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BUSINESS ESTABLISHMENT

1. Setting up a branch of a foreign company in Greece

2. Company Incorporation - Greece

    2a. S.A company

    2b. Limited liability company

    2c. Setting up a Limited Partnership (E.E.)

3. Company Incorporation - Cyprus

4. Company Incorporation - Austria

5. Company Incorporation - Belize

6. Company Incorporation - Bulgaria

7. Company Incorporation - Dubai

8. Company Incorporation - Gibraltar

9. Company Incorporation - Luxemburg

10. Company Incorporation - Panama

11. Company Incorporation - Romania

12. Company Incorporation - Andorra

13. Offshore Companies and Trusts

14. "Out-of-the-shelf companies"



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1. Setting up a branch of a foreign company in Greece

The establishment of branches of foreign companies in Greece is governed by the following provisions:
  1. Article 50 Law 2190/20
  2. Article 57-58 Law 3190/55
  3. Presidential Decree 360/93.
According to the above provisions, the types of foreign companies that can establish a branch in Greece are A) the S.A. companies i.e. companies limited by shares with share capital of €60.000 or more. B) Limited Liability companies with share capital of at least €18.000.
The requirements are identical for both:
  1. Resolution of the relevant corporate body for the establishment of a branch in Greece
  2. Articles of Association of the foreign company, including the Memorandum of Association and any amendments thereof.
  3. Certificate of the competent authority (e.g. Companies House) of the country where the company has its seat for the amount of the share capital paid (minimum €60.000 or €18.000 respectively according to the type of company).
  4. Certificate of the competent authority of the country where the company maintains its registered seat stating that the company is in operation, its licence is valid and it is not subject to liquidation.
  5. Notarial act (or act certified by consulate) for the appointment of an Attorney (legal representative).
  6. Certificate proving the identity of the legal signatories of the company wishing to establish a branch.
  7. Fee for publication in the Government Gazette (€240).
  8. Registered address of the branch in Greece.
  9. Branch name (if other than the company's).
  10. Jurisdiction to which the company is subject to.
All documents must be "apostilled" (i.e. certified by the Embassy with the Hague Convention Stamp) and officially translated into Greek by the Ministry of Foreign affairs or by a lawyer.


The main characteristics of a branch / agency of a foreign company limited by shares (A.E.)

It is a branch of a foreign A.E. company with permanent representation in Greece. It does not have its own legal personality but its activity is performed in the name of the foreign A.E., which as legal entity is governed by the laws of the country where it has its registered office. The Branch can carry out any act envisaged at the Articles of Incorporation of the foreign A.E., except in case there is a respective limitation at the Power of Attorney for the appointment of the legal representative in Greece. It may be incorporated upon an approval by the Ministry of Commerce and a registration in the Registrar of companies limited by shares together with all publication formalities.

The establishment of a Branch in Greece of a foreign A.E. is deemed to be a "permanent establishment" in Greece. For this reason all the income of the branch is subject to taxation and it should submit a taxation statement every year together with the balance sheet of the foreign company. Its profits are taxed as the profits of local A.E. There is no need for a distribution of profits since it has integrated accounts with the foreign A.E. It is subject to V.A.T.


The main obligations of a branch of the foreign companies during their operation in Greece?

To notify the respective Prefecture:
For every modification of the data which have been submitted at the competent authority for the establishment (change of the foreign company's registered office etc.)
A copy of the annual balance sheet of the foreign company.
A record for its operation in Greece during the financial year of the respective balance sheet.
The Branch should maintain separate Books and draw up a balance and profit-loss account every year. According to article 4.2 of the Tax Records Code (Ê.Â.Ó), all companies limited by shares and companies of limited liability, local and foreign ones, should maintain "third category books".



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2. Company Incorporation - Greece

Greek company law is based on the French system. The major types of companies under Greek Law are the equivalents of the French:
  1. Societé à Responsabilité Limité ( S.A.R.L.)
  2. Societé en Nom Collectif
  3. Sociteté en Commandité
  4. Societé Anonyme
Below are listed respectively the Greek equivalents of the above together with their main characteristics.
  1. Etairia Periorismenis Efthinis (E.P.E.) Main Characteristics. The E.P.E. is by law a commercial company governed by L.3190/55 as amended. The minimum share capital is 18.000€. The capital is not devided by shares. Advantages
    • Limitation of liability
    • en Nom Collectif
  2. Omorithmi Etairia
  3. Eterorithmi Etairia
  4. Anonimi Etairia


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2a. S.A. Company

The term S.A. represents the Greek "Anonimi Etairia" because it resembles to the French "Societe Anonyme". It has been copied from the French commercial system back in the 19th century. The basic legislative enactment covering this type of company is law 2190/20 which has been modified numerous times. The equivalent in the common law system is a company limited by shares. The S.A. or more correctly "A.E." is a company commercial by law i.e. regardless of its object. The minimum share capital is €60.000. Although the "A.E." is has been originally designed as a vehicle for large corporations it has been developed as the most flexible and advantageous company type and it is very often adopted by "one man businesses". The governing authority for the S.A. companies is the ministry of commerce represented by the Prefecture. Its main advantages are:
  • Limited liability
  • The shares are freely transferred
  • Its management may be separated from the ownership of its shares
  • tax advantages
Steps for the establishment of an S.A. Company (A.E.) until the initiation of its activities:

A. Drafting of articles of association (by a lawyer). SEE OUR EXAMPLE DRAFT In the final provisions of the articles of association a natural person is authorized by the founders to act on behalf of the company under formation with regard to the remaining formalities.

B. Approval of business name by the relevant chamber of commerce (Athens, Pireaus, etc.). The business name may be a distinctive work in Greek or Latin characters apart from specifically excluded words (e.g. contract to the moral) the only limitation observed by the chamber of commerce is the previous existence of a business name applied for. Previous existence of the same name will not be an obstacle to new registration if it relates to a different business object. This is because the full legal name of an S.Á. always includes the principal business object of the company. The search on the names register of the chamber of commerce includes an initial reservation of the name for one month.

C. Signature of the notarial deed of corporation (articles of association) by its founders before a notary public.

D. The articles of association are submitted to the Prefecture which verifies that they have been drafted according to the provisions of law 2190/20. If the Prefecture has no objections of the contents of the articles they are approved. If the Prefecture has any objections or makes any changes to the content an additional notarial act has to be made which incorporates these changes. It is very common for the Prefecture to find mistakes or to suggest changes.

E. Payment of duty in favor of the competition authority. This is paid in a special account held by the competition authority in the National Bank of Greece. The duty amounts 1/1000th of the share capital of the newly formed company.

