Wilfred International Services

Management and Administration Services

Wilfred Services Limited not only facilitates the formation of companies, trusts or foundations across many jurisdictions, such as St. Vincent and the Grenadines, the British Virgin Islands, Nevis, Belize or Panama, just to name a few but provides the management and administration services that support the operation of your international entity. All services listed below are most of those provided through our office in St. Vincent & the Grenadines.

For more information, click here for our Rates.

Company Formation Services

INTERNATIONAL BUSINESS COMPANIES (IBC`s)

An International Business Company (IBC) is a company which is not subject to taxes and does not regularly transact business with persons resident.

An IBC can be used for numerous purposes, including but not limited to:

To incorporate an IBC:

1. click here to complete an application form
2. Click here to download an application form

If the shareholder of the IBC is an individual, corporate entity, trust or foundation complete due diligence must be provided to Wilfred Services Ltd.

Special features of International Business Companies (IBC's):

Wilfred Services is pleased to offer shelf companies. Please click here for a current listing of entities available and their corresponding rates.

For more information, click here for our Rates.

International Trusts

Trusts have been used for many centuries as a legitimate means of protecting assets, whether hard assets or cash and cash instruments.

Each trust contains the following:

The terms Settlor and Grantor are used interchangeably. This person is the one who settles certain assets upon the trust. S/he is usually the initiator of the trust and the one who transfers the initial assets to the trust. The Protector is the person who has a voice in the operation of the trust and is a watchdog for the beneficiaries. He assumes many of the functions of the Settlor or Grantor in his absence or after his death. S/he may communicate with the trustee(s) through letters of wishes or orally if s/he so chooses. Written communication is the best, since it leaves a record.

The Trustee is the one who administers the affairs of the trust, receives the transfers of assets to the trust and invests its funds judiciously. The assets transferred to the trust are sometimes referred to as the "corpus" of the trust. The Trustee has absolute discretion as to the investments to be made, the disposal of assets and their distribution to beneficiaries in accordance with the wishes of the Grantor or upon the death of the Grantor.

In theory, the Trustee is in complete control. In practice, the trustee adheres closely to the wishes of the Grantor and in his/her absence or upon his/her demise, to those of the Protector. This makes sense in a jurisdiction such as St. Vincent & the Grenadines, where the law allows a Grantor to change the Trustee and even to move the trust to another jurisdiction.

A bank account in the name of the trust is legally owned by the trustee(s). However, the trustee may appoint any person s/he chooses to be a Manager of such an account. The bank account of a trust can be in St. Vincent, the US, Europe or any part of the world and there may be any number of such accounts.

You may transfer any kind of asset you choose to your trust. This may take the form of land, house, apartment building, other rental property, works of art, automobile, boat, etc. This is done by a deed of conveyance. You will have to report such a transfer to the IRS. It may be better to have your trust purchase such property. If you propose to live in the property, it might be wise to make rental payments to the trust, so that you could not be accused of having beneficial use of the property without charge. The rent you pay goes indirectly back into your pocket.

An IBC that is owned by a trust is also legally owned by the Trustee in the same way that the Trustee owns the trust. A Grantor may be appointed a Consulting Director or Manager of this IBC and thus entitled to a consultation fee or salary. As a Manager, s/he can be issued with a "revocable" Power of Attorney. It must be revocable, because if it were "irrevocable" he would have a measure of control over the IBC which is a subsidiary of the trust that would make the trust an "alter ego", an extension of himself/herself, i. e. a sham. The U. S. Internal Revenue Code would treat its earnings as those of a Proprietorship or Partnership.

Great care is to be exercised in choosing a Trustee, especially when both Grantor and Beneficiary are offshore companies controlled by the same Trustee. This is a trust relationship and not one easily undertaken with your life's earnings.

A trust may have any number of IBC's tied to it. This could be a particularly useful strategy where you wish to purchase several properties or to conduct several businesses and want to spread liability. A trust may also have several sub-trusts. Such sub-trusts could be used to settle property on various members of your family before your death, so that there are no family quarrels after you pass on. It helps to preserve family harmony for succeeding generations.

