Read the charter of an offshore company

Charter (Articles of Association - Articles of Association) contains fundamental rules that must be followed by any offshore company.
Old British company laws often made it impossible to change the Constitution of the company, except to increase its capital in order to protect the interests of shareholders and creditors. Modern British company laws generally allow shareholders to change the Constitution in a statutory limits. However, some tax havens and financial centers, such as Jersey, still use the old-style law, unresolved change certain provisions of the Constitution.

Typically, the statutes, and typically includes the following items:

    - Company name

    - The address of the registered office (address)

    - Article about the purpose of establishing the credentials of the company (this point can have treatment "multiple objectives", such as "any lawful activity," as in Delaware)

    - Provisions limiting the liability of shareholders

    - The size of the share capital, the number and nominal value of shares

    - A provision stating that the subscribers together to establish a company
 
Charter shall be in printed form under the signature. The required minimum subscription ranges from one to seven, depending on the jurisdiction. Their signature must be witnessed. In countries where it is required by law, each subscriber signs a set number (usually the minimum required) shares. In many jurisdictions, enough of a share, and the Bahamas, the British Virgin Islands or the state of Delaware in the registration of the shares generally are not available. In some countries, subscribers can be both private individuals and other companies.

Of nationality or place of residence of subscribers and shareholders usually do not impose any restrictions. However, by tradition and mainly to simplify the registration process, using local nominal members. Local attorney or representative and his agent sign the Charter and other constituent documents and transfer the company after its establishment. The article outlined the objectives of the company, as a rule, a large part of the Constitution. It usually consists of a very long list of permitted activities, or banned. Typically used for standard articles of the company.

If a company is something that goes beyond its purpose, such action is ultra vires (beyond powers) and of no effect. However, neither the company nor its members have no right to take any action in order to submit it to have effect. The purpose of this provision is to protect the company's investors. Investors tend to invest in business and expect that their money will be used specifically for the business, not of any other.

The Charter may be provision to change the order of articles on the adoption of a special resolution at a general meeting.

Charter - is the primary document, the Memorandum is subject to him. Shareholders have the right to change the Memorandum, but only to the extent required by the Constitution and the general laws of the country of registration. However, in some cases (for example, an LLC in the United States) of the Constitution itself does not exist, and all the provisions of the company's operations only memorandum of association.

Usually, the Charter lays extremely broad authority, taking into account all possible current and future activities. In jurisdictions such as the Isle of Man, Liberia, Panama, the Bahamas, Turks and Caicos Island, there are no restrictions on the types of activities that are declared outside the law or do not require special licenses.