F. Verification of the articles of association by the relevant chamber of commerce.

G. Application to the Prefecture for subscription in the Register of S.A. companies. The application is drafted according to the sample of the Prefecture. Together with the application the copy of the articles of association verified by the Chamber of Commerce is submitted as well as the receipt proving payment of the duty in favor of the competition Authority. The Prefecture within x working days accepts the application and an "Announcement" of the Prefect approving the company's articles is given to the applicant. This "Announcement", which is formally considered as the "certificate of birth" of the new company, is addressed to the government Gazette.

H. Payment of the tax on the accumulation of the capital. This tax amounts to 1% of the share capital.

I. Payment of the publication fee in the Government Gazette. Both h. and i. are paid at the tax authority where the company will belong. Payment of these two fees is certified by two stamps that the tax authority puts at the bottom of the Prefecture's announcement.

J. Submission of the "Announcement" to the Government Gazette for publication. The Government Gazette provides the applicant with a reference code by which the publication can be traced. It usually takes 20 to 30 days for publication to take place. Although the publication is a formal requirement in Government Gazette and most authorities require copies of the G.G. for this period of formation the above reference code usually suffices for the initial period of formation.



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2b. Limited liability company

What is a Limited Liability Company?

A limited company is a separate legal entity created by incorporation. Its profits, losses, assets and liabilities are its own. The company is owned by its members (the shareholders) and run by the director or administrator whose assets are protected from loss if the business should fail. This is sometimes referred to as limited liability. Because a company has a life of its own the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of outside investors is simplified. Reasons for wanting or needing a limited company may include ownership of property, obtaining outside finance, taxation, status and protection from risk.


Limited company; advantages of incorporation

A registered company is a corporation i.e. a separate legal person distinct from shareholders. A Limited Company separates business risk from the shareholders personal assets whereas partners and sole traders remain liable personally for all business debts.

The company is owned by its members (the shareholders) and run by the director (or directors) whose assets are protected from loss if the business should fail. A company is a legal entity in its own right the business can continue despite the resignation or death of any directors or shareholders and the sale of the business or the introduction of investors is simplified.


Advantages of Limited Liability Company :

a) Liability for debts and contracts of the registered company are those of the company and not those of the members, whereas in the case of a partnership every partner is jointly and severally liable with the other partners for the entire firm's debts and obligations incurred while he is a partner.

b) A registered company exists until it is wound up. It is not affected by death, bankruptcy, mental disorder or retirement of any of its members.

c) Limited liability for the shareholders. Liability in the case of a company limited by shares is limited to the amount unpaid on the shares held.

d) Management of the company can be separate from ownership and therefore provides continuity after share holder changes.

e) The taxation of companies is often more 'flexible 'than other types of organizations. A Limited Company is liable only for tax on its profits, and this is payable by the Company and not by the directors or shareholders. The profits of a company are not therefore subject to personal taxation higher rates. Directors pay tax on their personal income. The Company is taxed on profits upon deduction of all expenses including directors' remuneration.

f) Companies enable tax planning, for directors holding shares, in the following areas:

  • Offshore tax planning
  • Pensions
  • Retirement
  • Inheritance Provision
  • Government grants and business expansion schemes
  • Personal loans
  • UK tax shelters
  • Investment planning

General principles that govern the Greek Limited Liability Company.
  1. It is considered as commercial by law, i.e. regardless of whether or not its activity is commercial. (article 3, Law 3190/1955)
  2. It has no "shares" in the way that the S.A. company does. It has "parts". This basically means that the personal element is very vivid in the Greek Ltd. So, there are significantly more restrictions in the transfer of "parts" of an Ltd than in the transfer of shares of an S.A.
  3. The minimum capital requirement is currently €18.000, and each "part" has a minimum nominal value of €30. (article 4, Law 3190/1955)
  4. The capital of the Ltd company may be formed by contributions in kind instead of cash (or by combination of both). To be acceptable, the contributions in kind must be of items capable of appearing in the company's accounts. The value of such contributions is determined by a committee of the prefecture, in the same way as for the S.A. companies. (Article 5, Law 3190/1955).
  5. The Articles of Association are signed before a Notary Public. Each transfer of a "part" is also made by a notarial act.
  6. The controlling authority for Ltd companies is the Court of First Instance competent for the area where the company has its registered seat.
  7. There is a general obligation to publicize all amendments of the Articles of Association which are subsequently also registered in the Book kept by the Court of First Instance.
  8. The Ltd is governed by the General Meeting of the shareholders. The G.M. is convened at least once a year within three months from the end of the financial year. Every member (i.e. holder of at least 1 "part") is entitled to take part in the G.M. and has one vote for each "part". Resolutions are made by majority of the number of members who must also altogether hold more than 50% of the share capital (double requirement).
  9. The management of the Ltd is assigned to one or more directors, who may or may not be members (part-holders) of the company. The appointment of the director(s) is made either by the Articles of Association or by a resolution of the General meeting, subject to publication requirements.
  10. In addition to the books kept by virtue of tax provisions, the company books kept by the Directors of a Ltd are: a) the book of members b) the book of G.M. resolutions c) the book of Director's resolutions.
Single-member Greek Limited Liability Company By virtue of article 43a of L. 3190/1955, which has been added by P.D. 279/1993, the Ltd may be formed by one natural person. The main additional requirements imposed to "Single-member Ltd companies" are:
  1. The full company name contains the phrase "Single-member Limited Liability Company".
  2. The G.M. resolutions are signed in the presence of a notary public who signs them too.
  3. All contracts signed by the Ltd, except the daily operational transactions, are registered in Minutes or made in writing.

Steps for the establishment of an Ltd Company (E.P.E.) until the initiation of its activities:
  1. Drafting of the Articles of Incorporation by a lawyer.
  2. Search (valid for one month) at the competent Chamber (of the company's registered office) for the availability and the legality to use the chosen corporate name and distinctive title.
  3. Verification of the draft of the Articles of Incorporation (signed by the Lawyer) by the appropriate Bar Association.
  4. Location of the registered address of the company (the exact address has to be included in the Articles of Association).
  5. Signature of the Articles of Incorporation by its founders (or from authorized, with Power of Attorney, persons) before a Notary Public. Necessary documents to be provided to the Notary Public are: the verified draft of the fees, taxation clearances for the founders and their Taxation Identification Number.
  6. Payment of the Tax on the Accumulation of Capital (1%) within 15 days from the date of signature of the Articles of Incorporation.
  7. Payment of the rights to the Lawyers' Fund and to the Lawyers' Social Security Fund.
  8. Verification of the original copy of the Articles of Incorporation by the competent Chamber of Commerce and Industry.
  9. Filing of the Articles of Incorporation within one month from its signature, with the Secretariat of the competent Court of First Instance for registration in the Book of Limited Liability Companies.
  10. Publication of a summary of the Articles of Incorporation in the Government Gazette.
  11. Registration of the company at the Chamber. The company has to be registered at the competent Chamber and pay its annual contributions. For the registration it is required:
    1. an application provided by the Registrar Department of the Chamber.
    2. a copy of the Articles of Incorporation, certified by the Court of First Instance.
    3. The Government Gazette for the publication of the summary of the Articles of Incorporation and
    4. Photocopies of the identity cards or passports of the partners and the administrator, in case he is a partner. If the partners and the administrator is a resident of a state outside the European Union, their residence and working permits should also be submitted.


