Ownership and Control of my Offshore Company

Who can sign on behalf of the offshore company?

The director of the offshore company can obviously sign on its behalf. Directors` signatory powers are based on the executive powers granted to him by the Articles of Incorporation of the IBC. If the beneficial owner himself serves as a director, his signatory right is apparently unconditional. If the director is a third-party (nominee) director, then such director would only sign on the basis of express instructions or authorizations to do from the beneficial owner. Under no circumstances would a nominee director be entitled to sign without such instructions, as it would be contrary to his mandate and the Terms and Conditions of our business with the client. The only exception, when the nominee would be permitted to act in its own discretion, is in cases when a claim or legal action is taken by a third party against the company or when any such circumstances arise in which in the opinion of the nominee it is necessary to take urgent action in order to protect the best interests of the beneficial owner or the company itself, and if at the same time the beneficial owner fails to provide clear, sufficient and lawful instructions. Then, in order to protect the company, the nominee is allowed to act independently.

A person, who holds a valid Power of Attorney can also sign on behalf of the company, within the limitations contained in the scope of that Power of Attorney. It is quite common for the beneficial owners or their appointees to enjoy direct signatory powers on behalf of an offshore company through the rights granted by a Power of Attorney.