Frequently Asked Questions –
International Business Companies (IBCs)
What is an International Business Company, or IBC?
An entity recognized by law as a separate ‘person’ with limited liability. It is essentially an international corporation that has the option to sell shares, the right to sue and be sued, and has perpetual existence.
How are IBCs used?
They 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, open brokerage accounts and maintain retirement plans for employees. Although most international corporations are private and closely held, some are publicly traded on major stock exchanges.
What does a corporate search under an IBC reveal?
A corporate search will reveal the name of the corporation, the date of existence, amendments, and any other publicly filed document. Different jurisdictions share different information and some share less than others. Under Belize law for example, there is no requirement that the names of corporate officers, directors, or shareholders be filed in any public registry. Such information, therefore, remains confidential.
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 foreign company. Although the registered owner is recorded in the corporation’s internal records, no public registry of shareholders is maintained. The share registry is an internal corporate document available only to directors, officers, and shareholders under conditions specified in the jurisdiction’s corporate statute.
What is a Registered Agent?
An agent established on behalf of the foreign company who is required to ensure 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 for the corporation. Every corporation must have a legally registered agent. We provide this as a service, which is included in corporate structure costs.
What is a Nominee Director?
Sometimes also referred to as a Resident Director, a Nominee Director is an individual designated, or nominated, as the director of a corporation to essentially take on the liability in place of the actual individual(s) running the corporation. Every IBC must have a Board of Directors. The board may consist of one person or many people. For instance, the founder of the IBC may appoint himself/herself as the Director and sole officer of the corporation. However, most IBCs are formed with a Nominee Director.
The nominee may be, but does not have to be, an individual who works and/or resides in the country where the IBC is formed. The nominee may be used to sign contracts, loans, bank applications, etc. for the IBC should the founder not want his/her signature to be connected with the corporation. The nominee director has no knowledge of the IBC’s affairs or accounts, cannot control or influence the IBC, and will not act unless instructed to by the founder. In the case of a European IBC setup for the purposes of an EU Merchant Account, the nominee or resident director must reside within the European Union and be willing to sign the merchant application as well as provide proof of residency through his or her utility bill and identification. For all other MIDs, the director must reside in the country of the processing bank, so you can see how this is a large advantage to using European banks wherein the company can exist in any one of the several countries that belong to the European Union.