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General Information
Offshore Jurisdictions
Secretarial Services
CYPRUSLAVECO LIMITED
Despina Sofia ComplexAp. 102, 8 Inomenon Ethnon
Drosia 6042, Larnaca, CyprusTel.: +357-24-636-919 Fax: +357-24-636-920
HONG KONGLAVECO LIMITED
Office Unit No.6, 26th F.,Kin Sang Commercial Centre
No. 49 King Yip StreetKwun Tong, Hong Kong
Tel.: +852-2388-8049Fax: + 852-2388-2960
BULGARIALAVECO EOOD
104 Akad. Ivan Geshov BlvdEntrance A, 5th Floor, Office 8,
1612 Sofia, BulgariaTel.: +359-2-953-2989
Mob: +359-888-126-013Fax: [email protected]
SEYCHELLESLAVECO LTD.
Suite 2, Olivier Maradan Bld.Olivier Maradan Street,Victoria
Mahé, SeychellesTel.: +248-4-322-261Fax: +248-4-324-932
HUNGARY LAVECO Kft.
33/a Raday Street1092 Budapest, Hungary
Tel.: +36-1-456-72-00Fax: [email protected]
UAE LAVECO
MIDDLE EAST FZCConrad Dubai, 19th Floor,
Sheikh Zayed Road Dubai S610 UAE
Tel.: +971-4-3827-758Mob.: +971-50-173-4428
Fax: +971-4-3266-202 [email protected]
11/12/2018
www.laveco.com
LAVECO LTD.®
Legal Solutions since 1991 International Tax Planning Association
Member of
TABLE OF CONTENTS
TAX HAVENS, OFFSHORE COMPANIES
SERVICES PROVIDED BY LAVECO LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 4
WITH OR WITHOUT AN OFFSHORE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 5
BASIC TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 5
What is an offshore company? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 5
What is a tax haven? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 5
WHAT IS THE PURPOSE OF THE ESTABILISHMENT OF AN OFFSHORE COMPANY? . . . page 6
Certain objectives for the creation of an offshore company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 6
WHAT KIND OF ADVANTAGES DO OFFSHORE COMPANIES OFFER? . . . . . . . . . . . . . . . . . page 8
Direct taxation advantages/benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 8
Additional benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 8
WHERE SHOULD YOU SET UP AN OFFSHORE COMPANY? . . . . . . . . . . . . . . . . . . . . . . . . . . . page 8
What is it that provides favourable taxation status for the company? . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 8
Why is it advantageous for the country of registration to provide benefits? . . . . . . . . . . . . . . . . . . . . . . . page 9
What principles of taxation are enforced in the place of registration? . . . . . . . . . . . . . . . . . . . . . . . . . . . page 9
Are offshore companies required to keep books? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 9
What requirements does the country of registration prescribe in respect of the directors and shareholders of an offshore company? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 10
What further restrictions might exist regarding the company activities? . . . . . . . . . . . . . . . . . . . . . . . . page 10
What kind of details are entered in the companies register? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 10
What should the size of the company's registered capital be? How can or should it be paid up? . . . . . page 11
The bank account of the offshore company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 11
Who do we call nominee owners and nominee directors? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 11
When and why is it practical to use the services of the nominee owner and the nominee director? . . . page 12
Where is it practical to direct an offshore company from? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 12
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ORDER OF REGISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 13
The process of estabilishing/purchasing a company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 13
What is meant by the term "shelf company"? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 13
Expenses incurred in the formation and operation of an offshore company . . . . . . . . . . . . . . . . . . . . . . page 13
Compulsory costs incurred during the 1st year of the company's existence . . . . . . . . . . . . . . . . . . . . . . page 14
Compulsory costs during subsequent years of the company's existence . . . . . . . . . . . . . . . . . . . . . . . . . page 14
Optional costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 14
Explanation of annual maintenance costs and optional expenses involved in the operation of an offshore company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 15
Is it necessary to visit the place of incorporation when establishing a company? . . . . . . . . . . . . . . . . . page 16
DOCUMENTS/DEEDS OF FOUNDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 16
DESCRIPTION OF OFFSHORE JURISDICTIONSBELIZE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 17
BRITISH VIRGIN ISLANDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 18
CYPRUS - RESIDENT COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 19
CYPRUS - NON-RESIDENT COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 20
DIFFERENCES BETWEEN CYPRIOT RESIDENT AND NON-RESIDENT COMPANIES .......page 21
HONG KONG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 22
MALTA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 23
MARSHALL ISLANDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 24
PANAMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 25
SEYCHELLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 26
OTHER JURISDICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 27
TEL/FAX/MAIL FORWARDING SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 29
FEES FOR SECRETARIAL SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . page 31
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SERVICES PROVIDED BY LAVECO LTD.
Formation of companies in 40 locations:
European jurisdictions: The United Kingdom Cyprus Portugal (Madeira) Gibraltar Liechtenstein Alderney The Isle of Man Switzerland Jersey Guernsey Jurisdictions in the Pacific: New Zealand (Niue) Malaysia (Labuan) Hong Kong Samoa Vanuatu Cook Islands
Jurisdictions in Central and Southern America and the Caribbean: Belize The British Virgin Islands Montserrat Panama The Bahamas The Cayman Islands St. Vincent Netherlands Antilles Barbados Nevis Turks and Caicos
Jurisdictions in Africa and the Indian Ocean: Liberia The Marshall Islands Mauritius The Seychelles
The United States of America:LLCs in Delaware, Nevada, New York, Utah, Wyoming, Washington D.C. and other states
• shelf companies in many jurisdictions: the British Virgin Islands, the Bahamas, Belize, the Marshall Islands, the Seychelles, Cyprus
• vintage companies• prestigious companies, registered in various jurisdictions• opening of bank accounts and corporate credit / debit cards in Hungarian and European banks• provision of secretarial services (tel/fax/mail forwarding) in various countries
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WITH OR WITHOUT AN OFFSHORE COMPANY?
To pay or not to pay tax is a question which stirs the imagination of every businessman, particularly those who already own or manage one, or several, companies in their own countries, and which often affects the very existence of a venture. At the same time, taking the first steps towards the establishment of an offshore company may seem rather hard. These steps involve a great deal of uncertainty for the entrepreneur, and, at first sight, appear technically difficult and psychologically depressing. Later, of course, it turns out that the establishment and operation of an offshore company are no more compli-cated than in the case of a domestic firm. On the contrary, in a number of cases these tasks are more simple. It is possible to raise or reduce the registered capital of the company, to transfer the shares, to remove the directors and to appoint new ones. The merger of several offshore companies, as well as the separation of individual offshore companies are also permit-ted. It is possible to close down a company officially without having to carry out final accounting with the tax office and the office of company registra-tion in the given location. The following questions of primary importance for an entrepreneur will be answered throughout the text:
* What do the following terms precisely mean: tax haven, offshore company, nominee owner, nominee director?
* What is the purpose of establishing an offshore company?* What kind of advantages and disadvantages may arise from the
establishment of a new venture?* In which country and in which corporate form is it desirable to have the offshore company registered?* How can this company operate if it is registered, say, in a remote country?* Where is it possible to open, and where is it worth opening, a bank account for the venture, and how can we
remotely manage the bank account?
BASIC TERMSWhat is an offshore company?
The English term “offshore” denotes something that is away or far from the shore. So, an offshore company is a venture which is registered in a country (or in a sovereign territory of a country with independent legislation), but does not pursue economic activities in the given territory. In other words, a company in this status does not derive revenues from the country of registration, but from outside the borders of that country. Theoretically, an offshore company may exist in any country in the world but it is by no means certain that any kind of tax benefits will be attached to this status.
What is a tax haven?
In everyday language a tax haven is a state or territory which provides a remarkably wide range of tax benefits for the offshore companies registered therein (the original English term - tax haven - means tax refuge). That is, an offshore company can operate under favourable tax conditions only if it is registered in a tax haven territory (in accordance with the principle outlined above, the company must, of course, operate outside the territory of registration). On traditional tax haven territories the operation of companies is supported by a thoroughly-regulated legislative mechanism. This means that in the given country the legal code provides favourable taxation status for the offshore com-panies. It is necessary to stress this because it is not that the company pays no tax illegally, but, on the contrary, it is exempted from the payment of tax or a part thereof as provided by law. (We shall return later to the question of why this is advantageous for the given country).
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WHAT IS THE PURPOSE OF THE ESTABLISHMENT OF AN OFFSHORE COMPANY?
This is one of the most important issues concerning the establishment of companies. There may be a number of goals and objectives, in the same way that the business relations evolving in a market economy may involve an infinite number of combinations. Therefore, to a certain extent, the client himself should find the answer to the above question because nobody knows his business activities better than the client himself. We can only briefly outline the purposes for which offshore companies are most frequently used.
Certain objectives for the creation of an offshore company
Offshore trading companies: Trading companies may be used to reduce the profit of parent companies located in high taxation areas and to pass those profits on to an offshore company. Having registered an offshore company the parent company presents it with an invoice for the sale of goods at a uniform, minimum price, for example. Then the off-shore company concludes contracts for the sale of the goods at a higher price. In this case the parent company derives a much smaller profit based on the minimum price of the goods sold and as a result its taxes on profits are reduced consid-erably. The offshore company, as a result of the transactions, earns a healthy profit after selling the goods at the higher price.
Offshore investment companies: The use of offshore investment companies makes it possible to have more options for choosing objects for investments, which enables the investor to concentrate on the most advantageous projects or to select areas that offer potentially high incomes. Moreover, it makes it easier for transactions concluded between the company and its clients to be kept in confidence. Making investments on terms advan-tageous for an offshore company merely provides an opportunity to transfer spare currency resources abroad without violating currency and tax legislation.
