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Russia
  • Russia
    • Russia
    • Lithuania
    • Estonia
    • France
    • Italy
    • United Kingdom
    • Czech Republic
  • En
  • Ru

Legislation

    
 Offshore terminology

 

Apostille  - Additional authentication required for international acceptance of notarized documents including (but not limited to) adoption papers, affidavits, birth certificates, contracts, death certificates, deeds, diplomas and degrees, divorce decrees, incorporation papers, marriage certificates, patent applications, powers of attorney, and school transcripts. Instituted by 'The Hague Convention Abolishing The Requirements Of Legalization For Foreign Public Documents' of 1961, its objective is obviate "the requirements of diplomatic or consular legalization" and thus replace the cumbersome 'chain authentication method' that called for verification by multiple authorities.

 Certificate of Good Standing ( CGS) - Certificate issued by the designated authority in a state/country to verify that a corporation/company actually exists, has paid all its statutory dues, has met all filing requirements and, therefore, is authorized to transact business in that state/country. Also called certificate of authorization or certificate of existence.

Declaration of Trust- Document signed by a trustor (settlor) creating a trust into which assets are placed, a trustee is appointed to manage the trust (who may be the party who created the trust), the powers and duties of management of the principal and profits of the trust are stated, and distribution of profits and principal is spelled out.
 
Nominee shareholder- Ostensible or registered owner who holds shares (stock) on behalf of the actual owner (beneficial owner) under a custodial agreement. Also called nominee stockholder.

Nominee director- Person who acts as a non-executive director on the board of directors of a firm, on behalf of another person or firm such as an bank, investor, or lender. Also, a resident in a tax haven who lends his or her name to a non-resident as a trustee on the board of an offshore firm in that haven. Typically there is no shareholding requirement for the nominee director but, if the bylaws of a firm impose a share qualification, he or she must obtain them within the specified period. Some jurisdictions allow a firm to be named as a nominee director of another firm.

Bearer shares - An equity security that is wholly owned by whoever holds the physical stock certificate. The issuing firm neither registers the owner of the stock, nor does it track transfers of ownership. The company disperses dividends to bearer shares when a physical coupon is presented to the firm.

Registered shares - A security with the owner's name printed on the certificate or, in the case of an electronic registration, where the owner's name is listed in a database. Registered securities contrast with bearer forms, which the person physically holding them is presumed to hold. Virtually all securities currently traded are registered securities; this has become truer as registration has become computerized.

Certificate of Incorporation - Registered firm's 'birth certificate' showing its legal name and date of incorporation. Also called certificate of registration.

Due-dilligence - The process of investigation, performed by investors, into the details of a potential investment, such as an examination of operations and management and the verification of material facts.

Holding Company- Type of business organization that allows a firm (called parent) and its directors to control or influence other firms (called subsidiaries). This arrangement makes venturing outside one's core industry possible and, under certain conditions, to benefit from tax consolidation, sharing of operating losses, and ease of divestiture. The legal definition of a holding company varies with the legal system. Some require holding of a majority (80 percent) or the entire (100 percent) voting shares of the subsidiary whereas other require as little as five percent.

Power of Attorney - A written document in which one person (the principal) appoints another person to act as an agent on his or her behalf, thus conferring authority on the agent to perform certain acts or functions on behalf of the principal.
Powers of attorney are routinely granted to allow the agent to take care of a variety of transactions for the principal, such as executing a stock power, handling a tax audit, or maintaining a safe-deposit box. Powers of attorney can be written to be either general (full) or limited to special circumstances. A power of attorney generally is terminated when the principal dies or becomes incompetent, but the principal can revoke the power of attorney at any time.

Registered address - Street address of a firm's registered office.

Registered agent - A registered agent is a person designated to officially receive and send legal papers on behalf of a business entity. The registered agent is registered with the статье/country in which а business entity is established.
The registered agent is the person who receives official notifications, including notice of lawsuits.

Share certificate - Legal document issued as proof of ownership in a firm. In the modern stock markets, the 'paper' share is now being replaced by the 'electronic' share.
 
Certificate of Incumbency - The official attestation issued by its registered agent or the authorities of the jurisdiction of incorporation, which states that the persons listed are actually directors/shareholders of the company.