As the flow of wealth from many nations of tax advantaged, “offshore,” jurisdictions continues the need for and profitability of offshore banking services increases virtually day by day. The problem in this picture is that as the demand for offshore banking services has increased the ease of setting an offshore bank has become more difficult throughout most of the “offshore” world. A jurisdiction that has not suffered many of the problems that inhibit other offshore jurisdictions is New Zealand. A New Zealand Offshore Financial Company provides an excellent opportunity to provide offshore banking services and avoid a number of problems that plague other offshore banking jurisdictions.
The Problem Elsewhere
For those interested in setting up an offshore banking presence in most, but not all, jurisdictions the bad news is primarily related to the United States Patriot Act enacted after the destruction of the World Trade Center twin towers. An offshore bank is typically not allowed to do business with residents of the jurisdiction in which it is licensed but its license allows it to do business throughout the world. To do so the bank will need correspondent banks in other countries. Banks throughout the world that do business with banks in the USA typically need to satisfy certain criteria based on the Patriot Act.
Because many banks are not willing to jeopardize their current banking relationships they will often not take on correspondent accounts with new offshore banks. Sometimes there are, in fact, problems with the jurisdiction or the bank involved and sometimes the bank simply does not want to take a risk of being branded by US authorities.
Because of this situation some jurisdictions no longer offer offshore banking licenses. Some still do but the problem of getting correspondent banks remains so that it has become very difficult to actually do any banking even if an individual or corporation has obtained a license and set up an offshore banking business.
The Opportunity in New Zealand
A New Zealand Offshore Financial Company (NZOFC), also called a New Zealand Offshore Financial Institution (NZOFI) can be set up to provide a whole range of financial services without being called or being a bank. Because there are no capital requirements for setting up a NZOFC such a venture can be entered into at low cost.
Correspondent Accounts, Shell Banks, and Problems Elsewhere
A correspondent account is an account established by a domestic banking institution. It receives deposits from and makes payments on behalf of a foreign financial institution. A correspondent account allows foreign banks to conduct business and provide services to their clients without the expense of a physical presence in that country. Typically the larger bank provides deposit and lending services allowing the smaller, usually offshore, bank to experience a lower cost of operation.
Patriotic Act restrictions prohibit banks from doing business with offshore banks that have no affiliate in the USA. This fact and a number of other restrictions make setting up and running an offshore bank very difficult in this day and age.
A NZOFC, especially with a New Zealand director, will typically not have problems setting up a working relationship with a registered bank in New Zealand.
The NZOFC Alternative
Because of the difficulty in obtaining a banking license and the difficulty, if a license is obtained, of finding a correspondent bank willing to deal with the paperwork many have found a better solution, the NZOFC
A NZOFC or New Zealand Offshore Financial Corporation is not a bank. A NZOFC will not do business with residents of New Zealand which is typical of offshore companies. However, such a company can do business with persons and corporations from throughout the world.
Setting up a relationship with a New Zealand bank will allow the NZOFC to operate internationally.
A NZOFC has no capital requirements. It can take deposits, lend money, offer wire transfer services, and issue credit and debit cards. A NZOFC can provide payment processing services, manage funds, market investments, and deal in a variety of other financial instruments and guarantees.
New Zealand
New Zealand is a good and safe place to do business and to do business from. The country is developed, safe, democratic, and pro business.
New Zealand is an island nation (two islands) east of Australia in the Southern Hemisphere. New Zealand is part of the British Commonwealth. This business friendly nation has always had a democratic government. It is politically stable and functions strictly under the rule of law. This is not a place where the laws change overnight to the detriment of investors.
New Zealand law provides for banking type services to be offered by a number of business entities including finance companies, building societies, credit unions as well as capitalized and registered banks. A finance company is unique in that it is not subject to capital requirements and is not supervised by the governing authority for banks, the Reserve Bank of New Zealand. Nevertheless a finance company can offer banking services throughout the world, restricted only in that in cannot offer services to residents of New Zealand.
