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Who would not wish
to be subject to a low or zero taxation on his or her incomes? It is a dream
perhaps of each individual to be subject to such a tax jurisdiction, which
does not impose any tax obligations or only a low or acceptable tax rate
on legal entities and/or natural persons. The locations which have an advantageous
tax regime are known as "tax heavens". The business world uses
the term "OFFSHORE" for tax-advantage locations, which are connected
with the complete accompanying industry of services and acts. Thus it is
possible to deal with such terms as offshore registered office, offshore
company, offshore financial centre, offshore strategy and a number of other
offshore services which are provided to tax-advantage companies (i.e. to
so-called "offshore companies"). Our clients can be divided into
three categories according to our experience:
1) The first group of the clients is represented by those clients who have
clear ideas about a specific jurisdiction and structure, bank accounts,
etc. These clients obtain complete first-rate services from us, on the basis
of maximum confidentiality.
2) The second group includes those clients who are interested in tax optimising,
who are not satisfied with the results of their tax advisers in the field
of tax planning, but they are not familiar with the OFFSHORE issues.
3) The third group includes the clients who would like to establish a bank
or insurance company.
The offshore locations have developed, in the course of several dozens of
years from the creation of the legislative base for establishing tax-advantage
companies in their jurisdictions, sophisticated tax systems which apply
to offshore companies. Almost every offshore location which is the subject
matter of formation of offshore companies places emphasis on:
- Protection of assets of a company and natural person
- maximum confidentiality and anonymity
- minimum interventions on the part of authorities
- non-restriction during capital transfers
- low or zero taxation of incomes ASSET PROTECTION
Protection of assets of the company and founders is an important aspect
which can play an important role during selection of a suitable location
for formation of an offshore company. A majority of classical offshore locations
have drawn up laws which place special emphasis on asset protection.
The applicable jurisdiction thus provides a high-quality of protection to
the company, founder and shareholders with regard to possible judicial decisions
of third countries, protection from property forfeiture, nationalisation,
etc. CONFIDENTIALITY AND ANONYMITY
A majority of offshore jurisdictions adopted laws guaranteeing nondisclosure
of confidential information, through which any disclosure of information
about founders, shareholders or stakeholders of an offshore company to third
persons, public or state institutions and governmental authorities is excluded.
The disclosure of this information is punished by strict financial sanctions,
including possibility of imprisonment without suspension. The anonymity
may be fostered by a number of legitimate steps, such as issuing bearer
shares, appointment of nominee directors (see Chapter "Nominee Services")
or by using other ways so that the real founders and users of an offshore
company could carry on their business activities in full confidentiality
and anonymity. MINIMUM INTERVENTIONS ON THE PART OF AUTHORITIES
Almost all classical offshore locations do not require the offshore companies
to conduct accounting records, have audits made, issue annual reports or
tax their profits by using a percentage rate, as we know for example from
Cyprus. The taxation of profits is thus limited to a simple settlement of
affordable lump-sum amount, on the basis of which the company will gain
a certain tax exception or full tax exemption.
In a majority of cases, the authorities do not force the offshore company
founders, through legislative tools, to perform the actual establishment
of the company directly on site or to convene General Meetings and pass
resolutions in the countries in question. The interest of the authorities
are most that the company should pay in time all fees, lump-sum taxes and
conduct its business activities in a legitimate manner.
At present we know approximately 80 tax heavens, if we accept the definition
according to which it is the jurisdiction where companies are taxed at a
rate from 0 to 15 It is especially the following countries that belong among
the leading offshore centres: EUROPE:
Cyprus, Malta, Andorra, Gibraltar, Jersey, Guernsey, Sark, Isle of Man,
Ireland, Madeira, Liechtenstein, Switzerland, Luxembourg, Hungary, United
Kingdom, Alderney, Iceland, Canary Islands, Montenegro and Monaco.
AFRICA:
Seychelles, Mauritius, Zanzibar, Liberia, Republic of South Africa, Anjouan
and Djibouti. ASIA:
Labuan, Hong Kong, Singapore, Macao, Arab Emirates, Oman and Bahrain. NORTH
AMERICA:
Under very specific circumstances Canada or certain federal states of the
U.S.A. (Delaware, Nevada, etc.). CENTRAL AND SOUTH AMERICA:
Belize, Costa Rica, San Salvador, Panama and Uruguay. CARIBBEAN
COUNTRIES:
Bahamas, Turks and Caicos Islands, Cayman Islands, British Virgin Islands,
Anguilla, American Virgin Islands, Antigua, Nevis, Montserrat, Netherlands
Antilles, Dominica, Saint Vincent, Saint Bartholomew, Barbados, Grenada,
St. Kitts, St. Lucia and Aruba. PACIFIC REGION:
Vanuatu, Nauru, Tuvalu, Marshall Islands, Tonga, Cook Islands, Samoa, North
Marian Islands, Palau and Niue. SELECTION OF A SUITABLE
LOCATION AND LEGAL FORMS OF COMPANIES
A number of offshore locations makes it possible to establish the following
types of tax-advantage companies:
- investment companies
- business companies
- holding companies
- managerial companies
- bank companies
- insurance companies
- re-insurance companies
- shipping companies
- foundations
- trusts
- funds
- e-commerce operating companies
- lottery companies
- etc.
