A Nauru International Business Company (IBC) provides foreigners with a tax free limited liability company.
The “International Companies Act” of 1992 governs how IBC’s are formed, legal activities, and termination. A very flexible law allowing IBC’s to engage in any types of business activities around the world. The only limits require licenses to conduct insurance, banking, and reinsurance services and activities.
Since an IBC is an “international” company, it will not be able to conduct business within the Nauru borders. IBC’s cannot act as a registered agent for resident companies. Nor is it allowed to own real estate on the island.
Background
Nauru is the smallest island country in the world located in the Pacific Ocean near the Marshall Islands with a population of around 10,000 people. Its official name is the “Republic of Nauru”. No natural fresh water sources exist on the island which depends upon desalinated seawater for its fresh drinking water supply. There are no rivers and the only lake is saltwater.
The Republic of Nauru gained its independence from Australia in 1968. Its political structure is a parliamentary republic. Their President is the head of the government. A Cabinet is appointed from the members of their Parliament. Their judiciary is the Supreme Court which follows British Common Law.
Economically, Nauru has many phosphate mining operations exporting over 1.7 million tons per year making this one of the wealthiest island countries in the Pacific. As a result, there are no corporate, income, or capital gains taxes.
Their official currency is the Australian dollar. English is widely spoken and considered its second official language.
Benefits
A Nauru International Business Company (IBC) offers the following benefits:
• Complete Foreign Ownership: All of the shares of an IBC can be owned by foreigners.
• No Taxes: Nauru has no taxes of any kind. However, U.S. taxpayers must disclose all income to their tax agency just like others residing in taxation of all global income countries.
• Limited Liability: Shareholder liability is limited to the amount of contributions of share capital.
• Confidential: The laws keep all legal entities and banking information confidential.
• Privacy: Shareholders names are kept out of the public records. Nominee shareholders are also available for further privacy.
• Fast Formation: The entire formation and registration process can take two business days.
• No Minimum Capital: There is no requirement for a minimum authorized share capital.
• One Shareholder/Director: A minimum of one shareholder and one director is required who can be the same person for more control.
• English: As a former territory of Australia, English is its official second language.
Nauru International Business Company (IBC) Name
The IBC must choose a company name not similar to other legal entities in Nauru. The company name can be in any language as long as an English translation is provided to the government.
The company name must end with the words “International Business Company” or the abbreviation “IBC”.
Confidentiality
The laws require complete confidentiality regarding information about an IBC, its directors and shareholders. In addition, the banking laws also require total confidentiality by bank officials and employees regarding accounts held by legal entities. The only way for confidential information to be disclosed to a third party is through a local court order.
Limited Liability
Shareholders have their liabilities limited to their contributions to the company’s share capital.
Registration
Two legal documents must be filed with the Registrar: Memorandum and the company’s Charter (Articles of Incorporation). The registration process usually takes two business days to complete.
The names of the shareholders are not included in any of the public records.
Shareholders
A minimum of one shareholder is required to form an IBC. Shareholders can be citizens and residents of any country. They can be natural persons or legal entities. Nominee shareholders can be appointed for further privacy.
Shares may be issued as bearer shares, registered shares, par value or no par value shares. Shares can be issued in any currency.
Directors
At least one director must be appointed to manage the IBC. Directors can reside in and be citizens of any country. Shareholders can become directors. Natural persons or legal entities may be directors.
Directors have all the rights and privileges as an owner of an IBC. However, these powers and rights may be limited by the company’s Charter, Memorandum, or by law.
Authorized Minimum Capital
There is no requirement for a minimum authorized capital. However, many foreigners declare a $1,000 USD authorized capital.
Registered Office and Registered Agent
Every IBC needs to have a local office address and appoint a local registered agent whose office may be used as the IBC’s registered address.
Taxes
Nauru has no corporate or income taxes. There is no capital gains tax. There is no tax on distributed dividends. In addition, there are no gift taxes, estate tax, inheritance tax, and no sales tax. New legal entities receive a government guarantee that no new taxes will be imposed for a period up to 50 years.
Nauru does not have any tax treaties with other countries.
Note: U.S. residents and everyone paying income taxes on worldwide income must declare all income to their tax authorities.
Annual General Meetings
An annual general meeting of the shareholders is required, but may be held anywhere in the world or by telephone.
Accounting
Acceptable standard accounting practices must be implemented regarding the books and IBC accounts. Records may be kept anywhere in the world including meeting minutes.
There are no reporting of annual accounts or financial statements. No audits are required.
Public Records
Shareholders’ names are not included in the public records.
Time for Formation
The registration process normally takes two business days to complete.
Shelf Companies
Shelf companies are available to purchase in Nauru.
Conclusion
A Nauru International Business Company (IBC) has the following benefits: complete foreign ownership, no taxes, confidential, privacy, limited liability, fast registration, one shareholder can be the sole director, no minimum capital, and English is an official second language.