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2c. Setting up a Limited Partnership (E.E.)

Main characteristics of a limited partnership (E.E.)

It is a personal, i.e based on the identity of its members and their personal property. It is a commercial company (only if it performs actual commercial activities, even if its aim is commercial), regulated by the provisions of Commercial and Civil Code. There is no need for a minimum capital contribution and it consists of one or more members with unlimited liability (omorrithma) and one or more members with limited liability (eterorrithma).
The members with unlimited liability are liable without any limitation and in full for the company's obligations and they have commercial capacity.
The members with limited liability are liable in full with the previous members but only up to the amount of their contribution. They cannot perform any administration activities or represent the company before any third party.
For the incorporation of an E.E., a contract (Articles of Incorporation) between at least two persons should be concluded - whether in private or notarial form (in case its members contribute to the company immovable property, the contract should be concluded in a notarial form) and publication procedures should be followed.


Advantages of a limited partnership (E.E.)

This type of company is preferred by those who desire to perform commercial activities of a small scale since there is no need to contribute large amounts of money.
The procedure for its incorporation as well as its operation is simple.
It gives to its members with unlimited liability the right to interfere actively in the company's management.
The members with limited liability enjoy all the rights of the members with unlimited liability (except for the right to manage and represent the company) whereas they are not liable jointly and severally and in full for the company's debts.
It does not fall under any state supervision; its operation is free from expenses since it does not have the obligation to follow publication procedures.
It can be dissolved instantly by any member with a simple extra-judicial statement under the condition that the member who terminates the contract untimely without any reasonable ground, has the obligation to compensate the others for the loss of any profits till its proper termination.


Which is the main disadvantage of a limited partnership (E.E.)?

A failure of a member with unlimited liability to provide proper administrative services endangers not only the contributions but also the personal properties of al others.


General fiscal matters

The limited partnership (E.E.) must file annual tax returns for the profits or losses ensued within the previous financial year and their apportionment between the members at the competent Tax authority.
The income and profits of an E.E. are contemplated to have been earned from\each member according to the percentage of his participation in the company's capital.
The net profits of an E.E. are taxed with a rate of 25%, upon deduction of the business fees of up to 3 partners, natural persons, with the highest participation. An additional tax is imposed on the income from real estate that is calculated with a 3% rate on the total gross income.
Together with the submission of the respective return and in case there are profits, a stamp duty of 1.50% on the profits is being levied. Furthermore, at the same time, the 1/5 of the respective tax is paid.
A limited partnership (E.E.) after its establishment, should maintain first or second category books of the Tax Records Code (Ê.Â.Ó) and only voluntarily third category books. An E.E. has the obligation to maintain third category Books only in case it surpasses a certain limit of annual gross profit. All the above mentioned Books should be certified by the competent Tax authority before use.



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3. Company Incorporation - Cyprus

Cypriot International Business Companies are officially henceforth based on the new tax legislation of the Republic of Cyprus (July 2002) and the Republic of Greece (December 2002) are considered Greek companies. Based on the Greek and Cypriot legislation these companies are not considered “offshore companies” and are not “black listed” or under combat status in any country in the world. Based on the new Cypriot Legislation, International Business Companies are now simply Cypriot companies and may be used for both internal (within Cyprus) and international activities for the following reasons:
  1. The benefits of international business companies have been extended to domestic companies as well and today there is no distinction between the two.
  2. All limiting scheme for activities exclusively in other countries outside Cyprus in force for the International Business Companies has been abolished.
  3. All beneficial tax treatment that International Business Companies enjoyed has been abolished under the scheme for uniform corporate tax 10% for all Cypriot Companies [RE: harmonization with EU]. Cypriot “International Business Companies” become fully acceptable after official approval by the EU (including Greece) and OEEC as legal international business vehicles.

The tax treaty of Greece with Cyprus and the New Tax Law of the Greek Republic (December 2002) – “Offshore companies”

Cyprus has concluded 52 bilateral tax treaties (including Greece) that the “internal legislation” of every contracting country (that is based on constitutional provisions they prevail against national legislation), thing that secures any incomes realized by Cypriot companies in transactions with Greek legal and physical persons.

It should be noted that the latest changes in the Greek Tax Legislation in force since 1/1/2003 and especially the (article 5., Law 3091/2002), based on which Cypriot International Business Companies are not considered offshore companies and do not fall under unfavourable tax provisions. [The black list of the Greek Ministry of Finance (companies registered in countries that are considered offshore) was published explanatory circular on 6.3.2003]. In addition, it should be noted that there is probably immediate need of reconstruction of the corporate structures in force that include offshore companies (BVI, Liberia, Panama, Isle of Man etc.) as well as the use of Cypriot International Business Companies or British companies (internal companies) to replace the existing offshore companies.

In general, the practical use of “offshore” companies in Europe ( directly) is considered complicated. The legal use of companies and/or companies structures (not “cheap” companies with low practical value and high legal risks) that have been established or pursue activities and companies that are founded in “cooperative” countries as is Cyprus or the United Kingdom (OECD and EU) having a broad network of bilateral treaties, modern and flexible tax and corporate legislation, low taxation (Cyprus) and that pay their taxes constitute the ONLY AND SUGGESTED SOLUTION OF TAX PLANNING WITHIN THE MODERN BUSINESS ENVIRONMENT.