Advantages of an International Trust

Benefits of a St. Vincent Trust

Trust laws of St. Vincent and the Grenadines are far more specific and protective than domestic trust laws. Assets held in a St.Vincent Trust will not be subject to local income taxes, capital gains taxes, profit taxes, corporate taxes, withholding taxes, succession taxes or any similar taxes.

Belize Trust

It is required, that a Trust be registered with the Belize Trust Registry In Belmopan for a fee of US$100, in exchange for which the Registrar issues a Certificate of Registration to the to the Trust Agent The Register of Trusts cannot be revealed as to that trust without the specific, written consent of the Trustee.

A Trust can only be registered by a licenced (one who is registered with the Belize International Financial services Commission) approved Trust Agent.

Trusts may be formed either orally or by written declaration, with no mandatory declarations and only a few statutory requirements, with the exception of unit trusts or trusts which relate to Belize property (these must be formed by formal written documents).

It is possible to draft the trust and specify that particular parts will be governed by the laws of other jurisdictions, and it is possible to specify that in the event of changes in a designated jurisdiction’s laws that yet another jurisdiction’s laws will apply. This provision can be important for "international" trusts insofar as a change of law in a designated jurisdiction may operate to void an important provision of the trust; in that case, the designation of the alternative jurisdiction will help ensure that the trust will be enforced according to the wishes of the settlor. However normally the Laws Of Belize will apply to all Belize Trusts.

Abolition of the Rule against Perpetuities

Belize has abolished the Rule Against Perpetuities as it relates to Belizean trusts. A trust may be created for a maximum of 120 years without regard to whether proper beneficiaries have been identified or not. Charitable trusts, as defined under the statute, may be established with unlimited duration.

Asset Protection

Belizean courts cannot vary or set aside a Belizean Trusts. Belizean courts also are prohibited from recognizing foreign judgments against a Belizean trust or against Belizean trust property, in respect to marriage or divorce, succession of heirs, or claims by creditors (including foreign bankruptcy courts). The Belizean trust companies claim that a Belizean trust has never been compromised, and that Belizean trust assets are completely insulated from all creditors, unhappy heirs, and mad ex-spouses which attempt to use fraudulent conveyance laws and bankruptcy orders to penetrate the trusts. The Belize Trust Act also provides that an asset transfer has protection from fraudulent conveyance allegations as of the date of the transfer.

Settlors, Beneficiaries and Purposes

The settlor (creator) of a trust may be any person having the capacity to own and transfer property. Because of the abolition of the Rule Against Perpetuities as to trusts, virtually any person, entity, or thing may be a beneficiary, and it is possible to create broad classes of potential beneficiaries or leave the designation of beneficiaries to the trustees (i.e., "discretionary" trusts are allowed).

Both settlors and beneficiaries may give the trustees "Letters of Wishes" which are non-binding guidelines as to how the trust should be administered. The Trustees are not legally bound to recognize or follow these letters, but in practice they almost always do.

Trustees and Protectors

Belizean trusts must have at least one trustee and may not have more than four trustees, which the exception of charitable trusts which may have an unlimited number of trustees. A Trustee may also be a settlor and a beneficiary of the trust.

All Trustees are held to a very high standard of conduct and faithfulness to the trust. In addition to most typical trustee powers, a trustee of a Belizean trust is empowered by the Trust Act to advance moneys to potential beneficiaries of the trust even before their interests in the trust have vested. Trustees who are engaged in a profession or business which supplies services to a trust are entitled to have the reasonable fees and charges for such services paid by the trust.

The Belize Trust Act specifically allows for (and, for some types of trusts, requires) the appointment of a "Protector" who individually owes fiduciary duties to the trust beneficiaries. While the Protector has the power to remove and appoint trustees, the Protector is not considered to be a trustee. The Protector can also be the settlor, trustee, or beneficiary of the trust.

Breach of Trust

In the event of a breach of trust, trustees are personally liable for the loss or depreciation of the trust assets (but directors of a corporate trustee or trust company do not become personally liable). Further, any who receives trust property with knowledge of the breach of trust become constructive trustees of the trust. For a breach of trust, Belizean law allows for the "tracing" of assets and no Statute of Limitation will apply.

For more information, click here for our Rates.

Foundations

A Foundation is a legal entity which may hold, protect and distribute assets or income in accordance with the wishes of the person who established it (the Founder). Wilfred Services Ltd. possesses an extensive network in Panama where these entities can be formed for clients at any time in an efficient manner.

