Don’t use Bearer Shares

When it comes to protecting a prized piece of artwork while maintaining flexibility for future sale, offshore trust structures are a sophisticated and effective solution. However, modern trust frameworks don’t use bearer shares, which are largely banned around the world. Instead, they rely on registered assets and legal protections to offer both privacy and ease of transfer.

Bearer shares—physical certificates that grant ownership to whoever holds them—were once popular for confidentiality. But following global mandates (e.g. FATF), almost no reputable jurisdiction allows them anymore. In places like the Isle of Man, bearer shares are explicitly illegal, and any pre‑existing certificates were voided post‑2004 .

Relying on bearer shares today would not just be outdated—it could land you in serious legal trouble.

2. The Modern Alternative: Offshore Trust + SPV (No Bearer Shares Needed)

Instead, the trust + single‑asset SPV (special purpose company) structure offers safe, compliant ownership:

  1. Establish an SPV in a jurisdiction like the BVI or Cayman Islands. This company legally owns the artwork, which is stored or insured offshore.
  2. Set up an offshore trust or foundation (e.g. BVI VISTA trust, Cayman Foundation) that holds registered shares of the SPV.
  3. The trust deed defines how and when shares (and thus artworks) can be transferred or sold, giving the ultimate beneficiary protective control—without bearer share risks.

This structure offers maximum flexibility: selling the artwork means selling the SPV’s shares—not the painting itself. No physical transfer, no title re-registration.

3. How It Protects You Legally and Financially

  • Privacy without risk: All shares are registered in the SPV’s shareholder registry, but private via our offshore corporate agent. There’s no bearer certificate floating around.
  • Legal clarity: Offshore jurisdictions like BVI or Cayman have mature trust laws supporting VISTA trusts or purpose trusts—offering asset protection, tax planning, and clarity on director/trustee powers.
  • Smooth transferability: Selling shares is a conventional process—purchase agreement, board resolutions, registry update. The art stays put.
  • Banking and VAT advantage: Offshore SPVs typically open USD accounts smoothly. Jurisdictions are outside VAT zones, so shipping or transfers incur no surprise charges.

4. Field-Tested Setup Process

  1. Incorporate SPV: BVI Business Company with the art as its only asset.
  2. Draft Trust/Foundation Agreement: Use a recognized trustee based in the same or compatible jurisdiction (e.g. licensed trustee in BVI).
  3. Fund the Trust: Transfer SPV shares into trust ownership.
  4. Draft Trust Deed Powers: Ensure procedural clarity—how trustees enter contracts, sell shares, and manage proceeds.
  5. Bank Account: Open offshore corporate banking in the SPV’s name—many digital or traditional banks support this.
  6. Asset Storage/Insurance: Keep art with a known custodian—gallery, insurer, or vault—with SPV as beneficial owner.

5. Final Takeaways

  • Bearer shares are obsolete and illegal in sound jurisdictions; don’t seek or attempt to use them.
  • The offshore trust + SPV model offers equivalent confidentiality, asset protection, and share-sale simplicity without legal exposure.
  • For global buyers (galleries, auction houses), this structure is trusted and “bankable.”
  • If you’d like templates for SPV Trust deeds, trustee agreements, or need referrals to trusted service providers in BVI, Cayman, Jersey or UK, I’m happy to help—from costs to compliance.

By embracing this modern model, you can protect valuable artwork off-shore with confidence—ready to sell simply by transferring shares, with no legal ambiguity and full regulatory compliance.