THE USE OF A CYPRIOT INTERNATIONAL BUSINESS COMPANY BY ENTREPRENEURS IN GREECE
(without any change to the legal status / way of pursuing of activities within Greece)

Advantages of setting up a Cypriot International Business Company

Apart from the very low tax rates the following motives that led may enterprises and natural persons to set up Cypriot International Business companies should be pointed out:
  • The status of Cypriot Offshore Companies was abolished on 1/1/2003.
  • Cyprus is a member state of the European Union since the 1/5/2004. Cypriot companies enjoy now all additional advantages as well as the "protection shield" of the European Treaty (such as freedom of installation, provision of services, capital movement and payments) that aim at creating a Common Market within the Community.
  • The European Court of Justice has vigorously defended in recent ruling ("Cadbury - Schweppes" - September 2006 etc.) the freedom of installation, provision of services and capital movement as well as corporate payments registered in high taxation countries such as the United Kingdom or Greece and that use European companies registered in low taxation countries such as Cyprus or Ireland even if the reason of their installation is avoiding high taxation.
  • Cypriot companies are no longer considered Offshore Companies. They are European domestic companies that are not under any combating status from Greece, the EU or the OECD.
  • Invoices of expenses by Cypriot Companies are recognized in Greek Books and are deducted from the income of Greek enterprises (i.e. complications created by invoices issued by "offshore" companies and may not be deducted are avoided - L. 3091/2002 -).
  • The use of Greek language, being the official language of the Republic of Cyprus, the short distance from Greece (60 min. flight), the perfect infrastructure of the country as well as the high level of the field of provision of professional services and the banking field.
  • The strong banking secrecy (corner-stone of the Cypriot state policy).
  • Full protection of property & unanimity of holders (optional unanimity of each shareholder) - the data of the owners of Cypriot Companies are not registered / declared in no state authority - public fund.
  • Tax Authorities always extremely co-operative and friendly toward foreign investors.
  • Thirty-two (32) years of successful and stable fiscal policy as well as policy of attracting foreign investment.
  • Cypriot Legislation today (since August 2006) allows easy "reinstallation - transfer of the registered seat" from other countries - areas (including offshore companies) to Cyprus. This is useful for offshore companies as well, owners of Greek real estate property that wish to avoid the annual special tax of 3% on the value of the real estate property provided by L. 3091/2002.
  • Tax losses that are not set off with profits within the same fiscal year may be transferred and offset with future profits sine anno. In addition, tax losses may be set off with profits of other companies of the group provided a direct or indirect share relation of 75% exists.
  • Profits originating from shares selling or profits arising from permanent installation abroad or dividends from inland or abroad are not subject to corporate tax.
  • Foreign holders of Cypriot Companies are not burdened with extra taxes or duties apart from the corporate taxing on the taxable profits of the company.
  • Possibility of realising payments, dividends, interests and rights abroad with no tax burdens in combination with the broader Network of Intergovernmental Treaties of Prevention of Double Taxation remain a strong "trump card" for the Cypriot field of international activities.
  • Restructurings, consolidations and mergers of companies may be easily realized with no tax consequences.
  • Access & use of all 40 European Community Directives (plus another 39 that are currently under negotiation) of the intergovernmental treaty of prevention of double taxation, (especially the treaties concluded with Russia and Eastern Europe & Middle East countries).
  • Full liberation of transactions with foreign currency - no limitation regarding capital movement and payments.
  • Possibility of business activity within Cyprus (in the Cypriot market) or/and outside Cyprus, without need of issuing an extra license.
  • Possibility to be included in the VIES System (European VAT Register).
  • Possibility of establishing an office in Nicosia or other towns in Cyprus (in order to conduct local transactions) for direct investments or/and in order to provide increased reliability to the client's tax planning that presents especially high levels of profits of the Cypriot Company.


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4. Company Incorporation - Austria

A limited liability company (GmbH) is, by far, the most popular legal form for business enterprises in Austria which is very similar to the British Ltd or the German GmbH. However, the GmbH is also frequently used by even very large undertakings due to less rigorous regulations enabling the shareholder to exert greater influence and lower costs of incorporation and ongoing administration.

The incorporation of a GmbH requires the execution of a notarial deed of incorporation before an Austrian notary. This deed contains the articles of association or the declaration of the sole founder which document is signed by the founder (or any representative by virtue of a power of attorney; presence in Austria is therefore not required). The registration of the GmbH with the company registry marks the actual date of incorporation.


The following are required for the registration of a GmbH:
  • The articles of association including the corporate name, the registered domicile of the company, the business objects, the share capital (minimum €35.000, which has to be paid up at least in half, thus €17.500,. Often the articles of association include further provisions (i.e. a list of management actions that require prior approval by the shareholder, etc.) or some founders wish to harmonize the articles in line with any existing group standards or practices;
  • Shareholders' resolution appointing the directors of the company;
  • Translation of the documentation (documents are only accepted in German language i.e. otherwise a certified translation has to be filed with the commercial register);
  • List of the shareholders;
  • Clearance certificate issued by the local tax authorities;
  • Payment of the share capital, officially confirmed by the bank;
  • Specimen signatures of the managing directors;
  • Application to the company registry for the registration of the company;
  • In several cases, an expert opinion of the local chamber of commerce regarding the admissibility of the proposed company name is required.


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5. Company Incororation - Belize

Belize IBCs - Features and Advantages

Progressive legislation
The IBC Act was introduced in 1990 to implement competitive offshore legislation for Belize IBC's which was subsequently amended to reflect the changes required to provide efficient Belize offshore services.

Taxation in Belize on IBC Profits
According to the IBC Act of 1990, offshore companies are exempted from all taxes and stamp duties.

Efficient Incorporation / Registration
Belize incorporation is very efficient under normal circumstances, a Belize IBC can be incorporated in 2-3 working days.

Flexibility in company structure
There is no requirement for a secretary resident or otherwise and only one director or shareholder required for the company formation. Shareholder(s) and director(s) may be the same person/s and may be natural persons or legal entities. There is no requirement for appointing local shareholder(s) and director(s).

Privacy of identity of principals
The documents for Belize offshore establishments do not carry the name or identity of any shareholder or director. The names or identities of these persons do not appear in any public record.

Confidentiality
Shareholder(s) and/or director(s) nominee services are allowed to ensure confidentiality.

Shares and capital requirements
The register of the shares of Belize corporations may be kept up to date anywhere in the world as per directors' decision and make it available for inspection by the shareholders;
Shares can be issued with or without par value and in any recognizable currency; they may be paid up in cash or through the transfer of other assets or for other consideration. The standard share capital is USD 50,000 or an equivalent in another recognizable currency.

Minimum capitalization
The minimum paid in and issued capital may be one share which is fully paid. Meetings of shareholder(s) and director(s) There is no requirement for meetings of shareholder(s) and/or director(s). If however, shareholder(s) and/or director(s) desire to hold meetings these may be held by telephone or by any other electronic means of communication providing that all participants can clearly hear each other. Meetings in person, if judged, necessary can be held anywhere in the world.

Maintain company books and records in Belize
IBC records and accounts do not have to be held or filed with the authorities. If the shareholders, directors or officers decide to maintain such records or accounts, these may be held anywhere in the world.

Annual financial statements and other records
There is no requirement for any financial statements, accounts or records to be kept for a Belize IBC.If judged necessary by the director(s) or shareholder(s) these records may be held anywhere in the world.