Offshore finance companies: The ownership of an offshore finance company gives an opportunity to pursue the most advantageous credit policy considering minimisation of taxes on granted credit and borrowed funds, and improves the ability to offer different financial and credit services to clients. Besides, granting credit to a firm located in a higher taxation area through an offshore company at a high rate of interest provides an opportunity to transfer currency resources to a third country without violating the currency and tax legislation, and to greatly reduce or even acquire exemp-tion from tax on profits made in a country where taxation is higher.
Offshore companies may be very conveniently used for the minimisation of taxes related to joint-venture activi-ties. In this case the same citizens own and manage both the domestic and foreign (offshore) companies which set up the joint venture. It makes it possible to transfer to a third country the share of the profit which belongs to the foreign com-pany in the form of non - taxable dividends. At a later date the money (in the form of privileged investments or credits) may be returned to the country in which the joint venture is registered.
Offshore holding companies may be used for financing the activities of their subsidiary enterprises under differ-ent jurisdictions by offering them the opportunity to reduce taxes due to interest payments on loans granted to them by parent companies. In this case a holding company is formed in an offshore area, in which neither tax on profit, nor other types of corporate taxes are collected from it; all the profit made by the above-mentioned method may be used for financ-ing further activities of a holding group or for reinvestment for other purposes.
Offshore insurance companies formed by a company registered in a high taxation country or by a group of such companies may be used for insuring risks of a parent company or a group of parent companies on more advantageous terms than those traditionally offered by insurance companies. The form of an offshore reinsurance company may be used by insurance companies for insuring their own risks.
Offshore banking companies that have licences of a limited or unlimited type may be formed by banks for the purpose of accumulating profit in countries with reduced or so-called “zero” taxation as well as by groups of companies for a pooling of financial resources and a facilitation of money flow within a group. An offshore bank may also be used to finance the international operations of its founders in order to avoid problems of currency limitation.
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Offshore companies formed for owning a property give an opportunity to reduce - or even eliminate - inherit-ance taxes and capital gains tax. Besides, if the owner of any property is a company, it is possible to simplify considerably a process of this property's sale: in this case only the shares of the company are sold and transferred to another owner, but the company remains the owner of the property. In this way it is not necessary to pay the state duties imposed when a property is sold or given as a gift.
Offshore companies engaged in rendering services (in advertisement, management, marketing, consulting etc.): People and companies gaining large incomes conducting activities in the field of service provision may reduce taxes greatly by assigning the rights to obtain remuneration for their activities to an offshore company. In the future the remu-neration, or a part of it, will be paid to an adviser by an offshore company, but payments will be structured in such a man-ner that taxes will be minimalised.
Offshore companies dealing with personnel recruitment are used by employers actively for the purpose of reducing taxes on their employees' salaries. In this case the money to be used for the employees' salaries is transferred to accounts of the offshore company, in which the employees actually work and its sum may be considerably greater than that paid to the personnel in the country of residence. The difference is accumulated in the employees' offshore accounts and therefore no tax is imposed on their real income.
Offshore companies formed to hold intellectual property (patents, trademarks, copyrights, techniques etc.): Such companies may acquire any property from its original owner. An offshore company may patent a property or con-clude contracts for transferring it into use, thus getting a non-taxable profit by using it.
Offshore ship-owner companies may be formed to reduce taxes on ship-owner and shipping activities by means of the purchase or rent of ships, and the profit earned from their activities may be accumulated in areas of reduced taxation.
Offshore private funds for the ownership and confidential management of private property may be formed in Liechtenstein and Panama. The use of funds provides for either partial or total reduction in taxes on incomes, capital and inheritance. Furthermore, it guarantees that the distribution of income earned by the property or by its inheritance be car-ried out according to the will of the property owner.
Offshore investment funds are fully recognised by the international investment community. Usually they pay neither taxes on profit nor extremely high organisational and legal duties. Besides, dividends and interest are either taxed at a decreased level or are exempt from taxes in general. The pooling of small investors of capital in a fund makes it pos-sible to participate in more expensive projects, and means savings on research of the market, commission and managerial expenses. A founder (manager) enjoys the greatest advantage; he has the flexibility to carry on activities abroad, since it makes it possible to attract investors from a huge number of jurisdictions by means of an unrestricted sale of shares; he can also make investments in many jurisdictions without taxation and can conduct foreign trade activities. Of course, these companies offer a number of other advantages, all of which we cannot describe in this general information material. The offshore company registered in a tax haven is only an economic form that has a wide range of uses, filled with concrete contents by the owners and managers whose responsibility is to consider and evaluate the advan-tages and disadvantages attached to the company.
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WHAT KIND OF ADVANTAGES DO OFFSHORE COMPANIES OFFER?
1. Direct taxation advantages/benefits
These advantages do not require specific explanation. The amount of revenue generated is taxed in the country of the offshore company. Taking advantage of the fact that these countries provide a wide range of tax benefits for enter-prises of this kind, we may secure considerable tax savings.
2. Additional benefits
This other group of advantages is composed of benefits independent of taxation which are not to be ignored by certain types of businesses in certain situations. Some of these benefits are listed below, though the list is by no means exhaustive:
• Full anonymity: Full anonymity is provided by law in certain tax havens because neither the directors, nor the owners of the companies are recorded among public corporate details. As a result, the personal details of the own-ers and directors are hidden from the public and this can be used favourably.
• Lack of bookkeeping obligation: In a number of tax havens offshore companies are not required to keep books. This, too, results in a considerable saving since, if we look at the data of a domestic (non-offshore) company of a similar size, the annual bookkeeping fee alone usually amounts to several hundred - or even thousand dollars.
• Enforcement of prestige-related considerations: It may happen that in certain business situations a foreign com-pany may offer more advantageous terms and conditions. The participation of a “foreign investor” in a domestic enterprise sometimes creates considerably more trust and confidence in a potential business partner, or it may even provide exemption from customs duties in certain cases, etc.
WHERE SHOULD YOU SET UP AN OFFSHORE COMPANY? At the moment, there are more than 40 locations in the world which offer considerable benefits for offshore com-panies as tax havens. Traditional tax havens are usually located on archipelagos (e.g. the British Virgin Islands), in island republics (e.g. the Republic of Nauru), or in small countries (e.g. Belize). The independent legislation of these countries and territoriesencourages foreign investors to establish companies on the given territory. In most serious offshore zones the operation of the companies, the security of foreign investment and the protec-tion of secrets (information) are guaranteed by a code of laws. For instance, the legislature of the British Virgin Islands passed such a code of laws under the name of the International Business Companies Ordinance in 1984. When encountering this topic for the first time it appears extremely difficult to differentiate between the advan-tages and disadvantages offered by the many small and possibly unknown countries. There are, however, a few factors which may help you find orientation. Let us see what criteria can, and should, be taken into account when selecting the location for the registration of a new offshore company.
What is it that provides favourable taxation status for the company?
It is reasonable to ask the first question: In what respect is the taxation of the offshore company favourable? And in connection with this: Why is it worthwhile for these countries to offer benefits of such magnitude to for-eign investors? (We shall answer this question in the next section.) On all serious tax haven territories, tax benefits have a legal basis and foundation. For instance, this benefit is provided for the companies registered in the above-mentioned British Virgin Islands by the code of laws adopted in 1984. Accordingly, offshore companies pay no taxes of any kind to the British Virgin Islands, other than the annual state duty of the usual amount of 300 US dollars, independent of turnover. In the case of the Bahamas and Belize, this annual duty is 100 US dollars, while in Panama it is 150 US dollars. It is obvious that these tax benefits are consider-able, compared with the 30 to 50% tax on profit typically imposed in European countries.
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Why is it advantageous for the country of registration to provide tax benefits?
These locations are usually situated in geographically small countries. The population is usually small. Tourism and various services play the most important role in their economies. Offshore businesses generate considerable revenue for them. On the one hand, concrete employment opportunities are created: various law offices, a state registration apparatus, representatives, banks registered on these territories, etc. are required. On the other hand, through the state duties (registration and re-registration fees) and taxes the population of the country obtains considerable revenue. Let us consider some statistics. The British Virgin Islands have a population of 23 500 and currently some 450 000 offshore companies are registered there. If all the companies registered on this territory pay the annual duty of 350 US dollars, then the duties paid by the offshore companies alone represent 6700 US dollars per local resident.
What principles of taxation are enforced in the place of registration?
As already mentioned above, one of the most important purposes of the registration of offshore companies in tax havens is to reduce high tax burdens and to take advantage of direct or indirect tax benefits. At the same time, we should stress that completely tax-free and cost-free companies do not legally exist in any part of the world, in spite of the fact that in a number of countries offshore companies are often referred to as tax-free companies. Fundamentally, the following principles of taxation may be enforced in the locations of registration of offshore companies:
• In countries where the company may only derive revenue from abroad, this revenue will be completely free from the payment of any tax. In this case, the company is required to pay a fixed annual fee, which is independent of the turnover and profit of the company. Such locations are the British Virgin Islands , the Bahamas, Belize, etc.
• The tax is not based upon the turnover but upon the company's registered capital. For instance, Liechtenstein foundations are required to pay 0.1% of their issued capital (or at least 1,000 Swiss francs) to the state annually.
• Tax exemption is granted only in respect of revenues derived from abroad. In such countries as, for example, Panama and Hong Kong, companies may pursue economic activities within the country, too, and the domestic reve-nues are taxed on the basis of a linear rate, while revenues derived from abroad are tax-free. In this case (Hong Kong), the company is required to indicate domestic revenues separately in its annual report.
• Taxation on the basis of a linear tax rate. One of the best-known locations is Cyprus, where companies pay a 10% tax on their net profits. (In these locations, without exception, the keeping of books and preparation of annual reports are compulsory.)
Are offshore companies required to keep books?
