Governance design
Board composition, decision-authority protocols, and minute-keeping standards that create a credible and consistent record of offshore management activity.
Service · Advisory
The Commercial Decisions That Determine Whether a Structure Works
Sparkgforge advises on the operational, governance, and transfer pricing decisions that tax authorities examine first when scrutinising offshore arrangements.
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Why legal incorporation is not the end of the advisory process
An offshore entity that exists only on paper — with nominee directors who sign whatever is put in front of them and no genuine management activity in the jurisdiction — will not survive a serious tax authority examination. The OECD's Base Erosion and Profit Shifting standards and the EU's Anti-Tax Avoidance Directives have significantly raised the evidentiary bar for what counts as 'real' economic activity. Strategic advisory at Sparkgforge addresses the commercial decisions that determine whether a structure is respected: who makes which decisions in which location, how intercompany transactions are priced, whether directors are genuinely qualified and present, and whether the entity's activities match its stated purpose. These are not abstract legal questions — they are practical management choices that a business must make and document consistently from day one of operation.
Advisory mandates: what they cover
Sparkgforge's advisory mandates are scoped individually. A typical mandate covers four areas. First, governance design: defining the board composition, meeting cadence, decision-authority matrix, and minute-taking protocols that create a credible record of genuine offshore management. Second, transfer pricing positioning: reviewing intercompany agreements, benchmarking proposed pricing against available comparable data, and preparing a TP file proportionate to the structure's complexity. Third, substance arrangement: advising on office space, qualified director appointment (where the client does not have suitable candidates), and the operational indicators that demonstrate real presence. Fourth, pre-examination readiness: reviewing the full structure against the examination criteria a tax authority would apply, identifying weak points, and preparing a documentation package that could be produced under a formal inquiry. Not every mandate covers all four areas — the scope depends on where the client's exposure lies.
Advisory areas at a glance
Transfer pricing
Intercompany agreement review, comparable benchmarking, and TP documentation scoped to the structure's complexity — from a brief memo to a full three-tier OECD file.
Substance arrangement
Practical guidance on physical presence, qualified director sourcing, and the operational indicators a tax authority uses to assess genuine economic activity.
Pre-examination readiness
A structured review of the full structure against examination criteria, producing a prioritised list of documentation gaps and corrective actions before any inquiry arrives.
Sparkgforge's advisory team reviewed our Cyprus operating company and identified that our board minutes were signed on dates when the directors were, according to their own travel records, in Vienna. That single inconsistency would have undermined our entire substance argument. They corrected the governance framework before any authority had the chance to notice.
Andreas K., owner, logistics and forwarding group, Graz
Is your structure's substance genuinely defensible?
Arrange an advisory consultation to assess your governance, transfer pricing, and substance position against current examination standards.