New Zealand has a well respected banking system with both Registered Banks and offshore institutions. New Zealand is not on anyone’s blacklist for suspected money laundering, etc. Organizations such as the Organization for Economic Cooperation and Development, OECD, do not list New Zealand as a tax haven. In fact New Zealand is a member of OECD as well as the World Trade Organization.
English is the primary language of New Zealand which was a crown colony and is a member of the British Commonwealth of Nations. The majority of law pertaining to financial institutions is based upon English banking law. New Zealand is not a European Union member and not obliged to follow the EU Savings Tax Directive.
New Zealand is a modern country with first world infrastructure including roads, air transport, telephone, internet, and health services. With broad band internet New Zealand offers no internet related impediments to doing banking business by internet throughout the world. The economy is strong and stable and its professional community functions of a level of competence consistent with the best in the world. Any issues a NZOFC may come up against will be handled professionally and competently with the highest prospects of favorable resolution.
A NZOFC
Besides operating under English banking law New Zealand encourages local investment by offshore entities to provide world wide banking services from this island nation. In order to facilitate the set up of financial companies in New Zealand the country has streamlines is rules and regulations to make the application process and running the actual business “use friendly.” The lack of unduly harsh and cumbersome regulations makes setting up a NZOFC efficient and lends toward profitability of an ongoing operation. New Zealand is a good place to do business.
It is possible to set up a NZOFC and offer identical services to those which a bank would offer. However, the cost of operation of a NZOFC will be substantially less than that of a regular bank in New Zealand starting with the fact that the operation will be subject to no capital requirements. A NZOFC can offer online banking services to clients all over the world. In keeping with its policy of attracting business to New Zealand’s shores such a company will have low initial costs and low operating costs compared to a registered bank.
An addition capability of a NZOFC is that it can act as a hedge fund with the attendant possibility of substantial profit. It is also possible with professionally designed financial/banking software to run a NZOFC with minimal personnel thus keeping costs to a minimum too. There are very few limitations to who can operate a NZOFC. NZOFC services are essentially bank services but the company cannot call itself a bank or use the word “bank” in it name. It is possible to obtain private label debit and credit card support also.
A NZOFC will have a director and at least one shareholder. These individuals or corporations can be of any nationality.
Although the paperwork is not extensive and is in English it is best to obtain competent counsel in setting up a NZOFC. A competent advisor will form and register the NZOFC and can maintain the legal aspects of the company. In setting up such an entity it is important to understand those with the knowledge to set things up and that they understand you. In setting up a NZOFC the principals need to have a clear idea of what services they wish to offer and make sure that those services are included in the beginning an ongoing business plan. Knowing tax consequences of the business, for example, will be something that you will want to know up front.
Clear Rules and Regulations under the Rule of Law
As a former British Crown colony and member of the British Commonwealth of Nations New Zealand is a country steeped in legal tradition and law. New Zealand laws pertaining to a NZOFC are based on English banking law, are clear, and reasonably straightforward. As we have noted a NZOFC is not a bank and is not subject to supervision or regulation by the central banking authorities in New Zealand. However, various facets of what a NZOFC does are covered in a number of laws in New Zealand. What this means is that the investor who sets up a New Zealand Offshore Financial Company can be assured that there will be surprise rulings or changes in regulations.
Law pertaining to NZOFC’s are spelled out in a number of statutes going back as far as 1908 with the Bills of Exchange Act, and progressing over the years with the 1952Property Law Act, the Cheques Act of 1960, the 1969 Unclaimed Money Act, the 1971 Stamp and Cheque Duties Act, the Securities Act of 1978, the Fair Trading Act of 1986, the 1989 Reserve Bank of New Zealand Act, the Proceeds of Crime Act of 1991, the Companies Act and Consumer Guarantees Act of 1993, the Financial Transactions Reporting Act and Investment Advisers (Disclosure) Act of 1996, the 1999 Personal Property Securities Act, the Electronic Transactions Act of 2002, and the 2003 Credit Contracts and Consumer Financial Act.
