Offshore company with UK office, advice required

[mrbolton88]

Good morning all, hope you're keeping safe and well.

We have an offshore company located in the Marshall Islands, we are a software (SaaS) company registered offshore for privacy. However, we need to register a physical presence in the UK to help obtain software licencing/certificates such as EV Code Signing Certificates for Microsoft software. Gaining the licences requires us to have a Legal Opinion letter proving that our company is real, and the information we've used is true.

Right now we simply have the registered offshore company, nothing more. However obtaining a Legal Opinion letter is proving difficult because we don't physically operate in the Marshall Islands, please see the below requested information from the lawyer:

"please confirm the company is registered under its name ************ Limited with the appropriate government agency in the jurisdiction of its place of business. What is the place of business where it is registered to do business? It's not the Marshall Islands. The physical presence and operating address cannot be the registered agent's address, which is the Trust Company of the Marshall Islands, i.e., the designated agent for all non-resident RMI companies. By definition, the company is a non-resident, i.e., not physically resident or present in the Marshall Islands, and so must have a physical operating address. Please provide it."

That being said, we are unsure how to proceed. Our main staff are UK based, therefore we assume we require a UK office registered against the company? If so, what would be the correct way to proceed? Should the offshore company own a UK limited company under the same name?

As a tech company, we're now stuck and cannot release our software until we get this legal opinion letter completed and obtain the software licencing certificates... However, we are struggling.

Any advice would be massively appreciated.

Regards,

 

[Martin Everson]

Any advice would be massively appreciated.

What is your reason for privacy?

Keep it simple and open a UK company and forget about privacy if you plan on offering services to the public. If you are not planning to offer services to the public then maybe I can revisit this.

 

[mrbolton88]

Martin, we're essentially an ISP that do not want to retain user browsing logs. We're offshore for this reason only. We are not offshore to protect our companies privacy. Therefore, we require advice on our questions raised above.

 

[Martin Everson]

OK I see. So you are clients are based in countries like UK where this retention is required I guess?

 

[mrbolton88]

Our clients are based worldwide, most are outside the UK

 

[Martin Everson]

Our clients are based worldwide, most are outside the UK

But are they based in countries where retention is required?

 

[mrbolton88]

Some likely are, yes. However our business structure is the same as 90% of other companies in our market.

 

[CaptK]

I would liscence the product to UK Limited or an LLP. So the IP is still owned by the Marshall Island Company but the UK company has exclusivity for an indefinite period.
Similar to what Apple have done in Ireland.
Then you just charge a heavy liscence fee or the profit share is in favour of the MI Company 80/20, plus administration and "other costs".
We would need a lot more information for us guys on the forum to give our opinion.

 

[mrbolton88]

I would liscence the product to UK Limited or an LLP. So the IP is still owned by the Marshall Island Company but the UK company has exclusivity for an indefinite period.
Similar to what Apple have done in Ireland.
Then you just charge a heavy liscence fee or the profit share is in favour of the MI Company 80/20, plus administration and "other costs".
We would need a lot more information for us guys on the forum to give our opinion.

Thank you for the informative reply, this is enough as this is exactly the route we assumed would be required, and from research, the same route other companies in our space have taken.

Appreciate your time and advice.