC : International Business Company
A corporation formed under a ‘company act' of a tax haven but not authorized to do business in that country of incorporation : it is intended to be used for global operations. Is owned by member(s)/shareholders(s). Has the usual corporate attributes.

Bearer shares
These are non-registered shares.

In jurisdictions that do not accept their use, it is possible to eventually issue shares in the name of a Nominee Shareholder. You are handed over these shares with a stock transfer form undated and the beneficiary name left in blank.

As additional security, the fiduciary shareholders will give you a document called ‘Declaration of Trust and Beneficial Ownership'.

With these documents, you can date the transfer and have it registered at any given moment.

Apostil
When a “Power of Attorney” is issued, it is done under a private deed, which is generally enough, even to deal with Banks or Public Organisations.

However, if you are handling business with European Eastern Countries or African Governments, it may be essential to have a public document proving your rights to make decisions and commit a company that seemingly does not belong to you.

From this perspective, we can have the following documents legalised by a Public Notary:

• Memorandum of company's constitution
• Articles of Association
• Minutes
• General Power of Attorney

The Public Notary's signature is then certified by the Ministry of Foreign Trade which is the legal proof of your ownership without any possible discussion.

Memorandum
This refers to the document supplied to the Registrar of Companies of the corresponding jurisdiction to request the incorporation of your Company.

Articles of Association
These are the Articles of incorporation of the company. We will give you several copies ( usually 3 or 4). The Banks will ask for a copy before opening an account; generally you can ask that it be photocopied and given back to you, which we highly recommend. It will save you time if many years later, you realize that you don't have any copy left.

Nominee Directors or Shareholders
These are either legal entities or natural persons, depending on the considered jurisdictions that substitute you for the opening of your company. This enables you not to appear in the Public Registers and thus avoid that anyone knew you are controlling the company.

On the professionalism of your counselors will depend the security and perpetuity of your investment, as well as your tranquility over long years.