Historical & Legal Context:

To begin with, it is necessary to look at the legal and historical framework in which Foundations exist. Foundations are brought into existence by law and the recognition as a legal entity by the State. Like corporations, they are dependent on the State’s recognition for their existence (unlike a natural person who is physically present). Many people characterise the Foundation as being a hybrid or crossbreed between a trust and a corporation. I believe this is an incorrect depiction of the Foundation, although for comparative purposes it has its benefits.

To truly understand a Foundation, I believe that it is useful to look at the historical context in which Foundations came into existence. The concept of Foundation arose during the Roman Empire, and were created to enable the wealthy (such as officers of the Roman Army going off to battle) to leave their assets in the hands of administrators for the benefit of their families (the beneficiaries).

When so created, the assets themselves, which made up the Foundation (which I shall refer to as the “endowment”) had a completely separate legal existence from the life of the Founder and the administrators. Since the endowment did not belong to the administrators, they had to administer and apply these assets in accordance with the instructions which were left to them by the Founder, for the assistance of the beneficiaries (usually the Founder’s wife and children). This Foundation does not “belong” to any person – it is an independent legal entity, which exists for the purpose of providing for the necessities of its beneficiaries, and is managed by the administrators.

Thus, Foundations come into existence in Roman law much in the same way that Trusts developed in Great Britain. When the Knights of the British Empire went off to the Holy Wars, they often left their estates in the hands of an esteemed friend, in “trust”, so that this person would administer their assets for the wellbeing of their family. This was done to ensure that the estate was not wasted by bad management or spent-thrift children. The assets which were in trust belonged neither to the beneficiaries, nor to the Trustee – but rather were held in the name of the trustee “on trust”.

Foundations may be created as Private Foundations or as Public Foundations. A Public Foundation may be created for a charitable purpose, and its endowment can only be used for the furtherance of that purpose. Foundations of this nature are common in the United States of America, as well as in Europe – wherein an endowment is established to ensure that a particular charitable cause is guaranteed financial support and proper management of the funds in question.

Private Foundations, whether these be for a family or for a group of people, took on a new form in 1926, when the Principality of Liechtenstein adopted the Law of Persons & Companies and specifically created the Family Foundation and the Mixed Foundation. The Foundation in Liechtenstein is referred to as a stiftung. Foundations have also been used in Switzerland, Austria and Luxembourg. In 1998 the Netherlands Antilles adopted amending legislation which allowed for the creation of private foundations.

In 1995, the Panamanian Legislature adopted Law No. 25, introducing the Private Interest Foundation as a legal entity. Panama designed the Foundation based on the other models, with intentions of creating a more modern, flexible and affordable estate planning vehicle. It is an excellent medium for preservation of assets, with sufficient flexibility to enable it to be used for family, religious, public or charitable purposes and to administer, invest or preserve assets for a prescribed class of beneficiaries.

Foundation Purposes:

Possible uses of a foundation are:

Asset Protection – to protect assets against excessive taxation, creditor claims, political instability or forced heirship rules;
Business – to manage profit sharing or pension plans for employees; to hold shares, participation or interests in public or private companies; to collect royalties;
Charitable Purposes – to carry on scientific, philanthropic, religious, humanitarian or educational purposes, or to manage funds or assets for such purposes;
Family – to protect closely held businesses, providing continuity into 2nd and 3rd generations by preventing property-splitting; to protect minors, disabled persons or those incapable of managing their own assets; to manage payment of income or distribution of assets to family members or to provide for their education, housing or maintenance;
Investment – to invest in shares, bonds, mutual funds, bank deposits or other assets; to own real estate or other assets of considerable value – such as works of art.

A Foundation cannot be established for commercial or profit-making purposes. Where a business is to be undertaken, it is appropriate for the Foundation to own the shares of the company which runs the business. The Foundation should not own and run the business directly. A Foundation may, however, receive passive income – such as from rental properties or dividends.