Bookkeeping by the companies is an issue closely related to the issues dealt with above. Those who are already owners or managers of a domestic company are perfectly aware of the amount of trouble that the various state bookkeep-ing regulations may cause. In most countries bookkeeping fulfils two purposes: on the one hand, it should inform the owners, creditors and business partners of the company of the financial and pecuniary position of the enterprise, while, on the other hand, it should satisfy certain, often rather stringent, requirements laid down by the authorities (Tax Office, Customs Authority, etc.).
In this respect, offshore companies can be divided into two distinct categories:
• It is provided by law that the company need not keep books for official purposes. This opportunity exists in those countries where the annual tax or duty is fixed (the Bahamas, Belize, British Virgin Islands, etc.). For the company's tax (state duty) is a fixed amount independent of turnover and profit, the country of registration is not interested in the company's annual turnover and profit. This concept offers extremely interesting and also cost reducing possibilities to a lot of entrepreneurs. This does not mean that if the owners of the company so decide they cannot keep internal books for the purpose of keeping themselves informed. This, however, is an internal matter for the company and no external authority has the right to intervene in the keeping of the books.
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• It is compulsory to keep books. Countries falling into this category are Cyprus, United Kingdom (LLPs), etc. Of course, in this case, what we have in question is not just bookkeeping of any kind, but accounts of a nature that sat-isfy and comply with the legal rules of the given country and contain a clause by the local auditor guaranteeing the validity of the accounts.
The bookkeeping of most offshore companies is not at all complicated, provided that the company has no tangible assets or real properties and pursues no cash transactions, because then the transactions effected on the company's bank account constitute the majority of the company's business. Although, compared with the situation described in the previous paragraph, the operation of the company appears to be considerably more complicated if books are required to be kept, this does not necessarily entail a permanent bookkeeping obligation. Most offshore companies obliged to keep books carry out their own bookkeeping requirements and have the report audited during the period preceding the submission of the report.
What requirements does the country of registration prescribe in respect of the directors and shareholders of an offshore company?
There are some offshore zones where there are no restrictions of any kind concerning either the directors or the shareholders. These are, for example, the Bahamas, the British Virgin Islands and Belize. Companies may be set up in these locations with the participation of a single director and a single shareholder of any nationality, who may even be one and the same person. Other offshore locations do prescribe certain restrictions in respect of the directors and shareholders of ventures. These restrictions may be divided into two main groups:• Quantity restrictions. This means that the minimum number of directors or shareholders is defined. For instance, in
the case of Panama, a company must have at least three directors.• Nationality restrictions. This is a provision expressly applying to the directors, the main purpose of which is to create
jobs for the citizens of a given country. For instance, in the case of companies registered in Liechtenstein, at least one of the directors must be a resident of Liechtenstein.
What further restrictions might exist regarding the company activities?
• Foreign exchange restrictions. This may apply particularly in places where the official currency of the given territory is not convertible. However, in the most popular and well established jurisdictions offshore companies are exempt from any foreign exchange restrictions and may effect their transactions in any currency.
• Restrictions relating to the holding of the annual meeting of directors. Some locations prescribe, on a compulsory basis, that the directors of the company meet at least once a year and that the meeting be held in the given location. Locations of this kind are, for instance, the Cayman Islands and Bermuda. In these locations, the requirement that the compulsory annual meeting of directors be held in the territory concerned is for the purpose of encouraging tourism in the area. However, in most locations there are no restrictions of any kind and the directors may hold their meetings in any country.
• Restrictions on the opening of bank accounts. In the case of certain countries, it is a legal requirement that part or all of the company's bank accounts be opened in the banks of the given country. However, the legislation of the vast majority of offshore zones enables companies to open bank accounts in any country in the world.
What kind of details are entered in the companies register?
This is an extremely important question since, in the course of a number of business transactions, the owners and directors of a company may not wish to reveal their identities. In countries with a continental legal system there is little scope for this because, for instance, in Austria and Germany the details of a company are completely public and anybody may gain access to them at the office of company registration, referring to any alleged or real interests.
From this respect, we can divide offshore companies into three categories:
• Full anonymity. The details of neither the directors, nor the owners are available in the public company register since these details need not even be reported to the authorities in these countries. Countries of this kind are the Seychelles, the Marshall Islands, Belize, etc. The role of full anonymity in economic life is rather important as can be measured on the basis of the number of companies registered in these locations (for instance, in 2008, some 52 716 (untill Sep-tember) new companies were registered in the Marshall Islands alone).
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• Partial publicity. For instance, in the case of Panama, the owners of a company are not entered in the companies register, whereas all the details of the directors are public.
• Wide publicity. A number of details concerning the company are accessible in the companies register. For instance, in the case of Cyprus, the details of the owners and directors are available (name, nationality, passport number, date of birth, residence, etc.).
What should the size of the company's registered capital be? How can or should it be paid up?
When analysing this requirement, the effects of the two types of legal systems (continental and British-American) on the different territories can be observed.
• In countries where legislation is based upon British roots, the system of requirements is much more flexible. This is particularly true of the offshore zones situated in the Caribbean Sea region. For instance, in the Bahamas, the standard registered capital of the company is USD 5,000. In respect of the laws of that territory, this is the so-called nominee registered capital, which need not be made available for the company through payment to a special bank account. The same applies to the British Virgin Islands, where the standard registered capital is USD 50,000 but the payment of this sum is not compulsory. This means that these companies can be formally set up with several thousand dollars' worth of capital without actually possessing a single cent on foundation.
• In the countries of the second group (as a consequence of the effect of continental law) both the rate and the method of payment of the registered capital are precisely defined. This is the case, for instance, in Switzerland and Liechten-stein, where the registered capital must not only be subscribed by the owners but is also required to be paid to the special bank account of the company, and any non-cash contribution is required to be made available for the com-pany.
The bank account of the offshore company
On the grounds of the information presented above it is worth emphasising that the decision to open a bank account for an offshore company is no less important than the decision to incorporate the company, as this may play an important role in the future development and running of the company.
LAVECO LTD. offers its clients the service of opening of corporate and personal accounts with banks in different countries. Detailed conditions concerning the provision of such services are laid down in the special brochure enclosed.
Who do we call nominee owners and nominee directors?
Nominee directors and owners are applied if the actual owners and directors of the venture do not wish to be recorded in the company's deeds of foundation.
In this case, one or several persons (natural persons or companies) agree, against remuneration, to be entered in the documents in the above capacity. If the actual owner so requires, the nominee directors are involved not only in the establishment of the company, but also in the signing of the company’s contracts and in arrangements regarding the amounts received on the company's bank account, etc. throughout the company’s existence.In applying nominee directors, it is common practice that the nominee directors are merely entered in the company docu-ments. In the same documents, the nominee directors grant a power of attorney to a third party in which they delegate all rights to that party (e.g. opening of bank accounts, signing of contracts, etc.). The third party so named can, of course, be the beneficiary himself.
If the beneficiaries do not wish to reveal their identity at all, the nominee directors will sign the contracts of the company, issue the invoices, initiate bank transfers, etc. They will, of course, effect each transaction against extra remu-neration.
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When and why is it practical to use the services of the nominee owner and the nominee director?
The use of nominee owners is most useful in the case of locations where the details of the owners are openly available to the public; that is, on the basis of the company register, anybody may become familiar with the iden-tity of the owners. Countries of this type are UK and Cyprus, where owners' details are entered in the company register. If, therefore, you wish to remain anonymous in these locations, it is necessary to have the details of another person, a so-called nominee owner, entered in the company register. In this case, it is very important that the nominee owner should not act against the wishes of the actual beneficiary, and should not abuse his or her rights. This problem is overcome by an agreement between the nominee owner and the actual beneficiary - the so-called Trust Deed.
In practice, the use of nominee directors and owners requires, in both cases, perfect and complete trust between the commissioning and the commissioned parties, since the nominee directors formally have considerable economic power in the company. Abuse of such power, though theoretically possible, in practice is virtually unheard of since the nominee directors are usually employees of the local law office which generally also represents the company locally. These offices take good care to work only with reliable partners. The “corporate industry” provides them with a living and any scandal involving them would result in the loss of trust in the given law office, and consequently, a dramatic fall in the number of orders.
Therefore, the most important rule is that the nominee directors direct and may direct the company only on the basis of the instructions of the beneficiaries. And another important rule: the use of nominee directors is, in most cases, recommended but by no means compulsory.
The nominee directors and owners work for several hundred ventures simultaneously. Their considerable income is derived from the annual commission fees paid by the companies on a regular basis, as well as from the individually modest, but collectively substantial, fees paid on a case-to-case basis for any work actually performed (sign-ing of contracts, etc.).
Where is it practical to direct an offshore company from?
Most offshore companies must have some kind of managing body, which is usually the board of directors. The directors must be residents of the given country. For this reason in particular, the way the laws of a given country deal with this topic should be taken into special consideration. For instance, in accordance with German tax laws, if the director of a company based in the Bahamas is a resident in Germany, the company in the Bahamas can also be taxed in Germany. What logical element does German tax law rely on when it prescribes this rule? As a result of the fact that the German director lives in Germany, the tax law assumes that the company based in the Bahamas is directed from Germany; consequently, the company has premises in Germany and any revenues related to such premises are taxable. It is important to understand the cause and effect correlation of the tax laws.
For instance, according to the conventions concluded between different states for the avoidance of double taxation, the basis of which is the model created by the OECD, the definition of premises begins with this question immediately: "premises are, in particular, the place of management..."
Why is it practical to use the services of the management centre? If we want to over-simplify the matter, we could say that such a territory may serve this purpose; the citizens of the territory may not be afflicted by the obligation of taxation because a foreign company is directed from the given territory. For instance, if a US company is managed by a director living on the Island of Sark, the director in Sark need not pay tax on these grounds (according to the laws of Sark, local residents are not required to pay personal income tax, for instance).
