There are a number of elements in every corporation, each with its own purpose and function. In the case of an offshore corporation, many of these functions are filled by what are called "nominees", which are typically provided because they have some special skill or attribute in carrying out their function that the incorporator does not have.


Most offshore jurisdictions require you to maintain a registered agent within their territory. The name and address of the registered agent are put into the articles of incorporation so that the company can receive important correspondence such as legal notices and tax documents


A company director is charged with making all material decisions about the company and its business. In the case of a holding company, this often amounts to nothing more than an annual signature. Directors are initially appointed by the incorporator, and then elected by shareholders annually. All the directors together comprise the company's Board of Directors. Offshore companies are required to name at least one director, sometimes more. This director can often itself be a corporation, which is sometimes preferred since it offers an extra degree of confidentiality. Sometimes it is required that one or more directors must be resident in the jurisdiction of incorporation, but this is rare, and is principally dealt with though appointment of a local nominee.


A Company's officers fill various managerial and administrative roles within the company, and are usually appointed or elected by the board of directors. The most common officer categories include President, Vice-President, Treasurer and Secretary. Some jurisdictions require that some, or all of these roles be filled, and may require certain officers to be local residents. Again, in these cases, positions are usually filled by a local nominee.


The company manager is the individual or corporate entity responsible for the ongoing management of corporate activity and assets. Appointed by the Board of Directors, the manager typically maintains signing authority on all bank and brokerage accounts and normally receives a corporate credit card. Since they 'manage' the activities and assets of the company (bank accounts and brokerage accounts, and insurance policies), the manager is also responsible for making investment decisions.


Offshore corporations, like onshore corporations, use "shares" to reflect their ownership. Shares are units representing interest in a company, conferring certain rights and liabilities in the owner. The rights and liabilities attached to a share may vary significantly depending on the "class" of share (i.e. common or preferred) and the characteristics of those shares as set out in the company bye-laws.


Authorized share capital is the total number of shares that a company has available to issue existing and prospective shareholders. This number can often be changed by resolution or by amending the company's articles. Most jurisdictions have a minimum required authorized share capital, and the share capital selected normally affects annual government fees payable. Each jurisdiction has a standard number for authorized share capital that keeps annual government fees at a minimum.


Issued share capital is the number of shares from the authorized share capital that have actually been issued to shareholders in the corporation. Thus, if company ABC has an authorized share capital of 50,000 common shares, and 1000 have been issued to Joe, then the company's issued share capital is 1000 shares. Joe owns 100 percent of the company. If the company also issues 1000 shares to Mary, the company's issued share capital is 2000, and each of Joe and Mary own 50 percent of the company (1000 shares each of the total issued 2000).


Every company files a copy of it's Memorandum and Articles of Association, or "articles" with the local corporate registry upon incorporation. They can be extremely brief or very detailed, and they lay out some general information about the company, it's registered agent, the company objects, and the initial list of directors and officers. There is typically a standard and broadly drafted set of articles in every jurisdiction that allows a company to do virtually anything allowed by local corporate law.