This is not a list that the investor needs to memorize. Certainly none of these acts was written specifically for NZOFC’s. This list is simply meant to demonstrate that the NZOFC is well founded in various statues of New Zealand law. The rules and regulations NZOFC are embedded in the fabric of New Zealand law making it a safe as well as potentially lucrative offshore business setup.
Running a New Zealand Offshore Financial Company
The principal or principals setting up a NZOFC will want to have a degree of knowledge and expertise in various financial matters relating to the services the company will offer. However, the principles need not expect to be expert in every aspect of setting up such an organization from day one. That is what competent counsel and technical experts are for. With the right people an individual or corporation setting up a NZOFC can expect expert assistance with general organization of the company, setting up a bank account in New Zealand or elsewhere, setting up the ability to provide wire services, and all aspects of the application process. With competent assistance the company can efficiently obtain the appropriate documentation and licensing necessary to operate as a bank in all but name.
Much of the work done by a NZOFC will be facilitated by a relationship or relationships with registered banks in New Zealand or elsewhere. These relationships are typically in place already through the advisor and counsel who will help set up the organization. The use of at least one New Zealand resident as a company director will often ease the way in dealing efficiently and quickly with set up and management issues as relate to banking relationships.
An Efficient Setup and Competent Follow up
The proper advisor in the process of setting up a NZOFC will typically have practical suggestions in place for online banking software as well as skilled personnel to help set up and maintain a web presence to attract sit visitors and convert them into customers.
It will typically take four weeks from first contact with your advisor to having all applications and documents done, software programmed, and the business ready to operate.
A NZOFC will need a minimum of one director and one shareholder. It will need to supply one annual audited report of operations and will need to have a local registered office and agent in New Zealand. Yearly fees will run around $5,000 and profits are taxed at a New Zealand corporate rate of 33%. There is an “Approved Issuer Levy” on interest paid to clients of 2%.
As with all businesses thoughtful and careful planning in the beginning will reap rewards and avoid problems in the long run. It is, for example, possible to defer taxes on a NZOFC with the use of the right offshore corporate structure. This is a matter to discuss early with competent counsel. In general, there are many benefits to working, banking, and doing business offshore. It is possible to enhance privacy of business operations by having the NZOFC owned by a trust. To take perfectly legal advantage of such possibilities one need only ask.
A Few Details
Although it will typically take four weeks to set up a functioning business a company name can be reserved and the company legally formed in a day or so. The longer time frame has to do with filing required paperwork and original documents. For someone in a great hurry there are typically “pre-formed” or “off the shelf” companies where the paperwork has already been done. Nevertheless the individual or corporation setting up a NZOFC will still need to make a number of business decisions and still need to purchase software, establish a web presence, etc. so even an off the shelf company will not really be ready to operate the day it is purchased.
Although a NZOFC must have one director and one shareholder it may have more. These individuals, or corporations, may have any nationality. Use of a corporation or foundation registered in Belize or Panama is a common tactic used to legally limit tax liability. By wisely joining two offshore entities from two jurisdictions it may be possible to use one as the lender and payment processor for the other. Such legal strategies as using the NZOFC as an approved issuer can be used to reduce or defer tax obligations.
Although there may well be ways and means to substantially reduce all tax obligations they may become cumbersome and could result in making the business hard to run. Thus the use of wise counsel in setting up the operation will optimize the final result in working out of this business friendly and prosperous offshore jurisdiction.
Although there is no obligation to have a company director from New Zealand the practical fact is that things as simple as walking over a bank to set up an account are easy with a New Zealand director whereas the same could require the time and expense of travel from Europe or North for a foreign director to do the same simple task. It is possible for a non resident to open a bank account on behalf of his or her NZOFC but it may well be something that a busy person in another country will simply not have the time to do.