Summing up the above, it can be established that in general it results in a substantially more favourable tax law situation if the company is officially managed by a resident of a tax-exempt territory or a territory enjoying tax benefits (Sark, Cyprus, etc.).
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ORDER OF REGISTRATION Before starting to describe the procedure for the registration of a company we would like to emphasise that this general information material is (or may be) concerned only with the most essential basic terms and concepts, and even with those only in a summary manner. It is only possible to become familiar with the details in the course of more thorough consultations. One of the most important things that our would-be partners should consider is whether they really need an off-shore company and what the purpose of establishing such a company is. An offshore company is always only the form which is filled with concrete contents by the given transaction or activity, and it is only through this that you may hope to generate a profit. The establishment of an offshore company in itself does not make anybody a millionaire, if he does not succeed in operating and using it well.
The process of establishing/purchasing a company
We conclude an agreement with all of our partners in respect of the establishment of the given company in the form of an “Application Form for a Company”. In the Application Form we lay down the most important details of the company, the main conditions and principles of our services and the obligations undertaken by LAVECO LTD., as well as the amount of the fee payable for the service.
In the case of a company to be newly established where the client provides the name of the company, the founda-tion process usually takes 2 to 6 weeks. The amount of time required depends upon the distance of the given location, the local laws and the efficiency of the office of registration. If this term seems too long, the client may immediately purchase
a shelf (i.e. ready-made) offshore company (see below), in which case the time required for the completion of the paperwork is only one working day. A 50% advance payment is payable, in cash or by transfer, on con-clusion of the agreement. The remaining 50% is payable after the incor-poration of the ordered company and once the completed documentation has been returned to the offices of LAVECO LTD. from the jurisdiction involved.
What is meant by the term “shelf company”? A shelf company is a legally established company which a law office in the jurisdiction involved has already set up at an earlier date, but which has neither carried out any activity, nor opened a bank account. Such a company is set up with the non-concealed intention that at some point
somebody will buy and operate it. The legislation of a number of tax haven locations allows for the foundation of com-panies of this nature. The only drawback of a shelf company is that it is not possible to select a name in advance (it can only be modified subsequently) since companies of this kind were registered under the names made up by the founder. The deeds (documents) of foundation do not usually differ from those of a newly set up company, and the fee of establish-ment is usually the same, too.
LAVECO LTD. always has at its disposal a large number of shelf companies incorporated in different jurisdictions (more detailed information on this subject can be found in the special brochure enclosed). Please ask for a list of shelf companies from the office of LAVECO LTD.
Expenses incurred in the formation and operation of an offshore company
The expenses incurred in the formation and operation of an offshore company can be divided into obligatory and optional costs. The obligatory costs can again be further divided into the costs incurred during the 1st year of the existence of the company and the costs incurred during subsequent years.
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Compulsory costs incurred during the 1st year of the company's existence The compulsory costs of the first year of the existence of the company are payable prior to the incorporation (or purchase) of the company and include the following:
ـ Registration fee. This includes the fees related to the legal establishment of the company, that is, the fees charged both by the foreign law office and by LAVECO LTD. The amount referred to here usually includes the following documents/services:
* formation of the company* duties payable to the local authorities for the incorporation of the company* Certificate of Incorporation with Apostille authentication, or Notary public authentication where it is not possible to
obtain Apostille* provision of Memorandum & Articles of Association/By-Laws of the company with Registrar/Notary Public authen-
tication* Appointment of First Directors (or relevant document) with Apostille/Notary Public authentication* Share certificates* initial forms and minutes* luxury leather corporate kit* two company seals
The exact list of company formation documents and services varies slightly from jurisdiction to jurisdiction. For details please see the enclosed brochure on “Incorporation Details and Fees”.ـ Annual tax/duty payable to the local authorities. Where the annual tax or duty is fixed, it is to be paid by a date
defined by law. Payment is effected through the local representative. Payment of the annual tax is very important since failure to meet this obligation results in the imposition of sanctions in every location. For instance, failure to meet the obligation of payment is recorded in the companies register, which is available to the public, and may, in turn, prove detrimental to the reputation of the company. After a certain period of time, the company court judge may delete the company from the companies register, following which all transactions effected on behalf of the company will be void.
ـ Remuneration payable for the local registered address and to the local registered agent. The role of the registered agent and address and why it is important to transfer their remuneration will be explained later. As in the case of the annual governmental duty, this remuneration is also payable annually and is to be renewed.
Compulsory costs during subsequent years of the company's existence- annual governmental tax/duty.- remuneration payable for the local registered address and to the local registered agent. The fees defined in this paragraph are annual fees payable on a yearly basis starting from the second year of the existence of the company. Of course, those costs listed above apply in the case where the annual tax is a fixed amount and no books are required to be kept; that is, the precise details of annual fees vary from jurisdiction to jurisdiction. For details, please see the enclosed brochure entitled “Description of offshore juridictions”.
Optional costs In addition to the compulsory costs, a number of optional costs may also be incurred in the course of the establish-ment and subsequent operation of the company. As we have already mentioned these optional services above, they will only be covered very briefly in this section.The optional costs which may be incurred cover the following services:• opening of corporate bank accounts,• bookkeeping, audit fees,• remuneration payable to nominee directors and/or owners,• fees for the provision of Power of Attorney• fees for the provision of Certificates of Good Standing, copies of incorporation documents, etc.• fee payable for office rental,• telephone, facsimile and mail forwarding fees.
The use of these services is not compulsory. At the same time, there are some business activities which require a more sophisticated appearance in the course of a business or financial transaction. The services listed above are offered for such cases.
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Explanation of annual maintenance costs and optional expenses involved in the operation of an offshore company
In the previous section of this brochure we dispelled the widespread belief that the operation of offshore compa-nies is both tax-free and cost-free. Although exemption from the payment of taxes is usually granted, exemption from costs is not. The maintenance of the company, as an organisation, even if it is only formal and nominee maintenance, does result in some costs, which should be taken into account prior to registration. In the following section we shall describe the costs that are typically incurred in more detail.Annual state duty / tax. We have already described the possible types of taxes above.Fees payable for the registered office and the registered agent. In the offshore zones, almost without exception, it is a legal requirement that the company should have a seat registered in the given location and, in a number of cases, also a so-called local representative (agent, secretary, etc.). In general, these two are not separated, because the compulsory seat address is also the address of the local representative, and is usually a law office. This law office provides the address (seat) for the companies registered by it and undertakes to represent them against the payment of a set annual fee. In fact, this representation is, in most locations, minimal. It is usually confined to the representative forwarding the amount of the annual tax, transferred to it by the registered company, to the state budget once a year. (The country of registration is, through this single legal requirement, able to create several hundred or even thousand jobs, and provides a living for a proportion of the population for a number of years.) The maintenance fees are payable annually. If the offshore company does not pay this amount, the local representative renounces his right of representation and reports his resignation to the office of registration. As a result, the company violates the law concerning the compulsory employment of a local repre-sentative, and in a number of locations it is possible for the office of registration to delete the company from the companies register. As a result, the company becomes legally non-existent, all of whose transactions will be void following deletion.Remuneration payable to the nominee directors and owners. Nominee directors and owners are used if the actual own-ers and directors of the venture do not wish to be named formally in the legal documents of the company. In return they receive a fixed annual fee, plus a small charge for each and every service performed on behalf of the company. Mail forwarding costs. If the company requests its partners to send all mail to the address of registration, a fee is, of course, payable for the forwarding of that mail to the actual place of operation. This amount may take the form of a fixed annual fee or an actual fee per item.Provision of office space, use of secretarial services and administration costs. The provision of a registered address does not mean that the offshore company is in fact entitled to use the office located at the address defined in the legal documents of the company. If the client does require office space, he should indicate so in advance, and should order the provision of telephone and facsimile numbers, and the taking and forwarding of messages (by telephone, facsimile or mail) separately. A fee is also payable for contracts signed by the nominee directors and invoices compiled and sent to the location, etc. The so-called “secretarial services” are explained in more detail starting on page 33.Fees payable for the re-issue of various documents. It may be, for a number of reasons, that at some time after the
incorporation of the company replacement copies of vari-ous official documents may be required. If, for example, the certificate of registration of a company is either lost or destroyed, then obviously such an important document will need to be replaced, and the issuing office will charge a fee for this service.Of the above costs, the first two items are compulsory in the case of every company, while the other items are optional (may be opted for as required).In this general information material we have only outlined the most frequently incurred cost elements, in addition to which, however, a number of other additional costs may arise, according to the individual needs and requirements of the owners and directors.
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Is it necessary to visit the place of incorporation when establishing a company?
Contrary to popular belief, it is not necessary to travel to the given offshore location. In fact, it is not actually necessary to travel anywhere at all. A company can be purchased or incorporated simply by filling in the order form sup-plied by LAVECO LTD., returning it to us by facsimile or mail, and transferring the necessary advance payment to our account. Most new clients, however, do like to discuss the purchase of a company in person, particularly if they are not just new to us, but new to the offshore world in general. In this case it is possible to visit either our main customer service office in Hungary, or our customer service offices in the UK, Cyprus, Romania and Bulgaria. In fact, as we place great emphasis on our relationships with clients, we positively encourage an initial meeting in one of our offices. Of course, we are also always glad to welcome our existing clients in our offices. We are not only interested in the establishment of new companies; our consultants are always available to answer any questions which may arise in connection with the day-to-day activities of any offshore company which we have helped to establish.