Doing business with Belizean companies and residents
Belize IBC is restricted from doing business with Belizean residents or Belize corporations except where:

  • It makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, management or secretarial companies, investment advisors, or other similar persons or entities carrying on business within Belize.
  • It prepares or maintains books and records within Belize (if it decides to keep such books and records).
  • It holds within Belize, meetings of its directors or members (if it so desires).
  • It holds a lease on property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained (if so decided).
  • It holds debts obligations, shares or other securities in a Belize IBC or any other locally incorporated Belizean corporation.
  • Shares, debt obligations or other securities; in the company are owned by any person resident in Belize or by any Belizean IBC or any other locally incorporated company.
Business activities outside Belize
There are no restrictions for Belizean IBCs to carry on any legitimate business and investment activity whatsoever, with the exception of bank, insurance or trust businesses which require a special license.

Belize has the main package which provides all the essentials required to set-up a Belizean company. Belize also offers a package which includes nominee director services with a general Power of Attorney for those seeking a higher level of personal privacy. Various offshore banking and other additional (optional) services are also available for companies registered in Belize if required.

Our Main Package for an offshore company includes:
  • First year government filing fees
  • Certificate of Incorporation
  • Memorandum and Articles of Association
  • Letter of appointment of first director
  • Nominee shareholder (if required)
  • Declaration of Trust from the nominee shareholder (if required)
  • Minutes of the first meeting of the founders
  • Share Certificates
  • Register of shareholders
  • Register of directors
  • Registered agent services, (first year)
  • Registered office, (first year)
  • Apostille set of the incorporation documents
  • International express delivery

About Belize
A former British colony known as British Honduras, Belize gained its independence in 1981. While it retains links with England, Queen Elizabeth II is the Belizean Head of State; executive power now lies with the elected Prime Minister.

Government
Every five (5) years, political parties contest the general elections for the opportunity to form the government. The party which wins enough seats to control the legislature is invited to form the government by the Queen's representative, the Belizean Governor General.
The leader of the majority party is appointed Prime Minister and he selects his cabinet, usually from among his party members who have contested and won their constituency in the elections. The Prime Minister and his cabinet are responsible to the legislature which consists of all 28 elected members and from all parties.
The legislature is responsible for the enactment of the countries laws. The second House within the parliament is the Senate. The senate consists of five appointments by the Government, two appointments by the opposition and one appointment by the Belize Advisory Committee.
On attaining independence, Belize got its own constitution by which the country is guided. Notwithstanding the constitution, the laws are based on British Common law and Statute. The legislature enacts new statute or amends existing statute from time to time as deemed necessary.

The Judiciary
The Governor General, who is the Queen's representative as Head of State, must be Belizean by law. Among his responsibilities is to appoint a Judiciary which is independent of the executive branch and the Legislative branch of Government. There is an established court hierarchy which consists of six judicial districts with wide jurisdiction, and district courts which exercise jurisdiction over civil matters.

Appeals are first heard by the Supreme Court, further appeals are heard by the Court of Appeal and finally if necessary by the Privy Council in England.

Infrastructure
International travel to Belize may be by the five international carriers which provide daily service to the international airport at Belize from the United States and Central America.
Telephone, telex and telefax communications facilities to and from Belize are available and provided by the monopoly, Belize Telecommunications Ltd (BTL). BTL also make available, throughout most of Belize, internet access from a satellite earth station at the capital, Belmopan.
Express deliveries through international courier services are well established. Electricity at 110/220 volts, guaranteed by Belize Electricity Ltd. (BEL) is provided through most of the more populated centers of the country. There are on-going projects to expand the Belizean Electricity Grid.
Water, while available, shortages may be experienced in the low rainfall areas from time to time. Bottled or boiled water is recommended for drinking.

Business and the Economy
Belize was traditionally an agricultural economy. The major crops being bananas, sugarcane and citrus, have been affected by changes in trade regimes which offered preferential market access to major markets.
A diversification effort has been launched to widen the economic base. Resources are now used for the development of the tourism, manufacturing and financial services sectors.
Targeting an eco-tourism market is the strategy employed by government. Visitors are encouraged to exploit the scuba diving and fishing off the Barrier Reef off the east coast of Belize in the Caribbean Sea. The Belize Barrier Reef is the longest of its kind in the northern hemisphere and second in the world.
Also of tourism interest are the ancient Mayan Ruins, which have the highest concentration in Central America.
The northern border of Belize with Mexico is of strategic importance to the expansion of the manufacturing sector. The North American Free Trade Agreement, NAFTA, which has created the largest trading bloc in the world, provides for easy and duty free access to US markets with trucking of goods through Mexico to the southern border of the U.S. The deep water port at Belize City also provides an alternative mode of transportation for components and finished products.

Financial Services
The Financial Services Sector is supported by creative legislation enacted by parliament to encourage investment in offshore international enterprises or the Belizean IBC. Belize Incorporation of a Belize IBC under the International Business Companies Act of 1990 empowers investors to incorporate tax free Belizean companies with legitimate global business and investment interests or aspirations. Incorporating in Belize is simple. Since the passage of the IBC Act, Belize has emerged as a global location for offshore company formation.

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6. Company Incorporation - Bulgaria

Bulgaria

After Bulgaria's EU membership in 2007 it is considered a perfect opportunity for companies to enter the market of the European Union. The country enjoys NATO membership since March 2004.

Bulgaria is one of the most stable and predictable business and political environment in South-East Europe whereas it has the lowest operating costs in a European market economy. Industrial goods are traded duty free between Bulgaria and the EU, EFTA, CEFTA and Turkey. The corporate tax rate is just 15% and as low as 0% in areas of high unemployment. There is VAT exemption of equipment imports for investment projects over €5 million. The annual depreciation rate is 30% for machinery & equipment & 50% for software and hardware.

Another asset is the opportunity to buy land through a company registered in Bulgaria with up to 100% foreign ownership. The subsidies for infrastructure investment projects over €50 million. There are 55 treaties signed for avoidance of double taxation while there are 52 agreements on mutual protection and promotion of foreign investment. There are opportunities of highly skilled, English-speaking work force at competitive cost.

A limited liability company (with the suffix OOD)
  • At least 1 shareholder is needed to set up the company. The shareholders may be individuals or companies.
  • The minimum share capital is BGL 5,000, with the minimum nominal value of BGL 10 a share.
  • At least 70% of the capital must be paid up before registration.
  • The owners of the company are liable only for the amount of capital invested.
  • An annual shareholders' meeting must be convened at least once a year.
  • A director must be appointed for the company.

