Company & Commercial

It is possible to establish a considerable variety of flexible and effective legal entities in the TCI for use in international transactions:

Exempted Companies
An exempted company (or IBC) is a company incorporated in the TCI but whose business is conducted mainly elsewhere. The opening of bank accounts in the TCI, the concluding of contracts within the TCI, and the exercising within the TCI of any of the company's powers in connection with its business carried on outside the TCI are permitted.

Companies incorporated elsewhere may migrate to and be continued in the TCI as exempted companies and similarly exempted companies may migrate to and be continued in other jurisdictions.

Hybrid companies, partly limited by shares and partly limited by guarantee, can be established; these entities are particularly useful as an alternative to a trust, in certain circumstances.


Limited Life Companies
A limited life company (or LLC) is similar to the limited life liability company found in many US jurisdictions. It combines the corporate characteristics of limited liability with the partnership characteristics of limited duration, restricted transferability of interest, and automatic dissolution. A number of major US companies including Texaco Inc and USX Corp have set up TCI LLCs as financing subsidiaries.

Features of exempted companies/IBCs

• Incorporation can be effected on a same-day basis
  
  
• An exemption from future taxation for a period of 20 years is granted automatically on incorporation
  
  
• Capital may be expressed in any currency
  
  
• Shares may be issued to bearer (subject to local immobilization rules)
  
  
• Shares may be of no par value
  
  
• The doctrine of ultra vires does not apply
  
  
• No statutory meetings are required and if meetings are held they may be held anywhere in the world
  
  
• Subject to certain solvency requirements, a company may purchase or otherwise deal in its own shares
  
  
• Shares may be issued in fractions
  
  
• There is no need to prepare or file audited accounts
  
  
• Shares may be issued in different classes with different rights and liabilities attaching to each class

Limited Partnerships
The limited partnership has been routinely used for many years in the US and in certain European countries such as Switzerland and Germany but has not been widely employed in England or other non-US common law jurisdictions. The TCI's Limited Partnerships Ordinance 1992 is based primarily on the US (uniform code) model. Limited partnerships are particularly useful in raising money for venture capital and in mutual fund structures.

A TCI limited partnership is registered by submitting a statement of the general partners specifying the firm name, the general nature of its business, its TCI address, its term (which may be unlimited) and the name and address of each general partner. There is no obligation to file the limited partnership agreement. Each TCI limited partnership shall have at least one general partner and one limited partner, and the total number of partners shall not exceed one hundred. General partners will typically be companies; at least one of the general partners must be a TCI entity or (if incorporated abroad) must be registered in the TCI as a foreign corporation. Exempted limited partnerships which undertake business primarily outside TCI may obtain an exemption from future taxation for a period of up to 50 years.

We have long experience of the formation and structuring of companies, limited partnerships and LLCs for use in international transactions and of advising companies, entrepreneurs and their foreign advisers on all aspects of TCI corporate and business law.

We advise on corporate acquisitions, restructuring and reorganizations, liquidations and receiverships, initial public offerings of TCI entities, joint ventures, shareholder agreements, and redomiciliation. We frequently provide TCI advice to international advisers and financial institutions in relation to international transactions entered into by TCI entities.


Contacts:

Ariel Misick, Owen Foley, Gordon Kerr, Conrad Griffiths