DOCUMENTS/DEEDS OF FOUNDATION In this section we are going to describe the documentation involved in companies incorporated in the most fre-quently used, traditional offshore jurisdictions (the Seychell Islands, the British Virgin Islands, Delaware, Panama etc.). Requirements and documentation vary from jurisdiction to jurisdiction, and the information below is intended as a gen-eral guideline. For precise information on specific locations please see the separate brochure entitled "Description of offshore jurisdictions" or contact one of our offices.
Certificate of registration: This deed is issued by the office of registration, and certifies that the company has been entered by the office of registration in the companies register on the given day and under the given name. A so-called "Apostille" is usually attached to the certificate of registration (usually referred to as "The Certificate of Incorporation").The Apostille is a certificate issued by the central authority of the country or state of incorporation (Supreme Court or Court of Company Registration), guaranteeing that the certificate of registration has indeed been issued by the office of registration, and is an internationally recognised and accepted document, regulated by the Hague Convention of October 5th, 1961.
Articles of Association: This document contains the basic regulations relating to the operation of the company. It is, for the most part, a standard format document, usually drawn up on the basis of the text of the legislation of the given loca-tion. Of course, as in all by-laws, here too, the by-laws may be freely amended by the owners and directors of the com-pany. The following items, among others, are defined in the by-laws: authorised activities of the company, registered capital, name of the company, order of the appointment of the directors, rights of the directors, rules relating to the issue of shares, etc.Appointment of the first management: After signing the deeds and documents of foundation, the founder will appoint the first management and will delegate the rights related to the company to them.
Minutes of the first meeting: The minutes of the first meeting of the directors usually contain the first steps to be taken by the company, in particular, the fact of foundation, approval of the seat and the dry seal of the company.
Minutes concerning the issue of shares: These contain the details of the owners subscribing to and buying the shares, as well as details of the shares or share certificates issued.
Subscriber's resignation letter: In this document, the founder, who is usually the legal representative of the company, transfers all the rights related to the operation of the company to the company and its beneficiaries.
Corporate seal: The use of seals in the countries concerned is different from the way in which they are generally used. It is usually a legal requirement that the company should have a so-called dry seal which is to be approved at the company's meeting of foundation. However, this stamp is not used for stamping contracts and invoices (a simple signature is enough there) but for sealing the share notes issued by the company, as well as the regulations and minutes of the company.
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BELIZEINCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the
subscribers. The subscriber must be a local person licensed for the purpose. 2. Company legal form Private Limited Company by shares3. Company status International Business Company (I.B.C.)4. Source of corporate legislation Common Law - International Business Company Act, 1990.5. Possible suffixes to company name Ltd., Limited, Incorporated, Inc., S.A., Corp., Corporation.6. Restrictions on company name The terms Bank, Imperial, Insurance, Trust, Trustee, Chamber of Commerce
and Royal may not appear in the company name.7. Time required for incorporation 2 - 3 weeks.8. Number of directors Minimum 1 of any nationality.9. Number of shareholders Minimum 1.10. Capitalisation No minimum.11. Accounting / reporting requirements Accounts not required, but documents of transactions must be kept.12. Type of shares Bearer or registered. Bearer share certificates must be kept by the registered agent in Belize.13. Annual tax and duties Minimum 150 USD if the authorized capital less than 50 000 USD.14. Information publicly available Registered office and registered agent.15. Disclosure of beneficiaries Not required.16. Registered office Local registered office is required by law.17. Registered secretary / agent Local registered agent is required by law.18. Double tax treaty Belizean IBCs are not subject to DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES *
Incorporation fee 200 USD Registered office and registered agent 780 USD
Notarial certification 200 USD Annual tax and duties 150 USD
International authentication (Apostille) 110 USD Due diligence checking fee 300 USD
Legal expenses, filing fees and stamp duties 100 USD Annual accounting declaration 100 USD
Issuing of share certificates and initial minutes and forms 80 USDThe annual fees for the first year are payable at the time of incorporation, and include the tax and registered agent fees for the calendar year in which the company is incorporated. The amount of 1330 USD, payable annually, is due in the year following incorporation as follows:- for companies incorporated between January and July, by the first day of the month preced-ing the month of incorporation, but by July 1st at the latest- for companies incorporated between August and December, by July 1st of the subject year.Failure to pay the annual fees will result in the company being struck off the register of companies.
Corporate seal 50 USD
Courier fees 50 USD
Subtotal: 790 USD Subtotal: 1330 USD
Total: 2120 USD
The amount of 2120 USD includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and agent for 1 year, annual tax for the 1st year, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation, Memorandum & Articles of Association, Appointment of First Directors, bound copy of the 3 documents mentioned above with notary public and Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of directors and shareholders, company seal, com-pany stamp. The price contains no hidden costs.
OPTIONAL COSTSNominee director (private person) 1250 USD Power of Attorney with Notarial Certification 490 USD
Nominee shareholder 0 USD Notarial Certification or Apostille 160 USD
Certificate of Incumbency 330 USD Certificate of Good Standing 330 USDIn cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
LAVECO LTD. is pleased to offer its clients shelf companies in Belize which are available at the same cost. In the case of purchase of a shelf company the paperwork and documentation involved can be completed in 1 week. Contact our office for details and a list of shelf companies!
SHELF COMPANY PACKAGEFormation fees including annual fees for the calendar year in which the company is incorporated.Ready-made company in Belize with incorporation and annual fees for the calendar year in which the company is incorpo-rated, nominee director and shareholder, and a certified power of attorney with Apostille.
3860 USD
Fees payable from the second year. Annual tax and duties, registered office and registered agent, nominee director and shareholder notarised Power of Attorney, Due diligence checking fee and Annual accounting declaration
3070 USD
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BRITISH VIRGIN ISLANDSINCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the
subscriber. The subscriber must be a local person, licensed for the purpose.2. Company legal form Private Limited Company by shares3. Company status International Business Company (I.B.C.)4. Source of corporate legislation The International Business Companies Ordinance, 1984. 5. Possible suffixes to company name Limited, Ltd., Corporation, Corp., Incorporated, Inc. or S.A., 6. Restrictions on company name The terms Bank , Insurance, Trust, Trustee, Chamber of Commerce, Municipal, Royal,
British may not appear in the company name.7. Time required for incorporation 4 - 5 weeks.8. Number of directors Minimum 1 of any nationality.9. Number of shareholders Minimum 1.10. Capitalisation No minimum requirements.11. Accounting / reporting requirements Accounts not required, but documents of transactions must be kept.12. Type of shares Registered.13. Annual tax and duties Minimum 350 USD if the authorized capital less than 50 000 USD.14. Information publicly available Memorandum and Articles of Association, registered office and registered agent.15. Disclosure of beneficiaries Not required.16. Registered office Local registered office is required by law.17. Registered secretary / agent Local registered agent is required by law.18. Double tax treaty The BVI have DTTs with Japan and Switzerland.
COMPULSORY COSTS (payable prior to registration)
FORMATION FEES ANNUAL FEES *
Incorporation fee 380 USD Registered office and registered agent 890 USD
Notarial certification 160 USD Annual tax and duties 350 USD
International authentication (Apostille) 160 USD Due diligence checking fee 300 USD
Legal expenses, filing fees and stamp duties 110 USD Annual accounting declaration 100 USD
Issuing of share certificates and initial minutes and forms 70 USD *The annual fees for the first year are payable at the time of incorporation, and include the tax and
registered agent fees for the calendar year in which the company is incorporated. The amount of 1640 USD, payable annually, is due in the year following incorporation as follows:
- for companies incorporated in the first half of the year, by April 1st of the subject year- for companies incorporated in the second half of the year, by October 1st of the subject year
Corporate seal 50 USD
Courier fees 50 USD
Subtotal: 980 USD Subtotal: 1640 USD
Total: 2620 USD
The amount of 2620 USD includes the following services: formation of the company with authorised capital up to 50 000 USD, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and agent for the calendar year in which the company is incorporated, annual tax for the calendar year in which the company is incorporated, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation, Memorandum & Articles of Association, Appointment of First Directors, bound copy of the 3 documents mentioned above with notary public and Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of directors and shareholders, company seal, company stamp. The price contains no hidden costs!
OPTIONAL COSTS
Nominee director (private person) 1250 USD Power of Attorney with Notarial Certification 490 USD
Nominee shareholder 0 USD Notarial Certification or Apostille 160 USD
Certificate of Incumbency 430 USD Certificate of Good Standing 430 USD
In cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
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CYPRUS - RESIDENT COMPANY
INCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the shareholders of
the company. The minimum number of shareholders is 1.2. Company legal form Private Limited Company by shares3. Company status Resident Company4. Source of corporate legislation International Trust Law of Cyprus.5. Possible suffixes to company name Limited, Ltd.6. Restrictions on company name The terms Bank, Insurance, Global, National, Imperial, European, Cooperative,
World-wide, Investment, Financial and Trust may not appear in the company name.7. Time required for incorporation 6 - 8 weeks.8. Number of directors Minimum 1 of any nationality. 1 local director is requested for tax resident companies.9. Number of shareholders Minimum 1. 10. Capitalisation No minimum requirement, usually 1000 EUR the payment of which is not obligatory.11. Accounting / reporting requirements Yes. Audited accounts are required annually.12. Type of shares Registered. 13. Annual tax and duties 12.5% of net profit and 350 EUR.14. Information publicly available Registered office, directors, secretary, shareholders.15. Disclosure of beneficiaries Not required.16. Registered office Registered office is required by law.17. Registered secretary / agent Company secretary is required by law.18. Double tax treaty Cyprus has an extensive network of DTTs. Resident companies are subjects of DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES *
Incorporation fee 270 EUR Registered office 390 EUR
Notarial certification 90 EUR Company Secretary 390 EUR
International authentication (Apostille) 90 EUR Annual tax and duties 12,5% of net profit**
Legal expenses, filing fees and stamp duties 70 EUR Due diligence checking fee 300 EUR
Issuing of share certificates and initial minutes and forms 80 EUR * The annual fees for the first year of existence of the company are payable prior to registration. Subsequently the amount of 1080 EUR is payable annually, begining from the second year of existence of the company. Non-payment of the annual fees results in the company being struck off the Company Register.** and 350 EUR
Compulsory Tax Registration Fee 100 EUR
Corporate seal 45 EUR
Courier fees 45 EUR
Subtotal: 790 EUR Subtotal: 1080 EUR
Total: 1870 EUR
The amount of 1870 EUR includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and secretary for 1 year, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation in Greek, official English translation of the Certificate of Incorporation with Apostille, Memorandum & Articles of Association in Greek with official English translation with Apostille, Appointment of First Directors, Certificate of Directors and Secretary with Apostille, Certificate of Shareholders with Apostille, Certificate of Registered Office with Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of direc-tors, secretaries and shareholders, company seal, company stamp. The price contains no hidden costs!
