Offshore Companies & Structuring

An offshore company is only as good as the reasoning behind it. The ones that get frozen or quietly unwound share a shape I can describe from memory: a jurisdiction picked for its reputation, no banking plan, no clear answer to what the entity is actually for.

How title is held alongside the citizenship application is decided once and lived with for twenty years, and unwinding it later costs real money. So what follows is purpose, fit and running cost, including the annual figures nobody quotes you at the outset.

A company puts a legal boundary between one asset and another, and makes ownership transferable — shares move far more easily than land, the whole argument when a Caribbean villa has to pass to three children in three countries. It does not create a tax result on its own, and it does not make you invisible: the OECD’s 2025 peer review of automatic exchange covered 118 jurisdictions. What varies is who can read the register, not whether one exists.

For an American, blunter still. No offshore company makes US tax go away: the United States taxes its citizens on worldwide income whatever second passport they hold, and none of the five Caribbean citizenship programs has a US income tax treaty. If tax is the objective the levers live elsewhere — a genuine change of tax residence, the sequencing of a liquidity event, in some cases Puerto Rico’s Act 60 — which belongs with cross-border tax planning and your own CPA.

The BVI business company has been the default international holding vehicle since the 1980s. Government fees are US$550 to incorporate a company authorized to issue up to 50,000 shares and US$1,350 above that, falling due again each year; registered agent and registered office add US$500 to US$800. With the annual financial return and substance declaration on top, all-in maintenance is nearer US$1,900 to US$2,100.

The Nevis LLC is what American clients hear most on the protection side, and its governing ordinance is built to make a member’s interest awkward for a judgment creditor to reach. The part the marketing skips, and I raise it every time: several US courts have applied their own state’s LLC law to a foreign LLC in domestic proceedings. Treat it as one component in a plan and nothing sturdier — protection belongs in the trust or foundation layer.

The Cayman exempted company earns its keep where a regulated fund is in the picture, rarely where a family wants one house, and prices to match: government fees alone run roughly US$850 to a little over US$3,100 a year.

The letterbox company was legislated out of existence between 2018 and 2019. The BVI’s Economic Substance (Companies and Limited Partnerships) Act 2018 requires every entity to file an annual declaration; penalties run US$5,000 to US$20,000 for a first-year failure and up to US$200,000 for repeated non-compliance; Cayman runs the same architecture. A pure equity holding company, which is what most family structures are, faces reduced requirements. A structure nobody is administering quietly accrues exposure.

Forming an entity takes days. Getting a bank to accept it is the part that fails. The question I put first is which structure a bank will actually open an account for, given where you live and where the money came from. An entity that cannot be banked is a filing with an annual fee, not a structure, so banking introductions belong in the same conversation, not the following year.

Property behind a citizenship by investment application must be held for the program’s required period, and the way title is held has to satisfy the citizenship unit, your succession plan and your tax adviser, before contracts are signed. In St. Kitts & Nevis, Antigua & Barbuda and Grenada, approved citizenship real estate is generally exempt from the alien landholding license an ordinary foreign buyer pays — 5 to 10 percent of value, three to six months to approve. Buy outside the program, or through the wrong vehicle, and that exemption can evaporate.

At The Crane Private Residences in Barbados, buyers do not take freehold title at all: the interest is a right to use held in trust by a licensed Isle of Man trustee, running to the year 3000. Perfectly respectable, and not a deed — a family that assumes otherwise has priced the wrong asset. The pattern repeats across the region’s market guides; I put it on the table during the property conversation, not after.

Put the running cost next to the reason. I have talked families out of structures that would have cost more in annual fees than the risk they were insuring against. Four questions decide it: what are you separating, and from whom; which court would hear the dispute; who signs when you are unavailable; and who inherits the shares. If any of the four has no answer, the structure is not ready to be formed.

I define the problem with the family, bring in your counsel and tax adviser, and keep the property, the citizenship application and the structure pointing the same direction. When the ownership form a developer offers is not the one your plan needs, I say so. Where the mandate runs past coordination I introduce a dedicated specialist private-capital practice and stay on the real-estate side myself, as across the rest of the advisory work.