The Bulgarian Commercial law allows for the following types of business organizations:
  • an unlimited (general) partnership
  • a limited partnership
  • a private limited company
  • a public limited company (joint stock company)
  • a public limited partnership
  • a sole trader
  • a joint venture
  • a branch
  • a holding
  • a co-operation
  • a representative office

The most appropriate types of companies for carrying out business in Bulgaria are: a private limited company, a public limited company, a single-person private limited company, a holding, a branch, and a representative office. All of these (with the exception of a representative office) have to be entered into the commercial register kept with the relevant district court.

Private Limited Company - Limited Liability Company - OOD (Druzestvo s ogranichena otgovornost - DOO)
It is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital subscribed. A private limited liability company may be founded by one or more persons, including foreign natural or legal persons. The minimum foundation capital is Leva 5,000 divided into shares with nominal value of Leva 10 each and at least 70% of the capital must be paid upon foundation. Contributions to the foundation capital may be paid in cash or in kind. The statutory bodies of the private limited companies are the general meeting of shareholders, which must be held at least once a year, and the managing director or board of directors.
A single-person private limited liability company is called "EOOD". It is owned by a natural or a legal person. The sole shareholder exercises the powers of the general meeting and the managing director or board of directors is appointed to run the company. A private limited company must prepare a balance sheet and financial statements each year.

Here is a general explanation of what is needed to set up a private limited company in Bulgaria:
  • produce articles of association (Memorandum of Association - in the case of a single-person private limited company); the Law on Commerce stipulates the obligatory provisions of the articles
  • appoint a managing director (or board of directors)
  • paid up at least 70% of its authorized capital, including at least one-third of each member's contribution

This information together with details of the management is recorded in the commercial register and promulgated in the State Gazette.

Public Limited Company - joint stock company - AD
It is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital they subscribe. A joint stock company can be founded by two or more persons, including foreign natural or legal persons. The only exception to this rule is when the State is the only founder and, therefore, the sole owner of the whole capital of the company - in this case we have a single person public limited company (EAD).
The minimum capital of a joint stock company is Leva 50,000, increasing to Leva 100,000 if the capital is raised by a public offer.
In the general case of a registration of a public limited company, contributions to foundation capital may be paid in cash or in kind, in which case an independent valuation is required, and at least 25% of the capital must be paid upon foundation. A joint stock company may issue either registered or bearer shares. The general meeting of shareholders is the highest body of the company, and must be held at least once a year. The shareholder's meeting elects a board of directors (a one-tier management structure) or a board of directors and a supervisory board (a two - tier management structure). A public limited company must prepare a balance sheet and financial statements each year. Special statutory instruments provide additional requirements to the foundation of banks, insurance companies and investment funds in the form of joint stock companies.

Here is a general explanation of what is needed to set up a public limited company in Bulgaria:
  • have adopted articles of association
  • have all of its authorized capital fully subscribed
  • have paid up at least 25% of its authorized capital
  • have elected a board of directors, and
  • have met any other legal requirements

Details of the official business name and registered office of the company, its management bodies, and other facts related to its incorporation, existence and winding-up are recorded in the commercial register and promulgated in the State Gazette.

Holding
It is a public limited company, a public limited partnership or a private limited company with the purpose to participate in whatever form in other companies or in their management. At least 25% of the capital of a holding has to be entered directly in subsidiaries. A subsidiary means a company in which the holding owns or controls directly or indirectly at least 25% of the stocks or shares, or can appoint directly or indirectly more than 50% of the members of the managing body. The Law on Commerce explicitly names the activities, which a holding is allowed, and those not allowed to perform.

Branch
Foreign legal entities registered abroad, as well as foreign natural persons and entities that are not legal persons, can register a branch in Bulgaria provided they are registered as commercial entities in accordance with the relevant legislation in their home country. No authorized capital is required to found a branch. A branch is not a legal entity, it is part of the company - founder. Branches are obliged to maintain accounts as an independent company. A branch of a foreign company must prepare a balance sheet.

Representative Office
It is regulated by the Foreign Investment Law. Foreign persons who are entitled to engage in business activity under the legislation of their own countries may set up a representative office which is registered with the Bulgarian Chamber of Commerce and Industry. Representative offices are not legal persons and may not engage in economic activity.

A liability company with a single shareholder (with the suffix EOOD)
  • This is an OOD company owned by one individual, who may be a foreign resident.
  • The single shareholder may serve also as a director of the company.


A consolidated company (with the suffix AD)
  • At least 1 shareholder or more is required to set up the company.
  • The minimum share value is BGL 1.
  • The company must have a minimum registered capital of BGL 50,000. For banks, the minimum capital requirements are BGL 10 million.
  • At least 25% of the registered capital must be paid up before registration.
  • The company is managed by a board of management, or at two levels by 'a supervisory board' and a 'board of management'.

A consolidated company with a single shareholder (with the suffix EAD)
  • The company is owned and controlled by a single shareholder.
  • It is compulsory to file an annual balance sheet with the tax authorities.

Signature of the Articles of Association before the Notary:€800,00
Drafting of the Articles of Association (to be drafted by a lawyer):€600,00
(Notary certified consent with a specimen of the signature of the company director, notary certified Articles of Incorporation and notarized Appendix to Articles of Incorporation, indicating that a general meeting agrees on the appointment of the director)
Power of Attorney:€200,00
Getting initial name clearence at the "IS":€100,00
Opening an account for the share capital to be deposited:€300,00
Court Fee:€300,00
Registering in the Commercial Register:€100,00
(Sofia District Court, 5-6 days to be registered)
Publication in the State Gazette:€100,00
Registration with the "BULSTAT":€100,00
Acquisition of a Tax Registration Number with the respective Tax Authority)
Company Seal (text in both Bulgarian and English):€100,00

The above mentioned services for company incorporation may require up to 30 days.

Additional services:
Registering with the Tax Authorities:€180,00
Registering for VAT:€200,00
Registering with the Regional Social Security Institute:€150,00
(within seven days of court registration)
Cost of each certified copy of the Articles of Incorporation:€50,00
(minimum 2 copies required – one to submit to the court and one for opening a bank account)
Translation of the documents from Bulgarian into English:€30,00
(per page of 250 words)
Total Incorporation Cost:app.€4.000

In general:
  • Share capital minimum 5.000 leva (€2.500) and has to be deposited upon signature of the Articles of Association.
  • The company may be incorporated by using any registered address, which may be changed at a later stage; no lease agreement is initially required for the registration of the company.


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7. Company Incorporation - Dubai


Offshore Companies IBC (DOCs) - Dubai
Offshore companies have the combined benefits of tax exemption, anonymity, privacy protection and limited liability. The legislation which governs Dubai Offshore Companies (DOCs) was enacted in Jebel Ali Free Zone in Dubai in May 2003. It provides for a secure environment for investors without the levels of unnecessary intrusion and bureaucracy found in other offshore jurisdictions. All companies registered by WSR are fully legal and able to conduct their business activities world wide.