OPTIONAL COSTSNominee director (private person) 1250 EUR Certificate of Tax Residence with Apostille 275 EUR
Part-time employee 980 EUR Special Power of Attorney with Apostille (private person) 390 EUR
Nominee shareholder 210 EUR Notarial Certification or Apostille 90 EUR
Certificate of Good Standing 90 EUR Accounting & auditing fees: Varies according to the number of transactions involved.
In cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
SHELF COMPANY PACKAGE
Formation fees including annual fees for the first yearCyprus company with nominee director and shareholder 3720 EUR
Fees payable from the second year Annual tax and duties, Registered office, Registered Agent and Secretary, nominee director and shareholder, certified Power of Attorney
2930 EUR
All the above fees are subject to 19% VAT
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CYPRUS - NON-RESIDENT COMPANY
INCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the shareholders of
the company. The minimum number of shareholders is 1.2. Company legal form Private Limited Company by shares3. Company status Non-Resident Company4. Source of corporate legislation International Trust Law of Cyprus.5. Possible suffixes to company name Limited, Ltd.6. Restrictions on company name The terms Bank, Insurance, Global, National, Imperial, European, Cooperative,
World-wide, Investment, Financial and Trust may not appear in the company name.7. Time required for incorporation 6 - 8 weeks.8. Number of directors Minimum 1 of any nationality. The majority of directors have to be non-resident.9. Number of shareholders Minimum 1. 10. Capitalisation No minimum requirement, usually 1000 EUR the payment of which is not obligatory.11. Accounting / reporting requirements Yes. Audited accounts are required annually.12. Type of shares Registered. 13. Annual tax and duties 0% of net profit and 350 EUR.14. Information publicly available Registered office, directors, secretary, shareholders.15. Disclosure of beneficiaries Not required.16. Registered office Registered office is required by law.17. Registered secretary / agent Company secretary is required by law.18. Double tax treaty Cyprus has an extensive network of DTTs. Non-resident companies are not subjects of DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES *
Incorporation fee 270 EUR Registered office 390 EUR
Notarial certification 90 EUR Company Secretary 390 EUR
International authentication (Apostille) 90 EUR Annual tax and duties - **
Legal expenses, filing fees and stamp duties 70 EUR Due diligence checking fee 300 EUR
Issuing of share certificates and initial minutes and forms 80 EUR * The annual fees for the first year of existence of the company are payable prior to registration. Subsequently the amount of 1080 EUR is payable annually, begining from the second year of existence of the company. Non-payment of the annual fees results in the company being struck off the Company Register.** and 350 EUR
Compulsory Tax Registration Fee 100 EUR
Corporate seal 45 EUR
Courier fees 45 EUR
Subtotal: 790 EUR Subtotal: 1080 EUR
Total: 1870 EUR
The amount of 1870 EUR includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and secretary for 1 year, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation in Greek, official English translation of the Certificate of Incorporation with Apostille, Memorandum & Articles of Association in Greek with official English translation with Apostille, Appointment of First Directors, Certificate of Directors and Secretary with Apostille, Certificate of Shareholders with Apostille, Certificate of Registered Office with Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of direc-tors, secretaries and shareholders, company seal, company stamp. The price contains no hidden costs!
OPTIONAL COSTSNominee director (private person) 1250 EUR Certificate of Tax Residence with Apostille 275 EUR
Part-time employee 980 EUR Special Power of Attorney with Apostille (private person) 390 EUR
Nominee shareholder 210 EUR Notarial Certification or Apostille 90 EUR
Certificate of Good Standing 90 EUR Accounting & auditing fees: Varies according to the number of transactions involved.In cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
SHELF COMPANY PACKAGE
Formation fees including annual fees for the first yearCyprus company with nominee director and shareholder 3720 EUR
Fees payable from the second year Annual tax and duties, Registered office, Registered Agent and Secretary, nominee director and shareholder, certified Power of Attorney
2930 EUR
All the above fees are subject to 19% VAT
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DIFFERENCES BETWEEN CYPRIOT RESIDENT AND NON-RESIDENT COMPANIES
On the basis of the practice of the tax authorities in Cyprus, a company is considered tax-resident in Cyprus, if at least one of its directors is resident in Cyprus for tax purposes. This somewhat contradicts the principles of "place of effective management", according to which a company is considered tax resident in Cyprus, if the majority of the directors are resident in the island nation for tax purposes, and the company is effectively managed from Cyprus. The assessment of this status is based on an examination of a combination of factors (management of bank account, rights delegated by power of attorney, existence of a real office, employees, etc.).In cases where the majority of a company’s directors are not resident in Cyprus for tax purposes, the company can apply to the tax authority to be granted non-resident status. This is a separate procedure, and an application can be made to the tax authority once the company has been incorporated. In this case, the majority (or preferably all) of the company directors must be non-resident in Cyprus for tax purposes.
ADVANTAGES OF NON-RESIDENT STATUSـ Companies with non-resident status do not pay corporation tax. They recceive exemption, and,
therefore, are not subject to the 12.5% tax on profits.ـ The company has a tax number, and as such is able to open bank accounts both locally and abroad.
This will be particularly important from 2019, when all companies (both offshore and non-offshore) will be required to provide the banks with official certificates confirming their tax numbers.
DISADVANTAGES OF NON-RESIDENT STATUSـ Non-resident companies are not subject to Agreements for the Avoidance of Double Taxation, and as
such can not take advantage of any of the benefits offered by such agreements, e.g. in the case of holding companies.
ـ Non-resident companies are not subject to VAT, and can not, therefore, obtain EU tax numbers, as a result of which operations within the EU can be difficult.
FOR WHAT BUSINESS PURPOSES CAN THE NON-RESIDENT CYPRIOT COMPANY BE RECOMMENDED?
ـ Trading activities, provision of certain services between third party countries.ـ Investment in long-term funds, holding of investments, asset management.
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HONG KONGINCORPORATION DATASHEET1. Method of incorporation / registration Companies are incorporated by the subscribers.2. Company legal form Private Limited Company by shares3. Company status Resident Company4. Source of corporate legislation The Companies Ordinance5. Possible suffixes to company name All names must end in “Limited”.6. Restrictions on company name The terms Royal, Bank, Government etc. may not appear in the company name.7. Time required for incorporation Min. 6 weeks.8. Number of directors Min. 19. Number of shareholders Min. 110. Capitalisation Min. 1 HK$, there is no maximum restriction on the share capitals.11. Accounting / reporting requirements Yes. Audited accounts are required.12. Type of shares Registered.13. Annual tax and duties 416 USD14. Information publicly available Registered office, company secretary, Memorandum & Articles of Association,
directors, annual return, shareholders.15. Disclosure of beneficiaries Not required.16. Registered office Local registered office is required by law.17. Registered secretary / agent Resident secretary is required by law.18. Double tax treaty Hong Kong has DTTs with mainland China and a number of countries for shipping and aviation.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES *
Incorporation fee 239 USD Registered office and local company secretary 900 USD
International authentication 160 USD Annual business registration and filing 416 USD
Legal expenses, filing fees and stamp duties 70 USD Annual return filing fee 150 USDIssuing of share certificates and initial minutes and forms 50 USD Due diligence checking fee 300 USD
Corporate seal 50 USD* The annual fees for the first year of existence of the company are payable prior to registration. Subsequently the amount of 1766 USD is payable annually, beginning from the second year of existence of the company.Non-payment of the annual fees results in the company being struck off the Company Register.Courier fees 85 USD
Subtotal: 654 USD Subtotal: 1766 USD
Total: 2420 USD
The amount of 2420 USD includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and local company secretary for one year, fixed annual tax and duty for the first year, delivery of the company documents to the relevant office of the LAVECO Group, luxury handmade leather corporate kit containing the following documents: 2 x Certificate of Incorporation (one of which is certified by Apostille), Memorandum and Articles of Association with Apos-tille, fresh Company Particulars Report with Apostille, appointment of first directors, minutes of the meeting of directors founding the company, minutes of shareholders’ meetings, share certificates, registers of directors and shareholders, company seal and company stamp. The price contains no hidden costs!
