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Glossary

Glossary

Assets (property) – are possessions (securities, realty, equipment, credit claims, etc.), which have monetary valuation by standards of accounting reports.

Bearer Shares – are shares that do not hold the name of the owner. These are the shares where the proof of ownership is a special Certificate that is alienated with no registration of transfer and is assigned through transfer. These papers might contain coupons with numbers or the date of dividends reception. Issue of such shares is allowed strictly when the company is registering. Over the last years many jurisdictions forbid bearer shares and banks are reluctant to open accounts for companies with such shares.

Beneficial Owner – is a person who has beneficiary interest in a firm or other assets. Usually beneficiaries are considered the true owners of companies. 

Apostille – is a special stamp, which is put on the documents as a proof of its legality for foreign states. Apostilization is basically a simplified procedure of documents legalization, accepted by the member-states of the 1961 Hague Convention.

Affidavit – is a written declaration (testification), which is given under oath and is certified by a notary officer or another administrative official. In other words, it is a legally authenticated document.

Balance Sheet – is a financial report, which presents the state of the company’s assets, liabilities, equities, capital for the date.

Accounts – is a fill-out form for annual accounting statement. In the course of 9 months since the end of the fiscal years this document is filed to the tax and registry offices.


General Power of Attorney – is a document, which empowers the confidant with equal right of the executive branch of the company, to peruse actions on behalf of it.


СEO, Chief Executive Officer – is a main executive official of the company.


Annual Return– is a form of company’s yearly reporting, accepted in some jurisdictions. It includes information about directors, founders and other executive officials of the company, about the types of businesses and other relevant information. It is presented to the registering office once a year.



Government Fee – is a type of tax, which is charged by authorized institutions for actions, led in the interest of legal/private bodies and for issue of legal documents.



Operating Agreement (Limited Liability Company Agreement) – is an official document regulating relations inside the company, questions of its management and operation. It is an internal document and is not subjected to registration by outside authorities.



Declaration of Trust – is a written agreement that testifies the actual ownership of property, title certificate from one person to another.



Power of Attorney (Proxy) – is a document, which is given by the company to person/persons, that certifies operations on behalf of the company.



Due Diligence – is compliance of international standards by financial-credit organizations and consultants, it implies investigation of the clients’ identity and business in order to prevent money laundering. Normally it is a usual procedure during opening bank accounts.



Annual Report – is a form of annual reporting of the company. Usually it is published upon the date of the company’s foundation or on the set-date for this type of companies. Annual Report includes information about registry agent, founders, key executives, business operations and contact information.



Amendments – is a form of state-registered changes, which occurred in the structure of the company. Often the changes have to be registered because given the new information the prior one, containing in the founding documents, is no longer valid. To prove these changes a special Certificate is used. State authority issues it after the registration.



Incorporator – is a person empowered to take actions in company’ registration.



Qualified Opinion – is a statement, proving results of the audit.



IBC, International Business Company – is a form of legal body, which has preferential tax treatment if certain conditions are met, namely: operate on the territory of the state, where it was registered and with local economic agents. This form of legal body existed in some states, accounts are simplified, and annual customs duties are paid.



Corporation – is a form of enterprise, which provides difference between legal standing of the enterprise and legal personality. Profit is taxed by a corporate profit tax. In certain jurisdictions the term “company” is used instead.



Credit History – is information on credit quality of a financial institution’ client, which is accumulated over a certain period of time.



Loop-hole - a means of escape, avoid obligation or law.



Legalization – a proof of signatures authenticity, especially for use in foreign states. After this procedure the documents of one state is accepted as official in other states.



Manager – is an executive officer, appointed by the company and provided with authority in accordance with an acting agreement or legislation.



Operating Manager - is an executive officer of a limited liabilities company. Operating Manager  is provided with the authority by decision of the company members or in accordance with the instruments of incorporation.



Capital Gains Tax – is a tax on increased value of assets/shares of the company, which are not tied to its direct business activities. Applied in certain states.



Harmful Tax Practice – is a term used to define tax legislation of a certain country, where taxation prevents development of economic cooperation.



Non-cooperative Countries Territories- countries, listed by FATF for absence of adequate legislation on money-laundering or unwilling to cooperate with global community on the subject.



