ESTABLISHING A TCI LEGAL ENTITY

There are several TCI legal entities regularly established for carrying out business either internationally or domestically. The registration process of these entities is comparatively straightforward and can usually be completed for a fixed cost and within a short timeframe and are often attractive options in TCI as an offshore financial centre with no corporate or personal income tax.

In terms of international business, a TCI Exempted Company (or IBC) is a company incorporated in TCI whose business is conducted almost exclusively elsewhere. An exemption from future taxation for a period of 20 years is automatically granted upon incorporation. There is no need to prepare or file audited accounts and no statutory meetings are required and if meetings are held, they may be held anywhere in the world. The opening of bank accounts in TCI, the concluding of contracts within TCI and exercising within TCI of any of the company’s powers in connection with its business carried on outside TCI are all permitted.

A TCI Ordinary Company is registered for conducting business domestically. Unlike exempted companies, Ordinary Companies have additional statutory reporting and meeting requirements but their management and administration still maintain a great deal of flexibility.

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 established TCI LLCs as financing subsidiaries.

The Limited Partnership has been routinely used for many years in the US and certain European countries such as Switzerland and Germany and is often established in TCI. The TCI Limited Partnerships Ordinance 1992is based primarily on the US Uniform Code model. Limited Partnerships are particularly useful in raising finance for venture capital and in mutual funds structures.

A TCI Limited Partnership is registered by submitting a statement of the General Partners; however, there is no obligation to file any Limited Partnership Agreement. Each TCI Limited Partnership must have at least one General Partner and one Limited Partner and the total number of partners must not exceed 100. The General Partner, if incorporated outside TCI, must be registered in TCI as a foreign corporation.

Exempted Limited Partnerships which undertake business primarily outside TCI can obtain an exemption from future taxation.

The above TCI entities are often utilized internationally in corporate structuring or as standalone entities domestically. In particular, an exempted company for offshore operations by international conglomerates is increasingly utilized primarily due to its international taxation benefits and the reputation of TCI as a stable corporate and offshore financial centre.

“The information provided in this article does not constitute legal advice and is not intended by the authors or Misick & Stanbrook to do so.

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