OPTIONAL COSTS Nominee director 1250 USD Power of Attorney with Apostille certification 590 USD
Nominee shareholders 290 USD Extract of Public Registry + Apostille 590 USD
Notarial Certification 325 USD Certificate of Good Standing + Apostille 590 USD
Notarial Certification with Apostille 395 USDIn cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
SHELF COMPANY PACKAGE OR NEW COMPANIES WITH NOMINEES
Formation fees including annual fees for the first yearReady made Hong Kong company with nominee shareholder, nominee director and notarised Power of Attorney 4550 USD
Fees payable from the second yearRegistered office and registered agent, nominee shareholder, nominee director and notarised Power of Attorney, Due diligence checking fee
3896 USD
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MALTA
INCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the shareholders of the
company. The minimum number of shareholders is 1, but 2 is the norm.2. Company legal form Private Limited Company by shares.3. Company status Resident Company by shares.4. Source of corporate legislation The Company Act of 1995.5. Possible suffixes to company name Ltd., Limited.6. Restrictions on company name The terms Bank, Insurance, Global, National, Imperial, European, Cooperative, World-wide,
Investment, Financial and Trust may not appear in the company name.7. Time required for incorporation 3 - 4 weeks. 8. Number of directors Minimum 1 of any nationality.9. Number of shareholders Minimum 1 but 2 is the norm.10. Capitalisation No minimum requirement, standard amount is 1500 EUR of which 20% must be paid up.11. Accounting / reporting requirements Audited accounts are required annually.12. Type of shares Registered.13. Annual tax and duties The stndard corporate tax rate is 35%; the effective rates are 0/5/10% and 100-1400 EUR annual
duty (depending ont he capitalization) in case the company was active in the subject year. 14. Information publicly available Registered office, directors, secretary, shareholders.15. Disclosure of beneficiaries Not required.16. Registered office Registered office is required by law.17. Registered secretary / agent Company secretary is required by law, should be a private person.18. Double tax treaty Malta has an extensive network of DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES OTHER FEES
Incorporation fee 650 EUR Registration of shareholders: 180 EUR
Share capital paid up fee* 300 EUR(minimum price) Registered office: 650 EUR
Notarial certification 120 EUR Company secretary: 650 EUR
International authentication (Apostille) 120 EUR Annual tax and duties: 0/5/15/35% of net profit**
Legal expenses, filing fees and stamp duties 240 EUR Due diligence checking fee: 300 EUR
Issuing of share certificates and initial minutes and forms 80 EUR
* In case of 1500 EUR authorised capital.** and 100 EUR in case the company was active in the subject year.
Compulsory Tax Registration Fee 200 EUR
Corporate seal 50 EUR
Courier fees 50 EUR
Subtotal: 1810 EUR Subtotal: 1780 EUR
Total: 3590 EUR
The amount of 3590 EUR includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and secretary for 1 year, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation, Memorandum & Articles of Association, copy of Certificate of Incorporation and Memorandum & Articles of Association authorized with Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of directors, secretaries and shareholders, company seal, company stamp. The price contains no hidden costs.
ANNUAL FEES***Registered office 650 EUR
*** The annual fees for the first year of existence of the company are payable prior to registration. Subsequently the amount of 1685 EUR is payable annually, beginning from the second year of existence of the company. Non-payment of the annual fees results in the company being struck off the Company Register.**** and 100 EUR in case the company was active in the subject year.
Company Secretary 650 EUR
Annual tax and duties 0/5/15/35% of net profit****
Due diligence checking fee 300 EUR
Registration fee 85 EUR (minimum price)
Subtotal: 1685 EUR
OPTIONAL COSTSNominee director (private person) 1250 EUR Special Power of Attorney with Apostille (director is private person) 490 EURNominee shareholder 990 EUR Notarial Certification or Apostille 190 EURCertificate of Tax Residence 375 EUR Certificate of Good Standing 290 EURAccounting & auditing fees Varies according to the number of transactions involved.
In cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
All the above fees are subject to 19% VAT
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MARSHALL ISLANDS
INCORPORATION DATASHEET1. Method of incorporation / registration The Memorandum and Articles of Association must be signed by the subscribers. The sub
scriber must be a local person licensed for the purpose. 2. Company legal form Private Limited Company by shares3. Company status Exempt4. Source of corporate legislation Marshall Islands Associations Law of 1990.5. Possible suffixes to company name Ltd., Limited, Incorporated, Inc., Company.6. Restrictions on company name The terms Bank, Imperial, Insurance, Trust, Trustee, Chamber of Commerce and Royal may
not appear in the company name.7. Time required for incorporation 2 - 3 weeks. *8. Number of directors Minimum 1 of any nationality.9. Number of shareholders Minimum 1.10. Capitalisation No minimum.11. Accounting / reporting requirements Not applicable.12. Type of shares Bearer or registered.13. Annual tax and duties No annual tax or duties.14. Information publicly available Registered office and registered agent.15. Disclosure of beneficiaries Not required.16. Registered office Local registered office is required by law.17. Registered secretary / agent Local registered agent is required by law.18. Double tax treaty Exempt companies are not subject to DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES **
Incorporation fee 390 USD Registered office and registered agent 995 USD
Notarial certification 160 USD Annual tax and duties 0 USD
International authentication (Apostille) 160 USD Due diligence checking fee 300 USD
Legal expenses, filing fees and stamp duties 115 USD ** The annual fees for the first year of existence of the company are payable prior to registration.Subsequently the amount of 1295 USD is payable annually, beginning from the second year of existence of the company.Non-payment of the annual fees results in the company being struck off the Company Register.
Issuing of share certificates and initial minutes and forms 70 USD
Corporate seal 50 USD
Courier fees 50 USDSubtotal: 995 USD Subtotal: 1295 USD
Total: 2290 USD
The amount of 2290 USD includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, provision of registered office and registered agent for 1 year, luxury leather corporate kit containing Certificate of Incorporation with Apostille, Memorandum & Articles of Association authenticated by Registrar, Appointment of First Directors with Notary Public authentication, share certificates, initial forms and minutes, and 2 company seals. The price contains no hidden costs.
OPTIONAL COSTSNominee director (private person) 1250 USD Power of Attorney with Notarial Certification 490 USDNominee shareholder 290 USD Notarial Certification or Apostille 160 USDCertificate of Incumbency 330 USD Certificate of Good Standing 330 USDIn cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
* In the Marshall Islands it is possible to order "express" company incorporation. The surcharge for express incorporation is 500 USD, and the process takes 72 hours.
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PANAMA
INCORPORATION DATASHEET
1. Method of incorporation / registration The Subscribers incorporate the company and nominate the directors.2. Company legal form Private Limited Company by shares3. Company status Resident company4. Source of corporate legislation Civil Law, Law Number 32 of 1927 on Corporations and others.5. Possible suffixes to company name All names must end with S.A., Inc., Corp.6. Restrictions on company name A special licence is needed if the words Finance, Trust or Insurance appear in
the company name. The terms Ltd. and Limited may not appear in the company name.
7. Time required for incorporation 5 - 6 weeks.8. Number of directors 3 of any nationality.9. Number of shareholders Minimum 1.10. Capitalisation There are no restrictions on the share capital.11. Accounting / reporting requirements Panamanian companies are not required to keep accounts.12. Type of shares Registered.13. Annual tax and duties 300 USD14. Information publicly available Registered office, registered agent, Memorandum & Articles of Association,
directors15. Disclosure of beneficiaries The identity of the beneficial owners does not have to be disclosed.16. Registered office Local registered office is required by law.17. Registered secretary / agent Local registered agent is required by law.18. Double tax treaty Panamanian companies are not subject to Double Tax treaties.
COMPULSORY COSTS (payable prior to registration)
FORMATION FEES ANNUAL FEES *Incorporation fee 500 USD Registered office and registered agent 1200 USDNotarial certification 95 USD Annual tax and duties 300 USD
International authentication (Apostille) 95 USD Due diligence checking fee 300 USD
Legal expenses, filing fees and stamp duties 50 USD Regulatory Expenses 350 USD
Issuing of share certificates and initial minutes and forms 50 USD Annual Accounting Declaration 100 USD
Corporate seal 50 USD * The annual fees for the first year of existence of the company are payable prior to registration.Subsequently the amount of 2250 USD is payable annually, beginning from the second year of existence of the company.Non-payment of the annual fees results in the company being struck off the Company Register.
Courier fees 50 USD
Subtotal: 890 USD Subtotal: 2250 USDTotal: 3140 USD
The amount of 3140 USD includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, provision of registered office and registered agent for 1 year, annual tax for the 1st year, luxury leather corporate kit containing Certificate of Incorporation with Apostille, Memorandum & Articles of Association authenticated by Registrar, Appointment of First Directors with Notary Public authentication, share certificates, initial forms and minutes, and 2 company seals. The price contains no hidden costs!
OPTIONAL COSTS
Nominee director (3 private persons) 1250 USD Power of Attorney 590 USDNominee shareholder 295 USD Notarial Certification or Apostille 250 USDCertificate of Good Standing 495 USD Certificate of Incumbency 650 USDIn cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
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THE SEYCHELLESINCORPORATION DATASHEET1. Method of incorporation/registration The Memorandum and Articles of Association must be signed by the subscriber. The subscriber must be
a local person licensed for the purpose. 2. Company legal form Private Limited Company by shares3. Company status International Business Company (IBC).4. Source of corporate legislation International Business Company Act,19945. Possible suffixes to company name Limited, Ltd., Corp., Corporation, Incorporated, Inc., S.A.6. Restrictions on company name The terms Bank, Imperial, Royal, Insurance, Chamber of Commerce, Municipal and Trust may not ap-
pear in the company name.7. Time required for registration 2 - 3 weeks8. Number of directors Minimum 1 of any nationality9. Number of shareholder Minimum 110. Capitalisation No minimum requirements.11. Accounting / reporting requirements Accounts not required, but documents of transactions must be kept.12. Type of shares Registered13. Annual tax and duties Minimum 100 USD if the authorized capital less than 100 000 USD14. Information publicly available Registered office and registered agent15. Disclosure of beneficiaries Not required.16. Registered office Local registered office is required by law17. Registered secretary / agent Local registered agent is required by law18. Double tax treaty Seychelles IBCs are not subject to DTTs.