As the issue of money laundering for terrorism and drug trafficking continues banks will occasionally request information from a NZOFC regarding transactions. This is another matter where having a New Zealand director helps immensely. Up and running NZOFC’s, with at least one New Zealand director, report no problems in this matter because of the ease of communication and trust level involved.
Although corporations may be shareholders and directors of a NZOFC at least one director must be a real person. For tax purposes it makes no difference what proportion of shareholders are foreigners to New Zealand.
The difference in having a foreign business entity as a shareholder is that audited annual reports submitted to the New Zealand Companies office will be posted on the internet only for foreign companies.
When using an “off the shelf” offshore financial company with local “nominee” directors and shareholders the actual directors and shareholders will be added to the roles as they finalize paperwork. What the transfer of operations to the final set of directors and shareholders should take place before applying for a New Zealand bank account. This tactic is commonly used to provide a degree of privacy and asset protection to company beneficiaries. Another tactic, discussed later on, is the use of an offshore trust.
Annual audited reports are necessary when over 25% of the shareholders are foreign residents. Currently such reports by small companies are not required to be submitted to the New Zealand Companies Office registrar.
A “large” company with annual New Zealand Dollar turnover of over $20 million, assets of $20 million, or a staff of over fifty persons, will need to file annual audited reports with the Companies Office registrar.
New Zealand banks will provide credit cards for the NZOFC which typically access NZD accounts. These are both VISA and MasterCard. Offshore banking operations offering credit and debit cards are often easier to deal with and are readily available.
Use of a New Zealand Foreign Trust
There are a number of ways to delay payment of taxes. One is to own the entire NZOFC through a New Zealand Foreign Trust. Typically the trust need not have a New Zealand director. There is a level of confidentiality here that many will appreciate. Taxes eventually need to be paid somewhere but the use of appropriate offshore vehicles in tax advantaged jurisdictions can help substantially in dealing with the 33% corporate tax and 2% issuer levy tax in paid interest of a NZOFC.
Using the Word Bank in the Company Name
Basically the investor does not want to do this as the requirements to notify potential customers that the company is, in fact, not a bank can become cumbersome to the point of driving away potential business. And, it just is not necessary.
Acting as a Bank
Despite never uttering the word “bank,” a NZOFC can offer mortgages and other banking activities, just like a bank or savings and loan. New Zealand does not have licenses for banking activities. Its unique structure for allowing bank operation is part of why the country offers the opportunity for a foreign individual or corporation to set up a NZOFC and operate offshore with the correspondent support of local banks. Operating as a registered bank within New Zealand has an entirely different set of requirements and paperwork.
Managing a NZOFC from an offshore jurisdiction will require that the individual or company look into the laws of the jurisdiction. Typically working as an offshore entity from another offshore jurisdiction will work more efficiently that working from the individual or corporation’s country of origin. Typically companies may do back office and administrative work elsewhere but will make clear to customers that the business is located in and funds are held in New Zealand.
The office setup in New Zealand can consist of a mailing address, fax, and telephone which can forward to any place in the world. It may be wise to have a compliance officer and director located in country for reasons noted above. This and other management issues should be discussed when setting up the business.
The amount of capital required for a NZOFC will depend upon the amount of business it has. There is not minimum requirement as the NZOFC is not a bank. Although the NZOFC may well find it easier to bank in New Zealand this is not a requirement. The company may have any number of bank accounts in as many jurisdictions as it wishes. The problem noted at the beginning of this article is that due to restrictions imposed by the US Patriot Act such relationships with other banks may be difficult to set up and maintain. However, simply banking elsewhere is typically not a problem.
As with banking there are no restrictions on which credit card issuer a NZOFC need do business with. The company will be free to deal with whom ever offers the best rates, has the best software, and offers the best service to the company and to its customers.
A NZOFC may also own other companies, hold shares in other companies, and engage in a number of business relationships, uninhibited by New Zealand law.
