Business persons are often looking for new partners and suppliers. But watch out: Some of them may be fake contractors and nonexistent firms!
Just like with onshore companies, both individuals and businesses offshore should have a credit record and a verifiable reputation. Before starting a business relationship, it is important to verify if the documents of an international company that would like to become your partner are authentic.
If you wish to register an international company yourself, please do not hesitate to contact the experts at International Wealth right now. It is important to start this procedure by selecting a jurisdiction and an offshore bank for opening a business account for your future company.
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Incorporation documents of each international company are of course different depending on the jurisdiction of its incorporation. Therefore, any doubts regarding the authenticity of the international company documents may be expressed to the owner by bank employees, partners and customers.
The easiest and most reliable method to check the authenticity of an international company is to send a request to the place of its incorporation. Certain jurisdictions respond quickly enough and do not make you wait long. There are certain jurisdictions, such as Delaware, where the information from the Register is provided within minutes and can be done over the internet.
Why Check the Authenticity of an International Company?
A reasonable step for business owners who plan to engage in an offshore transaction is to verify the authenticity of the international company, i.e. their potential partners. Hiring an investigator is a good option but it involves additional costs. Yet the initial verification can be fruitful. Now there are many online services for verifying and identifying foreign companies.
Careless selection of a business partner can lead to serious economic consequences – such as losses due to unscrupulous behavior of the counterparty and loss of money and time. Your company may also incur reputational risks as a result.
Companies are considered unreliable if they fail to meet their obligations to customers and government agencies. All fly-by-night firms, bankrupt companies and others that provide false information about their activities are dangerous. To protect your business from such partners, it makes sense to at least check open sources before signing a contract.
What Incorporation Documents of an International Company are Required for Verification?
Typically, experts request the following documents to verify the authenticity of an international company:
- Certificate of Incorporation (and any Certificate of Name Change (in the British Virgin Islands) or Certificate of Incorporation on Change of Name (in the Cayman Islands));
- Memorandum and Articles of Association;
- Register of Members;
- Register of Directors;
- Register of Meetings;
- Certificate of Good Standing recently issued by the Registrar of Companies;
- Certificate of Incumbency recently issued by a registered agent.
The list of documents should be adapted to the specific situation requiring the international company authentication.
What Information is Provided on the Certificates of International Companies?
In order to comply with KYC requirements, to prove ownership, good standing and authenticity of the documents of an international company, banks may ask the owner to provide the Certificate of Incumbency and the Certificate of Good Standing. It may be the original or a notarized copy.
Banks require that the notary write something like “I have personally verified that this is an exact copy of an original document” on the certified copy.
The Certificate of Incumbency is an official document issued by the Registrar of Companies or a registered agent located in a foreign jurisdiction where the company is incorporated.
This document is required by banks and financial institutions to assess the possibility of providing banking services, as well as by lawyers who have been engaged in preparing contracts between an international company and the other party.
The information on the Certificate on Incumbency usually includes the following details:
- Registration number of a legal entity;
- Legal address, usually provided by the registered agent;
- Registration data;
- Names of outside directors, officers, and shareholders.
In addition to the Certificate of Incumbency, banks usually require a recent Certificate of Good Standing when opening a bank account or performing an annual customer document authentication.
The Certificate of Good Standing usually contains the following information:
- Company name;
- Company registration number;
- Date of incorporation;
- Authorized capital (for a corporation);
- Names of directors and officers;
- Names of members.
This data allows you to check the authenticity of documents of an international company.
How Do I Verify International Companies of Different Jurisdictions?
We will give an example of several of the most popular offshore jurisdictions that have public registers that allow authentication of documents of an international company by obtaining certain information.
In certain countries, access to online registers of corporate information for document authentication is free of charge. In others, registers can be accessed on a fee basis and require the user authorization.
Belize
Belize has for some years allowed verification of good standing of a company via its Belize International Corporate Affairs Registry (BICAR).