Establishing a Foundation:

A Foundation is brought into existence by registering at the Public Registry the “Foundation Charter”. This is a document signed by the Founder (or his agent – such as a Nominee Founder), during the Founder’s lifetime. The Foundation Charter may have immediate effect (inter vivos) or may be an instrument which takes effect upon death (mortis causa). The Foundation Charter is taken to a Notary who prepares the Public Deed, which is then registered at the Public Registry. The date of registration is the date on which the Foundation comes into existence. A Foundation may be established in perpetuity, or may be established simply for a limited period of time (such as for a specific purpose or project).

The Foundation Charter usually contains the following details:

The name of the Foundation (may be in any language which uses the Latin alphabet, but must include the word “foundation”);
The name of the Founder (or his Nominee);
The initial endowment (which must be at least US$10,000 – but may be stated in any currency);
The name(s) of the member(s) of the Foundation Council;
- If a Corporate Entity – the Foundation Council may be composed of a single member;
- If natural persons – it is necessary to have at least 3 members.
The purpose(s) for which the Foundation is established – these may be drawn up as broadly as the Founder wishes;
The responsibilities of the Foundation Council, and their powers (some powers may be reserved to the Founder or to the Protector);
Whether or not the Foundation will have a Protector or other Supervisory Bodies (such as Auditors, etc.);
The powers and responsibilities of the Protector (if any); and
Other standard clauses – such as the name and address of the Registered Agent, whether the Foundation is irrevocable, the address of the Foundation, arbitration clauses, change of jurisdiction (re-domiciliation), and meetings.

The Foundation Charter is usually prepared in both English & Spanish for all clients.

Bylaws or Regulations:

A second document which should be mentioned with respect to establishing a Foundation is the Bylaws or Regulations. While the Foundation Charter contains the basic information regarding the Foundation, the Bylaws generally contain the details regarding the administration of the Foundation. The Bylaws do not need to be registered or filed for public scrutiny, and therefore in the Bylaws more confidential matters can be detailed. Matters which may be covered by the Bylaws include:

The assets which are being transferred to the Foundation;
How the assets are to be managed;
Whether donations to the Foundation are revocable;
The identity of the Protector (if any) if this is not established in the Foundation Charter;
The identity of the beneficiary(s) of the Foundation and what rights they have;
When and how endowments are to be vested in the Beneficiary(s);
Matters relating to accountability of the Foundation – whether they must present reports, who the reports must be presented to, with what frequency;
The causes for removal of the Foundation Council;
Procedures for meetings and adopting resolutions; appointment of officers; appointment of committees;
Records which must be kept – if any;
Procedures for dispute resolution; and
Indemnification of the Foundation Council for everything done in Good Faith

It is also possible that rather than identifying the beneficiaries in the Bylaws that these be identified through a Private Document. Depending on the terms of the Foundation Charter, the beneficiaries may be appointed by the Founder, the Foundation Council or the Protector.

Governance:

Once the Foundation has been established, the minimum endowment at least should be deposited in the Foundation’s account. However, it should be noted that it is not necessary that the endowment be made in cash – it is also possible to transfer to the Foundation present or future assets, including real estate, monetary instruments, securities or chattels of any nature. Also, the endowment of the Foundation may be increased by persons other than the initial Founder.

The Founder

The role of the Founder should be established in the Foundation Charter – it is possible for the Founder to reserve certain powers (such as power of appointment of beneficiaries or power of removal of the Foundation Council). However, it is also common for the Founder to simply have the role of preparation of the Foundation Charter, and leave to the Foundation Council or the Protector these other powers. As the law is curiously silent regarding the transferability of the Founder’s rights and obligations (but specifically provides that Foundations may be established through third parties), it is understood that a nominee founder may transfer all rights and obligations to the real founder by private document (and thus not appear in the Public Registry as the Founder). This is particularly important, as the document should be executed in Panama (in order to avoid difficulties of authentication of the document), and so it is much simpler for our office to provide a nominee founder who is easily accessible.

The Foundation Council:

The Foundation Council is responsible for the administration of the Foundation, and is accountable to the Founder and to such Supervisory Bodies as may be provided for in the Foundation Charter. The Council’s responsibilities would usually include the investment or management of assets of the Foundation’s endowment, the distribution of funds to beneficiaries of the Foundation, and ensuring that the purposes for which the Foundation was established are fulfilled.

The Foundation Council members do not have to be Panamanians – and it may be composed of natural or legal persons. It is not necessary to hold annual meetings, nor it is necessary for meetings to be held in Panama.