Costs
Setting up a New Zealand Offshore Financial Company entails no capital requirement. A typical startup cost including all application fees will typically run around $27,000 and annual costs will usually run to around 6 to $12,500 depending on services chosen. These costs are fairly typical for an offshore entity. They are surprisingly low considering the substantial benefits a NZOFC offers.
Withdrawals
Most typically depositor will use a debit card for withdrawals. It is possible to use checks but most commonly a consenting New Zealand bank will need to be used to clear checks. Other options include use of SWIFT transfers. If a client wishes to make a substantial withdrawal the company will typically just wire the money to them, minus fees. This is a more efficient means of withdrawal than checking as checking, even with a local bank’s support, will often take well over a month for the check to clear.
Types of Offshore Options for a NZOFC
There are numerous ways to set up a NZOFC to take advantage of the whole range of offshore options available. As working offshore can provide enhanced asset protection and privacy features it may be wise to consider the options when setting up in New Zealand.
One such very attractive option is to set up a New Zealand Special Purpose company to act as a trustee for a New Zealand trust. Then the trust will own the NZOFC. The trust can be administered by nominee shareholders and a New Zealand director plus any others required. In this scenario the trust holds all stock shares and the beneficiaries of the trust are the individuals and corporations wishing to profit from the undertaking.
Although this sort of setup may seem complicated at first the steps are all basic and all covered it the typical setup cost of around $27,000. It is important to note that first year fees are not for a calendar year. They are paid for the remainder of the year up until December 31. Thus a company looking to set up operations late in the year may want to defer starting up until after January 1. All subsequent years are January 1 to December 31.
Typical setup services that investor take advantage of include private label debit and credit cards and scalable banking software as well as ongoing services to guarantee compliance with pertinent laws and regulations, accountant help for tax purposes, help with getting approved issuer status allowing the company to offer term deposits and savings accounts, help with setting VOIP call forwarding services and help with outsourcing other business operations.
Depending upon how much work a company wishes to keep in house and how much it wishes to outsource a NZOFC can work entirely offshore from New Zealand with only a legal presence or it can maintain a physical presence as well. The choices will have to do with efficiency and profitability of the undertaking.
Use of Nominee Services
Those wishing to use nominee services to increase the degree of privacy and asset protection offered by a NZOFC should inquire early in discussions to set up a NZOFC. How this is done will depend up the investor’s wishes and should be set up in a timely manner. The use of nominee services will typically be an extra cost for setting up operations.
Listing of Services Fees
It is always wise in setting up an offshore business to ask for a list of services and fees up front. This should not only include direct services by the company helping set up the operation and application and licensing fees. It should include the cost of recommended, ongoing services necessary to the success of the business. For example, knowing how much a dedicated, private fax line and telephone connected by VOIP will cost to set up and operate will be simply part of good accounting of costs. If the company wishes to outsource web page design and maintenance this cost should be considered up front along with cost of setting up nominee services and the like. Asking about and detailing costs up front is simply good business practice and will offend no one.
How to Start
Contact competent counsel in setting up a NZOFC and other offshore entities and send an email or make a phone call. It is that simple. The process may seem complicated but the professionals who help set up the business will have done it many times before. As noted above a typical time frame is about a month from starting to the process to having a business ready to operate, however express incorporations/setup can be made for a small fee. An email confirmation typically can start the process and money can be wired by a SWIFT bank transfer.
An offshore formations and banking specialist working for several companies regarding offshore structures, formation of companies, foundations, banks and financial institutions in several jurisdictions, including provision of government issued financial licenses.
Working for User Bancorp Ltd, which is providing private and corporate accounts, merchant accounts, offshore companies such as Belize IBC’s (International Business Company), Panama corporations and foundations, wire transfer services, managed funds/forex, credit- debit- and prepaid card issuing.
We also offer co-ownership and shares in different investment programs such as real estate investment in profitable jurizdictions like Panama, Belize and Spain.
Certificate of Deposit/Term Deposit accounts available up to 9 % p.a.
Contact me on e-mail: geir.holstad@userbancorp.com
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