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97:. Shell companies can be incorporated in the full "home base" of the main parent company (they don't have to be located in an unconnected foreign location); their key feature is that they have no assets (other than cash, as used in some definitions). A company can be a brass plate shell company (foreign base, no assets), or just a brass plate company (foreign base, many assets), or just a shell company (home base, no assets).
199:(CSPs), (i.e. legal, accounting or secretarial etc.) who act as local support to the company. It is not uncommon for CSPs to have hundreds of brass plate companies legally registered at their office. CSPs in onshore financial centres are capable of providing local directors, administration and other services designed to meet the minimum "central management and control test" for moderate fees. A recent academic study into
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defined a brass plate company (in an EU context) as being a "... company (formed under the laws of a member state) which lacks any real connection with the State of formation ...". The ECJ ruled that, with certain caveats, brass plate companies were legitimate in the EU. The ECJ previously used the
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In practice, it is very common for a brass plate companies not to be shell companies; however, many shell companies are often brass plate companies. This is because a very common driver of creating a shell company is often to legally move a business activity to a different location from the "home
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While legally similar (if not identical), the term letterbox company is usually used if the company legally trades with the general public (as per the
Centros case) from its location (i.e. appears as the legal address in a catalogue marketing firm), while all other types are called brass plate
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41:
is a legally constituted company lacking meaningful connection with the location of incorporation. The name is based on a company whose only tangible existence in its jurisdiction of incorporation is the nameplate attached to the wall outside its
86:, in the landmark Centros ruling, in relation to companies using various EU incorporation locations (in a brass plate fashion) to avoid unfavorable local regulations in their home EU location, in conducting their business.
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There is a level of scepticism over whether such controls are really effective in controlling brass plate companies. The registered office is often the same office and address of the local professional service firm(s) or
218:. This affair uncovered literally thousands of "brass plate" companies (and trusts) that were being used by individuals all over the world (including some high-profile persons), for undesirable purposes (most commonly
228:. A "brass plate" company used by Apple; legally registered in Ireland, but not tax resident in Ireland as it was “managed and controlled” from Bermuda. The EU Commission allege this structure was in violation of
132:(i.e. Cayman Islands, British Virgin Islands etc.) Thus the term brass plate company is often used in the pejorative sense (especially in the media) and associated with undesirable nefarious activities (i.e.
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rules that require greater "commercial substance" to occur in the regulator's jurisdiction (also known as the "central management and control" test in UK case law). Typical criteria used include:
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Notable examples of entities accused of using brass plate structures for unsavoury activities include (notice the term "brass plate" being used by the media in the attached references):
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found individual CSP officers acting as "local directors" for hundreds of SPVs, and found little evidence of any substance to the "central management and control" test.
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transactions. However, the anonymity of "orphaning", the accepted complexity of their structuring, and their availability in well respected onshore locations (i.e.
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refers to the company's perhaps only tangible existence in its jurisdiction of incorporation: the nameplate (historically, often made of
50:(CSPs), (i.e. legal, accounting or secretarial etc.) who act as local support to the company. Brass plate structures are associated with
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While accepted in the EU (from above ECJ rulings), the term brass plate company has become most commonly associated with offshore
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46:. The registered office is often the same office and address of the local professional service firm(s) or
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all major decisions regarding the company are made at Board meetings in the jurisdiction
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232:(by paying no Irish taxes), and have fined Apple €13bn (plus interest) as a result.
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the audit of the company is carried out by a professional firm in the jurisdiction
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Neither brass plate companies nor letterbox companies should be confused with
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238:. These are by definition "brass plate" companies used in legitimate global
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373:"Irish Central Bank to resist Brexit 'brass plate' operations in Republic"
151:(i.e. Ireland, Luxembourg, Netherlands), who enjoy access to major global
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a minimum number of Board meetings are held each year in the jurisdiction
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all the books and records of the company are held in the jurisdiction
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control the spread of brass plate companies by enforcing stronger
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450:"The leak of the Panama papers has done the world a huge service"
345:"'BRASS PLATE' COMPANIES: WHAT ARE THEY, AND WHAT IS BEING DONE?"
159:, and therefore losing access to the global tax treaty networks.
359:"'We don't want brass plate firms that come for tax advantages'"
496:"Noonan to file Apple appeal as MEPs attack Irish tax regime"
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436:"IMF queries lawyers and bankers on hundreds of IFSC boards"
524:"More than €100bn in Russian money funnelled though Dublin"
424:. Professor Jim Stewart Cillian Doyle. 27 February 2018.
347:. Project Alpha, King's College London. 22 July 2013.
419:"Ireland, Global Finance and the Russian Connection"
538:"How Russian firms funnelled €100bn through Dublin"
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510:"Panama Papers shine a light on Ireland's SPVs"
319:. European Court of Justice. 30 September 2003.
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116:) attached to the wall outside the company's
226:Apple Sales International (“ASI”) in Ireland
90:companies (i.e. private investment firms).
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333:. European Court of Justice. 9 March 1999.
147:Because of this, more reputable "onshore"
540:. The Sunday Business Post. 4 March 2018.
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387:"Luxembourg denies race to the bottom"
361:. Irish Independent. 24 November 2016.
303:"What is a Corporate Service Provider"
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498:. Irish Independent. 9 November 2016.
438:. The Irish Times. 30 September 2016.
468:"Sensible ways to stop tax evasion"
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660:Collateralized mortgage obligation
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470:. The China Daily. 25 April 2016.
482:"Apple's lucrative tax loophole"
22:Company of no physical substance
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678:Collateralized fund obligation
672:Collateralized loan obligation
666:Collateralized bond obligation
654:Collateralized debt obligation
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407:. Irish Revenue. 22 June 2017.
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375:. Irish Times. 4 October 2016.
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512:. Irish Times. 15 April 2016.
317:"INSPIRE ART (CASE C-167/01)"
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197:corporate service provider(s)
48:corporate service provider(s)
526:. Irish Times. 4 March 2018.
484:. Irish Times. 8 March 2014.
162:Regulators in these onshore
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174:having a majority of local
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595:Securitization transaction
305:. Guernsey Register. 2017.
60:offshore financial centres
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405:"Company residency rules"
331:"CENTROS (CASE C-212/97)"
720:Types of business entity
637:Mortgage-backed security
275:Ireland as a tax haven
244:Irish Section 110 SPVs
201:Irish Section 110 SPVs
178:Directors on the Board
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631:Asset-backed security
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157:corporate tax havens
56:corporate tax havens
684:Senior stretch loan
648:Credit default swap
624:Types of securities
270:Corporate tax haven
110:Brass plate company
35:brass plate company
18:Corporate tax haven
689:Structured product
600:Credit enhancement
579:Structured finance
230:EU State Aid Rules
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643:Credit derivative
280:Shell corporation
164:financial centres
149:financial centres
118:registered office
84:letterbox company
44:registered office
39:brass plate trust
29:A brass nameplate
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710:Offshore finance
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236:Orphan SPVs
134:tax evasion
73:Inspire Art
66:Definitions
704:Categories
286:References
130:tax havens
52:tax havens
16:See also:
265:Tax haven
105:Etymology
259:See also
207:Examples
124:Controls
605:Tranche
144:etc.).
101:base".
77:, the
75:ruling
58:, and
735:Fraud
680:(CFO)
674:(CLO)
668:(CBO)
662:(CMO)
656:(CDO)
650:(CDS)
639:(MBS)
633:(ABS)
422:(PDF)
114:brass
82:term
140:or
79:ECJ
37:or
706::
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389:.
294:^
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54:,
33:A
571:e
564:t
557:v
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