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2.1.4. Common Typologies of Abuse of Legal Persons and Arrangements

Effective from 7/6/2021

The use of shell companies: Shell companies, commonly defined as companies that have no significant operations or related assets, may have legitimate business purposes. A shell company’s lack of employees and physical presence, however, makes it possible to abuse it as a vehicle for illicit transactions. These features also make it very difficult for law enforcement agencies in jurisdictions where the company operates to investigate its owners and activities.

Case Study: Shell Companies
 

A group of individuals conducted an investment fraud scheme which promised victims high returns on an initial investment of USD 35,000. As part of the scheme, the group established a complex web of bank and brokerage accounts and shell companies in the United States and several foreign jurisdictions. The group also opened cash management accounts at brokerages utilizing the shell corporations. Investors were told to send their investment funds to the accounts established utilizing the shell corporation names. Once in this account, the funds were transferred to secondary accounts. From these accounts, the funds were then disbursed to various foreign and domestic accounts and liquidated through the use of checks, debit cards, and ATM cards.

 

Complex ownership and control structures: Individuals who seek to hide their interest in a company may create multiple layers of ownership and control that make it difficult to identify who really owns and controls the company. For example, a company may be owned by a second legal person, that is in turn owned by three legal persons, that are controlled via a debt financing arrangement. Where directors are required to be reported to the registering authority, a company may name legal persons as directors, further complicating the control structure.

Case Study: Complex Ownership
 

Company G was 95% owned by Mr. A and 5% by Mr. B. Company G purchased a power generator from Company K, owned by Company R in the Cayman Islands. Company R was linked to Panamanian Foundation P, which had Mr. A and his spouse as beneficiaries. Company G leased the generator to Company E, receiving amounts cleared by Company L The funds were drawn against Company K’s bank account, and Company G made payments to Company K to settle a debt. The funds were credited to the accounts of Companies S, T and R.

 

Use of nominee shareholders and directors: Nominee arrangements involve an individual (the nominator) assigning his or her shares or voting rights to a second individual (the nominee) who agrees to act in accordance with the wishes of the nominator. The nominee is listed as the shareholder or director of record, but in fact has no power to direct the company and does not have a legal ownership right over the benefits accruing to the ownership interest, such as dividends. Nominee relationships may be contractual or based on a handshake agreement. Such informal arrangements often involve a nominator and nominee who are close associates or family members.

Case Study: Informal Nominee Shareholders and Directors
 

A Russian state agency contracted with Company 1 and Company 2 to perform software development. Neither company had the relevant expertise; they each hired subcontractors to do the work. The majority of funds received by both companies were funnelled into foreign shell companies, invested in real estate, or used to purchase luxury goods. Company 2 had previously been owned by Mr. X, who transferred the ownership to complicit associates. The real estate company that received the investment funds was owned by Mr. X’s daughter. Mr. X also controlled the nominal owners of Company 1, who received a salary from the company. Mr. X was the brother of the director of the state agency’s research department.

 

Use of intermediaries: Individuals seeking to create complex, opaque corporate structures will often seek out professional intermediaries (lawyers, accountants, and trust and company service providers (TCSPs)) who are experienced in bending and manipulating the rules in the jurisdiction where the legal person or arrangement is formed. Intermediaries may create new legal persons or arrangements, or sell the rights to existing legal persons that appear to have been in operation for some time. These intermediaries may also serve as directors, nominees, or trustees of the resulting legal persons and arrangements.

Case Study: Use of Intermediaries
 

Companies registered in New Zealand by a Vanuatu-based TCSP operated by New Zealand citizens were suspected of acting as shell companies that facilitated crime in foreign jurisdictions. The TCSP acted as nominee shareholders and provided nominee directors who resided in jurisdictions such as Vanuatu, Panama and the Seychelles. The TCSP also provided a New Zealand-based nominee director to satisfy the legal requirement to have a New Zealand resident director and address. By 2010, the TCSP had registered approximately 2,000 companies in New Zealand on behalf of clients in foreign jurisdictions. Its address, in Auckland, was used as the registered office for most of the companies. Authorities suspect that at least 73 of these companies facilitated crimes in foreign jurisdictions.