Turks and Caicos Offshore Company Formation
Legal form: The Turks and Caicos Islands emergence as a major corporate domicile dates from the enactment of the Companies Ordinance 1981. The legislation was regarded as highly innovative and has been duplicated by other jurisdictions. The Ordinance continues to be amended to meet the changing demands of the international business community. Currently there are five types of companies which can be incorporated under the Ordinance, namely the Ordinary company, the Exempt company (also known as the International Business Company), the Foreign Company, the Limited Life company, and the Hybrid company. All the companies can be limited by share or guarantee.
Name of the company: The name of Turks & Caicos company must not be identical or confusingly similar to the existing ones. The name can be written by using Cyrillic or Latin alphabet. Using words Limited or Ltd are not required in the name of the company. The name can contain words Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, Gesellschaft mit beschankter Haftung or abbreviations Corp., Inc., GmbH, SA, AG. Words Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal, Trust Company, Trustee Company or other words with the same meaning cannot be used in the name of the company. All names of companies require the prior approval of the Financial Services Commission to ensure that no name gives the impression of providing a public financial service without due licensing.
Memorandum and Articles of Association: A company is incorporated in Turks & Caicos by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company. In order to obtain tax exempt status the subscribers must at the time of incorporation lodge at the Companies Registry a signed declaration stating that the business of the company will be mainly carried on outside the Turks and Caicos Islands. An existing overseas company may transfer its domicile to the Turks and Caicos Islands where the laws of the overseas country do not prohibit such a transfer. A Turks and Caicos company can transfer its domicile to an overseas country where the overseas country laws allow for such a transfer. Once a company is redomiciled to the Islands it is deemed to have been incorporated there under the 1981 Companies Ordinance.
The share capital: There is no specific minimum capital requirement. The standard authorized share capital is US$ 5,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Subject to certain solvency requirements the company may purchase or redeem its own shares.
Directors of the company: Turks & Caicos exempt company requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. There is no requirement to have resident directors.Registered office and local agent/secretary: Turks & Caicos exempt companies must maintain a registered office and registered agent who may be corporate body or individual resident in Turks & Caicos. The company must keep its corporate seal at its registered office but need not maintain there any record of the shareholders, directors, secretary, mortgages or charges.
Taxation: Turks & Caicos Islands is a pure tax haven and has no direct taxation in the form of income tax, capital gains tax, gift tax or inheritance tax.Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.