Nominee Director (Shareholder) – is a formal director, which is appointed in the proper manner and has power in accordance with company charter.



Dormant Accounts – is company balance sheet for the non-operational year.


Common Law – is British legal system, free of Roman law. It is based law of practice, created by court of law during its activities. It means that decisions, ruled out for certain cases become obligatory for overview in similar cases.



Liabilities – obligations (including loans, payable accounts).



Money Laundering – is legalization of illegally obtained money.



Principal Place of Business – is the address of the main office, a place where company management is led from.



Offshore Companies – are companies that are created in zones with preferential taxation or with no taxation at all.



Member, Designated – is a partner in British LLP, who is responsible for annual reporting and information on changes in Companies House. He is responsible for deconsolidation and bankruptcy procedures. His status is equal to Director in traditional English companies.



LIP, Limited Liability Partnership – is a special form of partnership in England, which implies that both partners can act as legal bodies. Partnership responsibility is limited but in the matter of taxation it is not considered a separate subject of taxation. Profit tax is paid by the members of such a partnership.



Fraud – is deliberate corruption of suppression of facts, which is used for deceit or manipulation to the detriment of private persons, companies or the state.



KYC (Know Your Client) – is a full-check of future client information with verification of address, occupation and identification.



Conversion – is a process of transformation of one type of legal body into another, acting in certain jurisdictions. Registry office issues an official proof – a Certificate.



Executive of Time for Filing Taxes – is a term used to define deadline extension for filing taxes.



Redomiciliation – is a change of residence of a legal body. It is led in the case of legal approval in both countries – prior and new jurisdiction. This procedure is allowed in case if the company has no debts in the first state.



Companies House, Registrar of Companies – is an executive authority in British Department of Trade and Industry, which handles registration of economic agents on the territory of Great Britain. It accumulates information about every registered firm, annual reports, and change notifications. A part of information is public and open, other information is available only for certain authorized officials.



Registered Agent – is a legal or private body, which has a special license to issue registry addresses to the companies and receipt of notice, it is obligatory in many jurisdictions.



Registered Address – is an address of a legal body, which is officially registered and recorded.



Certificate of Good-Standing – is a document that is issued by registered agents to the companies, proving its legal status for the date and absence of debts on fee payments.  It is issued in a number of states.



Certificate of Incorporation – is a founding document, issued by a registered agent to companies, corporations, and limited liabilities companies.



Certificate of Dissolution – is a document, issued by a registered agent to companies, proving its closure, striking-off.



Home Banking - is a specialized electronic system of bank accounts management, using sowtware, which was provided by the bank for client’s PC.



Internet Banking - is an electronic system of remote bank accounts management with the use of specialized technologies that provide high-level of security. The client gains access to his bank account from any place in the world using special program.



Double Tax Treaty – is an international agreement between two countries in relation of profits and capital, to avoid double taxation. Apart from that this treaty is aimed at prevention of tax-dodging, dispersion of certain tax rights among states, prevention of tax discrimination and regulation of business environments of taxpayers of one country in another.



Articles of Association – is a key document of limited liability partnerships. It is accepted in the most of jurisdictions. On mandatory basis it contains the name of the enterprise, the name of the registered agent, the registered address, the period of operation and who runs the company. Apart from that is may contain names and addresses of prior managers or partners, the address of the principal place of business, the amount of the registered capital and etc. Registered Agent places registry date and number in the Articles of Association.



Dormant Company – is a company that didn’t operate in a certain period of time.



Inland Revenue Department – is an official tax authority of Great Britain.



Memorandum – is a founding document of a corporation, it regulates relations among its founders, questions of management and operation.



Member – is a founder of British LLP, who has a certain ownership share and managerial right.



Fiscal Year – is a 12-months accounting year for the company. In other words, it is a period that the company has chosen for comparative reports.



Holding Company – is a company with ownership share in different companies, participation and control over its operations.



Custodian – is a person, who provides safekeeping of any securities.



Digital Certificate – is a program instrument, which is issued by certification centers for identification of its owner for on=line operations. It provides security for its data and unsanctioned access.



Legal Entity – legal body.



Jurisdiction – is a complex of authority of certain state institutions, set by law, to resolve legal disputes. Often the term is used to define a “state” or a “country”.