In order to make a suitable selection of the location, we need to know answers
to the following questions so that our consultants can provide you with
qualified and professional advice, what legal form of the company should
be used, in which location and at what prices.
Most of all you must realise the following aspects:
- Whether you want to make use of Double Taxation Treaties or not
- What annual costs you can afford
- What level of anonymity you require
- Whether the company should carry on business activities, invest or operate
as a consulting company
- In what locations the company will do business
- Whether the country in question is to be accessible for a significant
market
- Whether you plan to issue bearer shares
- What level of registered capital the company should have and what are
the requirements on its repayment
- Whether you will use nominee services or not
- What is your current turnover or profit
- How rapidly the company should be established
- Whether the company should conduct accounting books or not
- Whether you will ensure audit by yourself or whether you order this service
from our company
- etc.
When we know answers to these basic questions, we can propose further possibilities
to you and to narrow the selection of particular locations and legal forms
of companies which are optimum in our case. At the same time we will help
you find a legitimate mechanism, through which it is possible to optimise
your current tax burden to an optimum level, possibly even to a zero level .
It is a well-known fact that 2/3 of the existing liquid capital comes from
offshore locations. This is a logical consequence of the end of the nineteen
eighties when some countries started to apply, quite illogically a sharp
increase in taxes and restrictions while the others preferred tax reductions
and removal of restrictions.
The locations where only a few thousands of rich tourists were going to
spend there a luxury holiday rapidly became leading financial centres of
the world, which offer liberal environment and jurisdictions for every qualified
client or investor.
Cayman Islands, Bahamas, Aruba and Nevis are home countries of tens of thousands
of offshore companies which need not be visited by their founders for the
purpose of the actual establishment and operation either. Everything can
be arranged for with the help of your fax or PC from the comfort of your
office.
At present when high-quality communication means are available at all places
of our planet (and of course also in offshore locations), you need not have
any worries of how to manage an offshore company and bank accounts without
any excessive burden of useless bureaucracy.
As a standard we provide complete legal, tax, administration and managerial
services, such as:
- Registered office, including telephone and fax services for offshore companies
- administrative and secretary services
- contracting of directors, shareholders, secretaries within the framework
of Nominee Services
- establishment of a registered office at a prestigious address with telephone
and fax connections in some of 250 locations
- E-mail and www sites
- opening bank accounts at a partner banks
- direct internet banking services for easier control of your bank account
- credit cards VISA and Master Card
- private banking services and individual approach
- e-commerce
- investment advisory services and asset administration
- conducting of accounting books in all jurisdictions, where companies are
established
- audit and tax return preparation
- taking over of a complete administration over the company
- complete services and advisory services in the field of offshore businesses
- and a number of other specific individual offshore services.
ESTABLISHMENT AND ADMINISTRATION OF OFFSHORE COMPANIES
Like companies registered in a continental jurisdiction, also offshore companies
registered in an offshore location must fulfil a number of minimum legislation
requirements. In any case they must have a local representative
(registration agent - we provide as a standard)
- keep their registered office in the country in question (we provide as
a standard)
- must issue and settle a certain minimum amount of the registered capital
- must have a shareholder and statutory representative (shareholders and
directors - we provide as a standard)
- settle the lump-sum tax to the government or the percentage tax on profit
or turnover. COMPANY ESTABLISHMENT AND LOCAL REPRESENTATIVES
After discussing all the requirements with the client, we will select a
suitable location and we will adapt all to your requirements, and we will
proceed with the company establishment in the country in question.
In most locations it is possible to establish a company in a very short
time. If you require an older company, it is possible to choose from
the list of our pre-registered "shelf" companies ready for use,
some of which being several years old.
Each offshore company must have a representative in the country in question,
who represents it before local authorities. We provide this service automatically
in all offshore jurisdictions and is charged as an annual lump-sum. (see
our price list of services). REGISTERED OFFICE OF THE
COMPANY
Every offshore jurisdiction requires the company to have its registered
office in the country which is the subject matter of the formation of the
offshore company. Of course, you can lease your own registered office, but
an overwhelming majority of clients prefer our offices or offices of our
partners in the countries in question, at the addresses of which we establish
offshore companies. We establish a company there and we will also provide
it with our registered office for the delivery of possible correspondence.
The price for the lease of the registered office provided this way is charged
as an annual lump-sum amount. (See the price list of services).
OBJECT OF COMPANY BUSINESS
With some slight exceptions, offshore companies can perform all legitimate
business activities which the company founders or company "operators"
will select as legitimate business objectives of the company. Business objectives
may be formed, without limitation to, by the following activities:
- selling, buying, exchanging, donating goods or services
- capital expenditures, borrowing, keeping deposits or any assets
- opening and managing bank accounts
- performing consultations, advisory services and other services to third
entities
- buying immovable and movable assets
- etc.