The Foundation Charter may establish causes for which it is possible to remove members of the Foundation Council. It may also establish who may remove the Foundation Council or who may petition a court for the removal of the Foundation Council. If nothing is specified in the Charter, then it is understood that the Founder or the Beneficiaries may petition a court in Panama for the removal of the Foundation Council, in the event of conflict of interest, lack of diligence or prudent in the administration of the Foundation endowment, incapacity, or the commencement of insolvency or bankruptcy proceedings. It is common for the removal of the Foundation Council to be in the hands of the Protector of the Foundation.

The Protector & Other Supervisory Bodies:

The Foundation Charter may provide for certain persons to have a supervisory role in the Foundation. The principal “watchdog” is usually the Foundation’s Protector. The Protector does not actively manage the Foundation, but may be given responsibilities such as: appointment and removal of beneficiaries or the Foundation Council; approval of transactions over a certain limit (say $50,000.00); annual review of the accounts of the Foundation and the performance of the Foundation Council.

The role of the Supervisory Bodies is to ensure that the Foundation Council complies with the laws and with the purposes of the Foundation. If the purposes of the Foundation become impossible (because of a change in circumstances) or too onerous, the Supervisory Bodies may have the power to amend the Foundation Charter to change the objectives for which the Foundation was established.

The Beneficiaries:

The beneficiaries are those people (or that group of people) who are meant to benefit from the Foundation. They can be likened to the beneficiaries of a Trust – they are not owners of the property or assets, they generally have little or no say in the matters of the Foundation – but all actions taken by the Foundation Council are for their benefit. The beneficiaries generally have no claim against the assets of the Foundation, unless they have already been vested with their endowment.

It is possible to specify in the Foundation Charter that beneficiaries have no rights against the Foundation assets and that the Foundation Endowment cannot be attached for any debts or claims against a beneficiary. It is also common to specify in the Foundation Charter that beneficiaries may not transfer their rights as beneficiaries, or that any such transfer will result immediately in their removal as a beneficiary of the Foundation. The purpose of such clauses is to ensure that creditors of a beneficiary (such as a spend-thrift child), or an ex-spouse, cannot attach future benefits of the Foundation.

Separation of Assets:

Once the endowment is made (assets are donated) to the Foundation, these assets no longer belong to the Founder, but rather solely to the Foundation. These assets are a separate and independent estate from the Founder’s personal assets. As a result, the endowment cannot be attached, seized or be subject to any lawsuit or legal actions as a result of obligations or liabilities of the Founder or the Beneficiaries.

Fraudulent Transfer of Assets:

Having stated that the endowment cannot be subject to any lawsuit as a result of obligations or liabilities of the Founder, it is necessary to highlight the exception to this rule. The creditors of the Founder have the right to object or to contest the transfer of assets to the Foundation if the transfer represents a fraud against their credits. However, this right to object or contest the transfer has a statute of limitations of three (3) years from the date of the transfer of assets. Therefore, in the case where assets are transferred legally, prior to any legal action against the Founder, it is not possible to later make any claims against the Foundation’s endowment.

Taxable Consequences:

Under Panamanian law, the transfer, assignment or donation of any assets to the Foundation is not subject to any taxes. However, consideration should be given to the impact of tax laws of other countries – such as the Founder’s country of residence or the jurisdiction in which the assets to be transferred to the Foundation are held. Many jurisdictions have rules regarding estate or gift taxes which may be payable upon making a gift to the Foundation. These rules will have an impact upon the Founder, and should be taken into consideration with the advise of competent counsel of the jurisdiction in question.

For example, in the United States of America a person may, during his or her lifetime, make gifts of up to $600,000 without paying estate/gift tax on these. However, should they make a transfer of $2-million to a Foundation, then only the first $600,000 would be exempt from the gift tax and it would be necessary to pay taxes to the US government on the remaining amount transferred.

A possible second taxable consequence exists with respect to distributions from the Foundation. When the Foundation makes a distribution to a beneficiary, this may be considered “income” by the beneficiary’s country of residence. Therefore, the beneficiary would need to report this gift as income received, and pay the appropriate taxes thereon. Care should be taken to ensure that these consequences have been clearly explored beforehand.

