> ## Documentation Index
> Fetch the complete documentation index at: https://whalescorp.mintlify.site/llms.txt
> Use this file to discover all available pages before exploring further.

# Legal Structure — Offshore Issuer

The company acting as the **Issuer / Emitter** is incorporated in a jurisdiction separate from the countries where merchants operate. This is a standard structure for cross-border digital product distribution.

<img src="https://mintcdn.com/whalescorp/jKz4FAWDi25Fn5uc/images/Scheme22.png?fit=max&auto=format&n=jKz4FAWDi25Fn5uc&q=85&s=22fb75e5cbf6f62d4a53ee681e370e11" alt="Scheme22" title="Scheme22" className="mx-auto" style={{ width:"45%" }} width="1024" height="1280" data-path="images/Scheme22.png" />

## Why This Works for VAT

* Cross-border B2B supply from a non-resident entity means the issuer does not register for VAT in the merchant’s country.
* In the EU context, the reverse charge mechanism applies where relevant. The merchant self-accounts if applicable, but only on the value of the service they receive, not on the cheque face value they resell.
* The issuer pays taxes only in its own jurisdiction on its own margin or revenue.
* Merchants are responsible for their own local tax compliance. This is outside the platform scope.

> **Note:** The platform does not classify USDC cheques as financial instruments for the purpose of this model, at least in the initial phase. The cheque is treated as a commercial product, similar to a digital prepaid card. Financial instrument classification may be revisited later as the product matures and regulatory clarity emerges in specific jurisdictions.


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