The choice of the most appropriate management structure and persons responsible for a company's activities is of particular importance, in order to ensure the entrepreneur's success and protect his or her confidentiality. This section reviews the status and main functions of the chief officers (and members) of a non-resident company.

Shareholders of the company.

     It is evident that in most cases a non-resident company takes the form of a joint-stock company. The owners of the company are its shareholders and their names are registered in the official register of the company, together with the following data:

     The share capital of the company, as a rule, is divided into shares with a fixed par value or into shares without a par value. Each country prescribes the minimum authorised and declared share capital necessary to incorporate a company. At the same time, the company law of the country of incorporation does not in many cases require the whole amount of this capital to be fully paid up. Either formal subscription for shares takes place (as in most Caribbean and Pacific jurisdictions) or there is a requirement for a symbolic part of the total par value of the shares required to be paid (in such countries as Ireland, Cyprus etc). On the other hand, in some countries such as Switzerland, the entire authorised share capital has to be fully paid up before a company can acquire full legal status. Other continental European countries also require the main part of the authorised share capital to be paid immediately.

     Usually there is no restriction on the amount of the authorised share capital that may be issued. Nevertheless, the majority of jurisdictions charge capital duty on any increase of share capital. This duty might be in the form of a fixed sum. For example, in the Bahamas if the authorised share capital does not exceed USD 50,000, the fixed duty is USD 350 per year. If the share capital exceeds USD 50,000, the duty amounts to USD 1,000 per year. In other countries duty can be based on a percentage of the paid-up share capital. In Ireland for example, the duty on limited companies is 1% of the paid-up capital, while in Switzerland it is 3% of the capital. Therefore on incorporation, most companies declare the greatest amount of share capital consistent with the minimum registration and annual duties.

Nominee shareholders

     In order to ensure confidentiality while managing the company and disposing of its property, nominees are often used to act as the shareholders of the non-resident company. The names of the nominees are registered in the Register of Enterprises of the relevant country as well as with other public bodies. In practice, however, these persons waive all their rights in favour of the beneficial owners of the company, by signing special agreements and other appropriate legal documents.

     Using nominee shareholders solves the following problems that are encountered in the process of the company's incorporation and the placing on record of its owners' property rights:

Directors of the company

     In accordance with the articles of incorporation, the directors are usually responsible for running the company. The bylaws and articles of incorporation prescribe the procedure for electing and dismissing the company's directors.

     The requirements as regards membership and status of the directors differ in various jurisdictions. Less demanding jurisdictions (the Caribbean, Pacific etc) usually do not impose any restrictions concerning this issue. At the same time, the minimum number of directors for a company incorporated in Hong Kong or Ireland is 2, while in Panama it is 3.

     Certain jurisdictions (Ireland, Denmark, Switzerland etc.) stipulate that the directors of the company can be only physical persons.

     In most jurisdictions, in order to obtain tax-exempt status for a company, its directors have to be non-residents of the relevant country.

     Nevertheless, some jurisdictions (Cyprus, Ireland, Switzerland) put forward entirely opposite conditions - some or all of the directors (even the formal directors) must be residents of the country of incorporation. In this way those countries try to preserve the right to make local directors immediately liable for any violations committed by the company.

     In those instances, as well as in many others, the best option is to use the services of nominee directors.

Nominee directors

     The practice of nominee directors involves the existence of persons whose names are recorded in the official register of the country concerned and who are able to serve as directors of a specific company. At the same time, by signing the appropriate agreements, those persons entrust the management of the company to its real owners and relinquish any activities or material interests connected with the company.

     As regards nominee directors, it is necessary to point out an additional issue. By way of example, the tax treaties concluded by many countries, are advantageous from the point of view of the use that can be made of companies from one country, operating in the other country. However, such agreements pay special attention to the location of the company's management. Therefore it is imperative to nominate residents of first country as the directors of such a company, in order to obtain the benefits of the treaty.

     Of course, the existence of nominee directors safeguards the confidentiality and security of the beneficial owner in any situation. Therefore, in most cases, non-resident companies are incorporated with nominees as directors.

     As a rule, services of nominee shareholders and directors are provided by legal consultants who have offered professional services to their clients for many years and protected the confidentiality of the beneficial owners of a company.

The company secretary

     The office of company secretary is not required by all jurisdictions. Nevertheless, countries such as Great Britain, Ireland etc. require that a named person appointed by the board of directors act as company secretary. The company secretary not only maintains contacts with the governing authorities of the country of incorporation and carries out his responsibilities relating to a change of management structure or the liquidation of the company, but also monitors and controls the issue of share certificates and ensures submission of the annual report to the appropriate bodies, if required by the legislation of the relevant country of incorporation.