The income produce by the assets of a Foundation will not be subject to taxes in Panama. Further, the Founder would no longer be responsible for the payment of such taxes. Where the Foundation is receiving income from another country (i.e. not Panama) and there are withholding requirements, the Foundation will need to comply with such requirements. Nevertheless, there are many international investments which result in tax-exempt income (for example – investments in the US stock market, where capital gains on stock trading is exempt from taxes where the investor is not a US citizen).

Estate Planning Consequences:

As the assets transferred to the Foundation are considered to be separate from the Founder’s assets, this means that the Founder’s heirs have no right to object to the distribution which is to be given to the endowment. They may well have such a right under the laws of the country of residence of the Founder, but Law No. 25 of 1995 establishes that the Founder’s heirs do not have a right to revoke the creation of the Foundation nor the right to object to the transfer of properties to the Foundation. The laws of the Founder’s country regarding intestacy have no bearing on the validity of the Foundation – ensuring that the objects for which the Foundation was established will be honoured even in the event of the Founder’s death.

Nonetheless, attention must be given to the situs of the assets which are owned by the Foundation. To the extent that the assets of the Foundation are in Panama (or are liquid assets), it would be difficult for a family member to assert a claim against the assets. But where the assets are in the Founder’s or their successor’s jurisdiction, courts in that jurisdiction may disregard the Panamanian law. It would be inaccurate to believe that matters relating to the Foundation and the distribution of the Foundation’s assets is an entirely Panamanian matter to be decided in Panama under Law 25 by Panamanian courts. If the Founder transfers his home to the Foundation, and then upon death the spouse is left homeless, a court may disregard the transfer of the house to the Foundation if this is contrary to their local heirship laws.

Conclusions:

As will hopefully be apparent from this outline of Foundations, they are flexible entities which can be utilised for the preservation and administration of assets. Nevertheless, it is necessary to establish the Foundation with full fore-thought and planning, in order to optimise the benefits which a Foundation may offer. The Foundation Charter may limit or prohibit property splitting, property transfers, mortgages or using the endowment to secure loans or other forms of financing, as well as regulate the general administration of the assets or business transferred to the Foundation. The Foundation Council should preserve, administer and invest the assets consigned to it and undertake all commercial and legal transactions necessary to the realisation of the purposes which the Founder established for it.

For more information, click here for our Rates.

Limited Liability Companies (LLC`s)

The LLC is a form of business organization which is widely recognized worldwide. It has unique attributes that make it the best entity to use in many, but not all, situations. The LLC can shield the owners (known as "members") and the management (who may be the members or "managers") from personal liability for the debts and liabilities of the company.

Uses: LLC’s are suited for entrepreneurial businesses with a small number of active investors. All members can enjoy limited liability protection while participating in the business.

Benefits:

• An LLC is designed to incorporate the best aspects of corporations, general partnerships, limited partnerships and other entities; • Losses pass through to the owners; • The LLC may make special allocations of income, gain, loss, credit and deductions to members; • A member may increase his basis in the membership interest by the amount of LLC debt; • The members, owners, and managers of the LLC receive the same limited liability protection as shareholders, officers, and directors of a corporation; • The LLC is, overall, the most flexible vehicle for business;

Drawbacks:

• Venture capitalists normally prefer a corporation rather than an LLC because a 51 percent ownership of a corporation gives them control, while it may not in an LLC. Also, VC's normally provide funding on the hope that they can take the business public, and LLC membership interests may not be publicly traded; • Corporations give more certainty, due to the large body of case law on the record for corporations; • Most businesses, lenders, investors are comfortable with a corporation, but may be unfamiliar with an LLC or how it operates. For more information, click here for our Rates.

Hybrids

It is possible to establish a hybrid company in St. Vincent and the Grenadines where some participants have not an asset, but rather a liability. An example of this is the Anguilla Hybrid Company, which is a company limited by both shares and a guarantee. A Hybrid Company has two classes of members - Shareholders and Guarantee Members (Guarantors). While the term "Shareholder" is probably quite familiar and well understood, the term "Guarantee Member" or "Guarantor" is less common, although sporting clubs or societies may be structured as companies limited by guarantee.