The most significant aspects of the legislation in Dubai are the following:
  • Privacy Protection: Anonymity and nominee services through lawyers
  • Shareholders: DOCs can have a minimum of 1 (one) shareholder
  • Directors: A minimum of two directors are required and they cannot be bodies corporate. A register of directors must be held at the Registered Office but it is NOT a matter of public record
  • Liability: limited liability without any paid up capital requirement
  • Taxation: legal tax exemption DOCs pay no taxes on profit, capital gains or anything else in Dubai. There is no taxation on any kind of income DOCs pay no taxes on profit, capital gains or anything else in Dubai
  • Financial standing: no requirements on profession or financial standing and business can be conducted internationally
  • Annual Reporting: No annual report or accounts need be filed. Accounts must be audited and accounts must be distributed to shareholders, but they do not need to be filed with the authorities. DOCs may retain their accounting records wherever in the world the directors deem appropriate
  • Restriction on Name and Activity: Names must end with “Limited”. The following words and their associated activities are prohibited: Banking, Insurance and Re-insurance
  • Local Requirements: A DOC must maintain a local Registered Agent approved by the local authorities and a local Registered Office which the Registered Agent provides
  • Minimum Capital: A DOC can select its own minimum capital. We recommend United States Dollars 100 in $ 1,00 Shares
  • Class of shares: Only one Class of Share is permitted.

Company incorporation procedure
The company formation procedure in Dubai typically takes 5-8 working days. The company is incorporated using the name chosen by the client. Although we will try to keep the procedure as simple for our clients as possible, the legal requirements are more complicated than in other jurisdictions such as Seychelles, Belize or British Virgin Islands. CSU will administer the whole incorporation process, preparation and filing of all registration forms on your behalf. Upon receipt of the filing confirmation from the authorities, you will receive an e-mail stating all registration details and we will then forward the premium binder containing all the official certificates and documentation. Please note that opposite to most other offshore jurisdictions companies incorporated in Dubai are subject to accounting and auditing. This can be an important issue regarding the traceability of funds. Besides, the company needs to have a physical office space in Dubai which will also serve as registered office. The fees for a local office start at approximately €500 per month.

Documentation required to set up an Offshore Company in Dubai
  • Application Form to be completed correctly. Download from CSU website (Sample attached)
  • Memorandum of Association & Articles of Association to be completed. Download from website (Sample attached). Please note that there should be a minimum of two Directors of the company.
  • Certified Passport copy of Directors.
  • Each Shareholder / Director should produce a recent bank reference

Please note ALL documents have to be notarized.

Company formation Dubai Offshore IBC

Company formation including the following services:€5.000
Company name check
Drafting of the Memorandum of Association
Drafting of the Articles of Association
Drafting of a Limited Power of Attorney
Preparation of registration forms
Filing with the registrar of companies
Payment of filing fees
Certificate of incorporation
Share certificates
Premium binder with all certificates
Minutes of board meetings
Resolution to open a bank account
Resolution to rent an office
Resolution to appoint a company lawyer
Resolution to appoint an accountant
Employment agreement
Limited power of attorney
Register of Directors
Register of Shareholders

Additional services
1 year registered office:€2.000
1 year registered agent:€2.000
1 year maintenance and offshore flat tax:€2.000

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8. Company Incorporation - Gibraltar

Gibraltar Non-Resident Companies
Gibraltar boasts of excellent communications, English University trained professionals and its culture which provides the infrastructure in support of its legislation to incorporate a non-resident company.
The Gibraltar Companies Ordinance, which is based on the Companies Act 1929 of the United Kingdom which has been amended and enhanced. The tax status for various types of Gibraltar companies is established primarily by the Gibraltar Companies (taxation and concessions) Ordinance of 1967.
There are various types of companies allowed under Gibraltar Law, including Gibraltar tax exempt companies, Gibraltar Non-Resident Companies, Gibraltar Hybrid Companies and the Gibraltar Qualifying company. We recommend the Non-Resident Company as the most practical type to meet your needs for your offshore international business activities.
For purposes of this document, the term "Gibraltar Non-Resident Company" shall have the same meaning as “Gibraltar IBC”, "Gibraltar Offshore Company", "Gibraltar Offshore Corporation", "Gibraltar Corporation” or "Gibraltar Non-Resident Corporation”.

Incorporation
Gibraltar offshore incorporation can be completed within seven days after the necessary forms have been filled and the funds received. The time taken for the delivery of the documents varies depending on their final destination. An international and reliable courier service is always used.
The procedure for the registration of Gibraltar IBCs includes the approval of your company name before we file the Memorandum and Articles of Association at the Companies Registry.
We can provide Nominee Services for shareholders and director so you do not have to have your name attached to the incorporation documents, nor do you have to visit Gibraltar for your company formation.
We also have shelf companies (companies which have already been incorporated but not used) available for immediate use if required.
You must maintain a registered office in Gibraltar and you must have a resident agent. These Gibraltar offshore services are also provided by us, along with Apostilles for the international legalization of your company documents.

Company Structure
Any currency may be used for the capitalization of a Gibraltar offshore company, however the US Dollar or Gibraltar Pound which is of equal value with the British Pound, is usually used. There is further flexibility in the structure of the company.
  • There is no minimum Authorized Share Capital, though the standard is 2,000 British Pounds.
  • There is no limit or maximum capitalization. The capital duty is 0.5% of Authorized capital.
  • Non-resident corporations do not require more than one director
  • A director may be a natural person or a corporate entity.
  • The minimum number of shareholders is one.
  • A resident secretary is required and will be provided by us.
  • There is a Public Register of Shares but Nominee Shareholders are usually used.
  • We provide Nominee Services.
  • Bearer Shares are permitted.
Privacy
There is no requirement to disclose the identity of the Beneficial Owner of a Gibraltar Non-Resident Company and secrecy is guaranteed by legislation. Confidentiality in Gibraltar is taken extremely seriously. Only by order of the Supreme Court on the suspicion that the company is involved in serious criminal activity, may the name of the Beneficial Owners be disclosed.
The reporting requirements are minimal and do not betray the privacy of the company, especially when Nominee Services are used.

Shares
A Public Register of Shares is a requirement and nominees are used routinely. Shareholders, Directors & Officers
The minimum requirement for a Gibraltar offshore company is one shareholder and one director who may be the same person.
Nominee Shareholders and directors are allowed and we can provide this service.
Shareholders and directors may be of any nationality and residents in any country.
Shareholders and directors may be either a natural person or a corporate entity.
A company secretary is required for a Gibraltar non-resident corporation. We provide this service.

