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 behalf of it. Directors` signatory powers derive from the executive powers granted to him by the Articles of Incorporation of the IBC. If the beneficial owner himself is the director of the IBC, 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 from the beneficial owner. Under no circumstances would a nominee director be entitled to sign without such instructions, as it would contradict his mandate and the Terms and Conditions of business with the client. The only exception, when the nominee would be permitted to act in his own discretion, is when legal action is taken by a third party against the company or when such circumstances arise that 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 IBC itself, and at the same time the beneficial owner has failed to provide clear, sufficient and lawful instructions. Then, in order to protect the IBC, the nominee is allowed to act independently, but of course in good faith only.

A person, who holds a valid Power of Attorney can also sign on behalf of the IBC, within the limitations contained in the wording 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. However, this practice has certain risks and limitations - more on this subject in our Company Management section.