To retrieve information on a Belize IBC, simply type in the name of the entity you are searching. The search results will return both active/inactive entities along with the respective IBC Number from their database. This is not an indication of the current status of an entity. The information provided in this application is real time and reflects the information on the database as of the date of the search.
The entity information provided on this website is free of charge; however, additional information can be obtained for a fee, payable by credit card.
The British Virgin Islands
The British Virgin Islands conduct a search in the Registry of Corporate Affairs to verify the authenticity of an offshore company and its public records. It is usually possible to see the Certificate of Incorporation, the Certificate of Change of Name, the Memorandum and the Articles of Association, the Certificate of Registration of Charge and its details with a seal, and the Certificate of Dismissal of Charge with a seal.
It is also possible to get access to the Register of Members if the international company has provided it voluntarily, and the Register of Directors if it has chosen to make the document public at the time of filing with the Registry of Corporate Affairs in the British Virgin Islands.
The electronic records of the Civil Division and Commercial Division of the Registry of the High Court and the Registry of the Court of Appeal (The Virgin Islands) have also been made accessible as of January 1, 2000, by the Office of Judicial Enforcement. The system set up by the Registry of the High Court of the Virgin Islands makes it possible to see any litigation against offshore companies in the High Court of the British Virgin Islands.
The Cayman Islands
In the Cayman Islands, the search is conducted in the Cayman Online Registry Information System (CORIS). It allows you to get certain information about an international company:
- Type of company (that is, regular or exempt);
- Date of incorporation;
- Company registration number;
- Company status (active or liquidated);
- Location of the registered office.
In addition, the names of the current directors and their deputies are available from the Registry of Companies in the Cayman Islands.
It is also possible to check the authenticity of documents of an international company with the Registry of Court Orders that is maintained by the Registrar’s Office of the Cayman Islands. It allows you to make sure that there is no pending litigation against the said offshore company in the Cayman Islands, and whether any petition or order to shut it down has been filed.
As you can see, the above searches only provide access to some of the company incorporation documents issued in the British Virgin Islands and none of the company incorporation documents in the Cayman Islands. Consequently, expert assistance will be required to provide the rest of the documents.
Panama
Panama’s Public Registry is available online, but only in Spanish. Here you can check data such as the names of directors, subscribers, resident agent and, of course, the good standing of a company. You can download free of charge pdf of all documents filed over the past few years. It is possible for a fee of $30 to order a digitally-signed Registry Extract, broadly equivalent to a Certificate of Incumbency or Good Standing in English speaking countries.
Singapore
In order to verify the authenticity of documents of an international company in Singapore, we recommend using the free online portal of the Accounting and Corporate Regulatory Authority (ACRA), the Singapore BizFile. The system is based on an intuitive interface and allows you to easily check the information and reputation of a company. The system will provide you the up-to-date general data, which is the first thing you should pay attention to.
The BizFile service will help you get the following data:
- Company Status: “Live” indicates that the company is operating.
- Type of Activity: a disturbing sign may be the presence of a large number of various types of activities.
- Address Details: do check if it is a real legal address or just a rented mailbox. If it is indeed a rented mailbox, you should request a contact of the mailbox provider and ask them to verify the authenticity of your potential business partner.
- Annual Profits: The Singapore Companies Act requires all businesses to submit their annual reports to ACRA within 30 days of the annual general meeting.
- Annual General Meeting: This field indicates the date of the last general meeting of shareholders held by the company. Sometimes companies do not notify the Accounting and Corporate Regulatory Authority of any general meeting of shareholders. Private companies may have the right no to hold any meetings of shareholders.
- Financial Statements: This field contains information about whether the company has complied with the ACRA financial reporting requirements.
Should you wish to open an international company, we recommend considering the bank for opening your business account. The experts at International Wealth offer a free consultation on selecting an account with foreign banking institutions. Please click the link to find out how to get it. To contact our experts, please email to info@offshore-pro.info and call: +372 5 489 53 37 , +381 6911 12327 .