A Guarantor is elected into membership of the company by the directors on condition that the member undertakes to contribute a fixed sum to the debts of the company up to a certain specified maximum amount - this may be established at US$500.00 or less - in the event of the company's insolvent liquidation. In contract with the shareholders of the company, the Guarantor holds a contingent liability - an obligation. The rights and obligations of each class of membership (shareholders and guarantee members) may be laid down in the Articles of Association of the company. Alternatively, these rights and obligations may be set out by the directors in a resolution or minutes if there is a desire to keep the terms and conditions of membership confidential. As will be readily apparent, the rights and obligations that attach to each class of membership can be drafted to suit virtually any requirement.

A hybrid is a particularly attractive vehicle to residents of civil law jurisdictions, where the traditional common law trust concept may not be recognized. For these purposes, the hybrid can be structured to function as a quasi-foundation or quasi-trust. Civil law jurisdictions may view a transfer to a trust as no more than a transfer to an individual (with consequent gift or transfer tax implications) or as void ab initio, thus defeating the very purpose of the transfer. The hybrid company can effectively separate shareholder members from guarantors and limit the rights of shareholders and guarantors so as to comply with the laws of the member's domicile in the most tax-efficient way.

When used as a quasi-trust, the hybrid company is typically structured with voting shares, which have no rights to dividends and no participation in the capital or income of the company in any way. The Guarantors have no voting rights but participate fully in the income and capital of the company. However, if liquidated, it is possible that all assets pass to the Guarantor. Thus control of the Company legally rests with the Shareholders, but all benefits flow to the Guarantors. The shares are then issued to professional managers or nominees, who act rather like ‘quasi-trustees’ – having legal ownership of the Company and its assets but unable to receive financial benefit from holding the shares. All of the financial benefits flow to the Guarantors, placing them in a position rather like the beneficiaries of a typical trust. A Guarantor’s interest may be extinguished on death to eliminate succession problems, remove any probate requirements and therefore may eliminate any inheritance tax/estate duty implications. Depending on how the Articles of Association are drafted, the guarantor may transfer his rights and duties to the Company, in part or in whole, to third parties.

For more information, click here for our Rates.

International Banks

Under the International Banking legislation, two types of licenses are permitted as follows:

Class I Banking License

Permits the licensee to conduct offshore banking generally.
A minimum paid-up capital of US$1,000,000 is required.
Of this paid-up capital, US$500,000 must be invested in a manner prescribed by the International Financial Services Authority.

Class II Banking License

Permits the licensee to engage in offshore banking with a fixed list of clients.
A minimum paid-up capital of US$500,000 is required.
Of this paid-up capital, US$50,000 must be invested in a manner prescribed by the International Financial Services Authority.

For more information, click here for our Rates.

International Insurance Companies

Under the International Insurance legislation five classes of insurance companies are permitted as follows:

Class I - Unrestricted License

Permits the insurer to carry on any international insurance business, including long-term international insurance business.
Must have a net worth of at least $200,000.

Class II - General License

Permits the insurer to carry on general international insurance business, but not long-term international insurance business.
Must have a net worth of at least $100,000.

Class III - Association License

Permits the insurer to carry on general international insurance business and long-term international insurance business, with two or more owners of the insurer, and their affiliates, and to carry on no more than thirty percent (30%) of its international insurance business (based on net premiums written) with persons who are not owners of the insurer or their affiliates.
Must have a net worth of at least $50,000.

Class IV - Group License

Permits the insurer to carry on any international insurance business, including long-term international business, with a single owner of that insurer and its affiliates, and employees of the owner or its affiliates.
Must have net worth of at least $25,000.

Class V - Single License

Permits the insurer to carry on any international insurance business, including long-term international insurance business, with the sole owner of the insurer, if a company, or with the beneficial owners of the insurer, if a trust.
Must have net worth of at least $10,000.

For more information, click here for our Rates.

International Mutual Funds

Three types of Mutual Funds can be established under the Mutual Funds legislation:

A) Public Fund

A Public Fund is one which offers shares to the general public.

(B) Private Fund

A Private Fund is one which either offers shares to no more than fifty investors or offers shares on a private basis only.

(C) Accredited Fund

An Accredited Fund is one which offers shares only to accredited investors with an initial investment of not less than US$ 25,000 per investor.