In general terms, it is possible to state that an offshore company may operate
all activities except for:
- Bank activities
- insurance companies
- trust activities (Trust Deeds, trustees, etc.)
- providing its registered office to other companies
- operating lotteries or Internet casino or betting games REGISTERED
CAPITAL OF THE COMPANY
In a number of jurisdictions, the company to be established shall pay up
a part or even the entire registered capital. Offshore companies which are
established in the countries with Anglo-Saxon law (de facto an overwhelming
majority of offshore jurisdictions), are subject to paying up only a very
low part of their registered capital, which is very often one dollar only
(one share with a face value of one dollar).
That is why a company which is established e.g. in Grenada and has registered
capital amounting to USD 5,000,000.-, which represents 5,000,000 shares
by USD 1.-, can issue only one share against payment of USD 1.-. The registered
capital of the company is USD 5,000,000.-, it is true, but the paid-up capital
is USD 1.- only. There is not even any requirement on the paying up of the
registered capital in the future unless the client voluntary wishes otherwise.
A similar situation can be registered in other jurisdictions as well, where
one share is issued against payment of USD 1.-, or a sum in a similar amount.
The amount of the registered capital may be subject to higher lump-sum taxes
which stand for the well-known percentage tax. Thus it is not any problem
to establish, in British Virgin Islands, a joint stock company with registered
capital of 500 million American dollars (it is possible to pay up only one
share at a face value of USD 1.-) and to act as a major and strong investment
or capital company, you will only pay higher lump-sum taxes.
There are, of course, also jurisdictions where it is necessary to pay up
a greater part or even the entire registered capital of the company, such
as Switzerland, Liechtenstein, Luxembourg, Britain, Hungary or Cyprus.
The registered capital of the company is formed, in a majority of cases
by a certain number of shares in a nominal value which expresses the amount
of the registered capital. In accordance with your requirements we are able
to arrange for everything in such a manner that your offshore company could
issue some of the below specified types of shares (this applies in general
terms):
- Priority shares
- Registered shares
- Bearer shares
- Shares with voting rights or without them
- Shares without a nominal value or with a nominal value
- employee shares
- etc.
The type of shares and the amount of the registered capital are an important
tool during establishment and formation of an offshore company. That is
why it is suitable to discuss these issues with our consultants in advance
and to ask about all possibilities.
If the client does not impose any specific requirements, we will establish
a company with such an amount of the registered capital that the formation
of the company can be as available as possible from the financial point
of view. DIRECTORS, SHAREHOLDERS AND NOMINEE SERVICES
An overwhelming majority of jurisdictions require that the companies will
be managed by at least one Company Secretary (Director) and that they will
be owned by at least one shareholder.
Some jurisdictions make it possible that the statutory representative (director)
can be a natural person or legal entity, whether the domicile of such a
person or entity is in the country in question or not.
Shareholder may also be, depending on the type of jurisdiction where the
company is formed, a natural person or a legal entity.
The offshore locations in Caribbean Islands, Central America and in the
Pacific region have special laws which place emphasis on the keeping of
anonymity and confidentiality. Even though the lists of directors and shareholders
must be available at the registered office of the registration agent in
a majority of jurisdiction, this data is not available to third parties,
to the public and often they are not available to governments of foreign
countries either (and thus to tax inspection authorities). Any disclosure
of this data concerning the owners of the company to third parties are generally
subject to significant financial penalties as well as to imprisonment for
several years without suspension.
There are also locations which are advantaged from the tax point of view,
under certain circumstances (Wyoming, Nevada, Luxembourg, Switzerland, Hungary,
etc.), but their companies registers are publicly available, and founders,
directors or shareholders cannot stay in anonymity. In these cases (and
also in other cases) it is possible to use services known as Nominee Services.
For an annual lump-sum amount our company will provide you with the appropriate
number of directors and shareholders who will be involved in the establishment
of the company, although the real founder and user are only you or your
company.
At first sight it could seem that it is not necessary to make use of Nominee
Services for locations which offer maximum anonymity and confidentiality
and where there is no threat of disclosure of confidential information about
the founders or users of the companies because the companies register is
not open to the public.
There are, however, a number of circumstances which require that somebody
can act on behalf of the company. This may concern the signing of contracts,
invoices, consignment notes, orders, issuance of power of attorneys, decrees
and regulations, or a wide range of other circumstances to which it is not
just the optimum thing to add your name and signature on the documents of
the company which is used by you for tax planning purposes.
The statutory representative appointed formally this way (director) acts
on behalf of the company EXCLUSIVELY in accordance with the client's (beneficiary's)
instructions, or in accordance with instructions issued by the persons who
were authorised to do so by the client at our company.
A formally appointed statutory representative within the framework of Nominee
Services DOES NOT HAVE access to bank accounts and DOES NOT HAVE any signing
right to bank accounts of the offshore company either, and cannot handle
the assets of the company.
The entire contractual relation for the providing of the Nominee Services
is legally treated through a contract concluded by and between our company,
director (shareholder) and client, including the letter of resignation from
the posts, pre-signed by the director (this contract is known as Deed of
Trust).
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