Foreword
The regulation of offshore companies, and in particular those agents who provide administration services, has been subject of considerable debate in recent years. Very few offshore centres have implemented specific control or regulations. However, subject to the company and the centre in question certain controls, and requirements might be required, before permission to trade is given. The reader / client should be familiar regarding the regulatory requirements which are commonly applied in many offshore centres.

Local Record Keeping and Reporting Requirements
Incorporation and registration
As we have already seen anyone wishing to form or register a company must supply certain information to the Registrar of Companies before the company can be incorporated or added to the register of companies.

The Registered Office
There is always a requirement that a company must have a registered office which will be the address at which the company can be contacted by the local Registrar or any other parties who need or want to correspond with a particular company.

The registered office is the place where any court summons, writs or other such legal documents and actions can be served on the company or its directors. This allows creditors and others with an action against the company to have an address where they can try to progress their particular dispute or grievance.

The registered office will also usually be the place where the company will keep its registers (of directors etc) and it would be usual to find the common seal of the company kept there (if the company wanted to keep a seal) together with accounting information.

The minute books recording the meetings of the directors and members would usually be retained at the registered office, as too would the accounting records.

The name of the company would also have to be recorded in a prominent place, where it can be viewed by the general public, at is registered office. Often there will be a name board or plaque either outside the building or in the reception area recording the name of the company, plus the names of any other companies which use that address as their registered office.

Company Registers
Most Registrars of Companies will require that local companies maintain registers setting out the details of the directors, secretaries and members of those companies and that such details are also provided to the Registrar. Some centres also require companies to keep a register of any charges which have been taken over the assets of local companies.

Such information would usually have to be held at the registered office and might be available for general inspection by the public. Similarly, the information filed with the Registrar of Companies might also be subject to general disclosure.

Annual Returns
Most offshore centres require locally incorporated companies to submit a return to the Registrar of Companies on an annual basis. The return would usually set out such information as the name and registered number of the company, its registered office, details of the directors and secretary, details of the authorised and issued capital and details of the current members, as well as any transfer of membership since the last return was lodged.

Filing an annual return is an important task for administrators to remember because failure to lodge it on time will result in penalties, and continual failure to lodge might lead to the Registrar commencing proceedings to strike the company off the register.

Financial Statements
Although very few centres still require companies to file audited financial statements some centres, such as Ireland, will not process the submission of an annual return unless it is accompanied by the audited financial statements of that company.

It may be a statutory requirement that every local company must prepare accounts and present them to the members at least on an annual basis. However, an increasing number of centres are now dispensing this, the requirement that although once again the company's articles should be checked in case there is a particular accounting requirement which has to be fulfilled.

Additional Information required by the registrar of companies
In those centres which require companies to submit an annual return, it is also usually a requirement that they must notify the Registrar of Companies of any material changes to the information which was lodged, either at the time the company was incorporated, or at the time the previous annual return was submitted whichever occurred last.

Beneficial owner details
Some centres, such as Bermuda, Jersey and Guernsey, require those who wish to incorporate a company to submit details of the proposed beneficial owner of the company to the local regulatory authorities, who will then ensure that the proposed owner is a desirable client for their centre.

The information which is provided remains confidential and would not be passed to any other regulatory or fiscal authorities, unless of course the client is suspected of, or known, to launder money or be associated with other forms of serious crime.

Some clients are not keen for their details to be provided to any regulatory authorities (some in fact are reluctant to give this information to their service providers) which may mean that they would not chose a centre which had this disclosure requirement.

Registered Agent
Some centres, such as the British Virgin Islands, require companies to appoint a local registered agent which would act as the local point of contact for the Registrar of Companies (or equivalent). This person would be the person on whom notices of actions (if any) against the company would be served.

A registered agent may also be required in those cases where a company which has been incorporated in another location is registered as a foreign company in that centre.

Management and Control
Some centres require that particular types of companies must have at least one director resident in that centre. Usually this is a requirement for the company to receive favourable tax treatment (as in low tax centres) or as part of the general statutory requirements for a local company.

Local Meetings
Another area in which some centres attempt to regulate local companies is in respect of members' and directors' meetings. Some centres, such as the Netherlands Antilles, insist that a members' meeting must be held locally at least once every year, although the majority of centres which insist that an AGM be held allow them to be conducted outside the centre.