"Accredited investor" means a person:

Whose ordinary business involves, whether for the person's own account or the accounts of others, the acquisition or disposal of property of the same kind as the property of the fund or a substantial part of the property of the fund; or
Who has signed a declaration that the person, whether individually or jointly with his spouse (as applicable), has net worth in excess of one million dollars in the United States currency or its equivalent in any other currency and consents to being treated as an accredited investor;

All Mutual Funds must have a licensed Manager and Administrator.

For more information, click here for our Rates.

Ship / Yacht Registration

A ship may be registered under the flag of St. Vincent and the Grenadines if it is owned:

By a citizen of St. Vincent domiciled in St. Vincent or,
A local company having its main office in St. Vincent or,
A foreign company provided that, when the main office is situated outside St. Vincent, a Registered Agent in St. Vincent is appointed.

Requirements:

Letter of application to Registrar of Shipping
Completed application form
Letter of appointment of local registering agent
Bill of Sale of vessel or Builders Certificate
Certificate of Deletion of vessel from previous Registry
Certificate of Survey of vessel, done by a recognized Marine Surveyor. Please forward credentials of surveyor for acceptance, along with request for permission by surveyor to survey on behalf of the Government of St. Vincent and the Grenadines
Certificate of Classes to prove sea-worthiness of vessel in relation to I.M.O. / SOLAS conventions, particularly if the ship exceeds 500 net tons.
Completion of ships marking and carving note
Declaration of ownership (Notarized)
Certificate of Incorporation of a registered company
Name and Certificate of Competency of present master
Tonnage Certificate
Ship station license for the installation and for the use of radio equipment
Vessel/ship should not be older than eighteen (18) years (15 years for Tanker) unless special permission is granted. This condition does not apply to vessels registered for scrap purposes.

Radio License

All registered ships must have a valid radio license which can be obtained from the National Telecommunications Regulatory Commission (NTRC) of St. Vincent & the Grenadines.

For more information, click here for our Rates.

St. Vincent IBC's and Real Estate

In recent times, the government of St. Vincent and the Grenadines (SVG) has enacted legislation and corresponding regulations that allows the owners of St. Vincent and the Grenadines International Business Companies to purchase real estate in SVG.

This process is subject to the owners applying for an alien landholder's licence before finalizing a transaction but could lead to the owners of the IBC obtaining residency in SVG and eventual citizenship.

Wilfred Services Ltd.'s business advisory group consists of reputable lawyers/attorneys who could not only assist you with your alien landholder's licence but also ensure that your SVG real estate purchase a virtually seamless process.

Please contact us for more information.

Strategic and Business Advisory Services

At virtually every stage of a business, owners face challenges and changes: Expansion into a new market; Integrating an acquisition; Restructuring; Selling part of the business; Adapting to a major new competitor; Adjusting to new technologies; and Planning for retirement.

Utilizing decades of experience with entrepreneurs and leaders of companies at all stages of growth, Wilfred Services Ltd.'s professionals can guide you through the decisions required to build corporate value and maximize profitability. We offer the following services to help your management teams resolve challenges, deal with change and achieve your vision.

When we collaborate with our clients, Wilfred provides an objective perspective to identify issues, analyze problems and recommend actions. We also provide hands-on support as needed to assist in implementation and the measurement of progress and results.

Whether you want to expand, divest, merge, adapt or improve part or all of your operations, Wilfred’s integrated teams of business advisors and specialists have the diverse expertise and strategic perspective to reveal opportunities and achieve results.

Please contact us for more information.

Online Digital Marketing Solutions

Although similar in many ways to traditional marketing, Internet marketing is best suited to several particular purposes. It is ideal for marketing products and services that require a lot of information to sell, such as travel and books; products and services that people feel strongly about, such as music and films and products and services that are bought by the Internet demographic.

In terms of advertising, online advertisements do not have the same impact as television or glossy media, as consumers are generally unwilling to download them. However, due to extensive personalization capabilities, Internet marketing has a unique ability to reach niche markets and target just the right consumer with just the right product.

Internet marketing is thus best used as an adjunct to a traditional offline marketing strategy. Offline marketing is used to raise consumer awareness and arouse interest; Internet marketing educates and answers questions by having comprehensive information on offer.

Please contact us for more information.