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The minimum member is one and can be either a corporation or a natural person. There is no nationality requirement so anyone may be a member. Members of an offshore company shall be liable to the company only to the extent of the amount of shares unpaid on their shares but their liability as members is limited only to the amount unpaid on the shares held by them.[1] Initial subscriber or subscribers to the Memorandum of Association are considered as members and thus shares must be issued to them.[2] This is so even if the subscriber is a trust company or its officer. The better practice is for a subscriber not to be considered a member and for that subscriber to be an authorised officer of a trust company.[3] This will reduce the amount of administrative work involved in issuing shares and cancelling them later.

An offshore company must keep a register of members[4] containing details of each member’s names, nationalities, addresses, date becoming a member, date ceasing to be a member, date of allotment, number of shares allotted and share certificate number. The register of members is a prima facie evidence of all matters recorded therein. The register must at all times be kept at the registered office and be made available for inspection by any member free of charge.