COMPULSORY COSTS (payable prior to registration)FORMATION FEES ANNUAL FEES *Incorporation fee 100 USD Registered office and registered agent 780 USDNotarial certification 100 USD Annual tax and duties 100 USD
International authentication (Apostille) 110 USD Due diligence checking fee 300 USD
Legal expenses, filing fees and stamp duties 100 USD Annual accounting declaration 100 USD
Issuing of share certificates and initial minutes and forms 80 USD * The annual fees for the first year of existence of the company are payable prior to registration. Subsequently the amount of 1280 USD is payable annu-ally, beginning from the second year of existence of the company.Non-payment of the annual fees results in the company being struck off the Company Register.
Corporate seal 50 USD
Courier fees 50 USD
Subtotal: 590 USD Subtotal: 1280 USDTotal: 1870 USD
The amount of 1870 USD includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, registration-related administration, provision of registered office and agent for 1 year, annual tax for the 1styear, delivery of the company documents to the relevant office of the LAVECO Group, handmade luxury leather corporate kit containing the following documents: Certificate of Incorporation, Memorandum & Articles of Association, Appointment of First Directors, bound copy of the 3 documents mentioned above with notary public and Apostille, minutes of directors’ and shareholders’ meetings, share certificate(s), registers of directors and shareholders, company seal, company stamp The price contains no hidden costs!
OPTIONAL COSTS Nominee director (private person) 1250 USD Power of Attorney with
Notarial Certification 490 USDNominee shareholder 0 USD Notarial Certification or Apostille 160 USDCertificate of Incumbency - if the Registered Agent is LAVECO 130 USD Certificate of Good Standing 330 USD
Certificate of Incumbency - if the Registered Agent is not LAVECO 330 USD
In cases where the company has more than 3 private individuals or more than 2 private individuals and one company in its structure (directors, shareholders, attorneys, UBOs together), an additional DD fee of EUR 100 for each private individual and an additional fee of EUR 500 for each company in the structure is applicable. It also refers for all companies, that are behind the direct owners.
Annual data administration and processing feesData administration fee 195 USDData processing feeCategory I: dormant (no transactions)
100 USD (25 USD / quarter year)
Category III: middle-sized company (26 -75 transactions/ year)
400 USD (100 USD / quarter year)
Category II: small company (1 – 25 transactions/ year)
200 USD (50 USD / quarter year)
Category IV: big company (76 – 150 transactions / year)
600 USD (150 USD / quarter year)
LAVECO LTD. is pleased to offer its clients shelf companies in the Seychelles, which are available at the same price. In the case of purchase of a shelf company the paperwork and documentation involved can be completed in 1 week. Contact our office for details and a list of shelf companies!
SHELF COMPANY PACKAGEFormation fees including annual fees for the first yearReady-made Seychelles company with nominee director, nominee shareholder and notarised Power of Attorney 3610 USD
Fees payable from the second yearAnnual tax and duies, registered office and registered agent, nominee director, nominee shareholder, notarised Power of Attorney, Due diligence checking fee and Annual accounting declaration
3020 USD
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Flag Jurisdiction Formationfees
Fee for Registered Office and Registered
Agent
Annual Taxand Duties
Antigua Price on request!
Barbados Price on request!
Bulgaria 1200 EUR 60 EUR / month min. 6 months
10% of net profit
Cayman - Islands(Exempt) Price on request!
Cook - Islands Price on request!
Delaware - LLC Price on request!
Gibraltar Price on request!
Grenada Price on request!
Isle of Man(Exempt) Price on request!
Liberia Price on request!
Liechtenstein(A.G.) Price on request!
Liechtenstein(Anstalt) Price on request!
OTHER JURISDICTIONS
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Flag Jurisdiction Formationfees
Fee for Registered Office and Registered
Agent
Annual Taxand Duties
Mauritius Price on request!
Montserrat Price on request!
Nevada - LLC Price on request!
New York - LLC Price on request!
Saint Vincent& Grenadines Price on request!
St. Kitts & Nevis Price on request!
Turks & Caicos Price on request!
Utah - LLC Price on request!
Vanuatu Price on request!
Washington D.C. - LLC Price on request!
Wyoming - LLC Price on request!
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TEL / FAX / MAIL FORWARDING SERVICES
LAVECO LTD. renders tel/fax/mail forwarding services to its customers (that is, companies incorporated with the assistance of LAVECO LTD.) These services include:
- providing the company with a postal address, and telephone and fax numbers in the country of incorporation or in another country,- receiving, holding and forwarding correspondence received in the company's name.
When a client takes advantage of this service, LAVECO LTD. guarantees full confidence, precise and prompt forwarding of information, proper preparation of documents, and observance of the client's instructions.
In order to use the tel/fax/mail forwarding services offered by LAVECO LTD. the client is required to fill in an order form for these services, a copy of which is included with this material and to make the necessary payment according to an invoice which will be drawn up by LAVECO LTD.
When might it be desirable or necessary to use the tel/fax/mail forwarding services?
To increase the prestige of the company: An offshore company is usually acquired in order to do business in different countries. Naturally, the company needs to have a respectable image in order to proceed with serious business activities. It goes without saying that a com-pany with an office ( i.e. an address and telephone and fax numbers) in a large European or American city will command greater respect and be treated more seriously than a company which has only a postal address on a small remote island. In the case of a company with an office in Europe or America it is very difficult to determine the exact place of incorpora-tion - a fact which may be very useful in creating a more appropriate international image for the company.
To increase confidence in the company: The use of the tel/fax/mail forwarding services may be very useful for citizens of countries in which the postal service works slowly and inefficiently; in such countries there is a very real danger of company correspondence (such as contracts, bank statements etc.) being lost or sent to the wrong address, which may have very serious consequences. By holding all correspondence in the office provided for the company within the framework of the tel/fax/mail forwarding services, and forwarding it by courier at regular, pre-arranged intervals, the risk of correspondence being lost or mislaid is practically eliminated . The use of the tel/fax/mail forwarding services is also indispensable for residents of those countries or states where the use of offshore companies is strictly controlled, restricted, or even prohibited. The postal address, and telephone and fax numbers provided within the framework of the tel/fax/mail for-warding services can be used in contracts and invoices, and thus help to distract the attention of the tax authorities from the company's true country of incorporation. In such cases, the impression created is of a company entirely managed from abroad (i.e. from the office in Europe or America).
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How do the tel/fax/mail forwarding services work?
The holding and forwarding of correspondence: All correspondence (letters, packages, parcels) received by a company (client) at the address provided by LAVECO LTD. within the framework of the tel/fax/mail forwarding services is either held at this address or forwarded by ordinary or registered post or by courier according to the instructions given by the client.
The transmission of information by fax: All information received by fax by a company (client) on a fax number provided by LAVECO LTD. within the framework of the tel/fax/mail forwarding services is either held by LAVECO LTD. or transmitted by fax to a pre-arranged fax number, according to the instructions of the client.
The transfer of information received by telephone: In the event of a client of LAVECO LTD. receiving telephone calls on the telephone number provided within the framework of the tel/fax/mail forwarding services, a qualified secretary takes the call. A message can be taken in the name of the client (company); when required, the secretary can pass on information, which he has been authorised to do by the client, to the caller; any information received from a subscriber can then be passed on to the client.
Expenses connected with the use of the tel/fax/mail forwarding services.
We should emphasise at this point that the use of the tel/fax/mail forwarding services is entirely optional, i.e. additional, and not obligatory for the clients of LAVECO LTD. The service is available both to new clients of the Company and to those who acquired their company at an earlier date.Expenses incurred when using the tel/fax/mail forwarding services can be divided into two groups:
Fixed expenses: these include the fees charged by LAVECO LTD. for the provision of a postal address/tele-phone/fax for the client. The amount of this fixed fee is laid down in the order form for the tel/fax/mail forwarding ser-vices, and is payable at regular intervals determined in the form (annually or half-yearly). The amount is fixed and inde-pendent of the actual use of the service by the client.
Working expenses: these include expenses incurred during the forwarding or transmitting of correspondence and information (postal expenses, telephone and fax charges).
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We are sure that using the tel/fax/mail forwarding services provided by LAVECO LTD. will raise the inter-national image of your company and make it easier for your business to build up the necessary confidence in it. Should you require any further information, please contact the experts at LAVECO LTD., who will be glad to offer
their assistance.
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FEES FOR SECRETARIAL SERVICES
SERVICES (Basic Fees)*
JURISDICTION MAILFORWARDING
SHARED LINE(Tel+Fax, 2 Numbers)
DEDICATED LINE(Tel+Fax, 2 Numbers) DEPOSIT **
USA - Dover 240 USD/year 360 USD - 200 USD
UK - London 110 GBP/month160 GBP / month + 1 GBP message or fax
forwarding fee- 300 GBP
HUNGARY - Budapest 240 EUR 480 EUR 960 EUR 200 EUR
CYPRUS - Larnaca 240 EUR 360 EUR 960 EUR 200 EUR
N.B. * The fees indicated below include only the basic service fees and do not include postage, telephone, fax, expenses etc. ** The purpose of the deposit is to cover the expenese connected with mail, tel/fax forwarding (postage expenses, processing of fax messages, international calls, courier fees where applicable, etc.). Any amount remaining at the end of the period of service will be refunded.
SERVICE FROM EUROPE FROM AMERICA
Mail forwarding (registered mail) Postal delivery fee + 25% Postal delivery fee + 25%
Forwarding of fax messages 3.5 EUR / page 4.5 USD / page
Relaying telephone messages 9.5 EUR / message 9.5 USD / message
Courier services Courier delivery fee + 25% Courier delivery fee + 25%
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Attention!
This general information material is protected under copyright. The written consent and permission of the authors is required for the copying or reproduction of the whole or any part of this general information material by any means, as well as for the utilisation of the contents of this general information material in other publications. The authors assume no responsibility for any typing, setting or printing errors that may occur in the material.
© LAVECO Marketing Ltd., Belize
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