Meetings of Shareholders and Directors
An Annual General Meeting of shareholders must be held once a year. This meeting may be held anywhere in the world.
Director's meetings are not required.

Taxes and Fees
Non-resident companies are free of tax on income not derived from Gibraltar or not remitted to Gibraltar.
Money held in a bank in Gibraltar by a non-resident company is taxable; it is advisable to have your bank account outside of Gibraltar.
A fee of one half of one percent (0.5%) of Authorized Capital is payable at incorporation.
An Annual Filing Fee of GBP 30.00 is payable to the Registrar of Companies. Non-resident companies pays an Annual Tax of GBP 200.00.
There are no Information Exchange Treaties between Gibraltar and other countries.

Corporate Books and Records
  • Annual Accounts are to be filed using the following regulation.
    • Small companies are only required to file an abridged balance sheet. There is no need in this case to produce a profit and loss account or Auditors Report.
    • A small company must satisfy at least two (2) of the following conditions:
      • Net turnover must not exceed GBP 4.8 million.
      • Balance sheet total must not exceed GBP 2.4 million.
      • The average number of employees must not exceed 50 persons in a year
  • A medium sized company is required to file a Profit & Loss, Balance Sheet and an Auditors report but the information in the Profit & Loss account may be abridged (Limited detail).
  • A medium sized company must satisfy two of the following conditions:
    • Net turnover must not exceed GBP 19.2 million
    • Balance Sheet total must not exceed GBP 9.6 million
    • The average number of employees must not exceed 250 persons in the year.
A large company must file Profit & Loss Statements, Balance Sheet and an Auditor's Report. Accounts are not available to the public.
  • Government Register of Directors is held and maintained.
  • A Government Register of Shareholders is maintained. Nominee Services ensure confidentiality of Beneficial Owner.
  • Non-resident companies must have a registered office in Gibraltar where the statutory book of the company must be kept.

Restrictions
A non-resident company cannot use a name without special permission, which is identical or similar to an existing company; any name which is undesirable or offensive in the opinion of the Registrar, any name which suggests royal or government patronage, or which may imply an activity associated with the banking or finance industry e.g. "Association", "Bank", "Imperial", "Assurance", "Group", "International", "Royal" or "Trust".
The following words require special permission from the Gibraltar authorities to appear in a company name and such permission is close to impossible to obtain. We will not proceed with company names which have these sensitive words.
British, National, Gibraltar or Great Britain, Authority, board or council, Association, Federation or Society, Patent or Patentee, Chamber of Commerce, and/or Trade and/or Industry, Co-operative, Group Holding(s), Post office, Giro or Stock Exchange, Register or registered, Friendly Society or Industrial Provident Society, Trade Union, Charter or Chartered, Benevolent, Foundation or Fund, Chemist or Chemistry or Pharmaceutical, Police, Customs, Immigration, Foundation, School or University or College; Club, Authority, Council, Federation, Institute, Trust, and Investment Trust, Unit Trust, Bank, Directors, Financial, Savings, Commodities, Brokers, Credit, Nominee, Dire.
You do not need to visit Gibraltar to set-up your offshore corporations. With your instructions, we will do all that is necessary for you.

Gibraltar has the main package which provides all the essentials required to set-up a Gibraltar company. Gibraltar also offers a package which includes nominee director services with a general Power of Attorney for those seeking a higher level of personal privacy. Various Offshore Banking and other additional (optional) services are also available for Gibraltar Non-Resident companies if required.

Our Main Package for an offshore company includes
  • First year government filing fees.
  • Certificate of Incorporation.
  • Memorandum and articles of Association.
  • Letter of appointment of first director.
  • Nominee shareholder (if required).
  • Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
  • Minutes of the first meeting of the founders.
  • Share Certificates.
  • Register of shareholders.
  • Register of directors.
  • Registered agent services, (first year).
  • Registered office, (first year).
  • Apostille set of the incorporation documents.
  • International express delivery

About Gibraltar
Gibraltar is located at the extreme southwest of Europe, bordering the Strait of Gibraltar, which links the Mediterranean Sea and the North Atlantic Ocean. By Treaty of Utrecht in 1713, Gibraltar was ceded to Great Britain by Spain. Gibraltar, which was a British Garrison, due to its strategic importance, became a Colony in 1830.
A small land mass of only 6.5 square kilometers, Gibraltar has a border with Spain of 1.2 kilometers. The terrain consists of the Rock of Gibraltar which is 426 meters at its highest point and a narrow coastal lowland heading to the Spanish border. The climate is Mediterranean with mild winters and warm summers. There are no natural resources including water and arable land. Water is collected by way of concrete or natural rock water catchments which collect rainwater, and a desalination plant.
The population of Gibraltar is approximately 30,000, with ethnic groups of Spanish, Italian, English, Maltese and Portuguese origin. Persons from Gibraltar are known as Gibraltarians. The official language is English while Spanish, Italian and Portuguese are also spoken.
Despite pressure from Spain, Gibraltarians have overwhelmingly voted to remain a British dependency in referendums held in 1967 and 2002.

Government
Gibraltar is an overseas territory of the UK. The Chief of State is Queen Elizabeth II and is represented by a Governor and Commander-In-Chief. There is a unicameral House of Assembly consisting of fifteen elected members by popular vote and three members appointed by the Governor who serve under contract of employment with the Gibraltar Government. These three appointed members are The Speaker of the House Of Assembly, the Attorney General and the Financial and Development Secretary.
The Speaker of the House is appointment by the Governor after consultation with the Chief Minister and the Leader of the Opposition. The speaker has no original or casting vote in the House Of Assembly.

Political system
There are three political parties in Gibraltar; the Gibraltar Liberal party (GLP), the Gibraltar Social Democrats (GSD) and the Gibraltar Socialist Labour Party (GSLP).
Customarily, because the voting system allows for each elector to have a maximum of eight (8) votes, there are usually eight (8) elected members on the Government side and seven (7) elected members on the Opposition.
The leader of the majority party or when there is no majority, the leader of the majority coalition is usually appointed Chief Minister by the Governor. The Chief Minister is the Head of Government.
The Cabinet or executive branch is appointed from among the fifteen (15) elected members by the governor in consultation with the Chief Minister. The term of office is four years for both elected and appointed members and there is no limitation on the number of terms a member may serve.
The Chief Minister is also the Head of the House Of Assembly and he calls the meetings and sets the agenda.
The Constitution, adopted in 1969, is unique in the way it lays out the division of power. In most British Colonies, the Local Government is responsible for internal affairs and the responsibility of Britain is clearly defined and usually confined to defense, external affairs and the Judiciary. In Gibraltar, the Constitution provides for the Local Government's powers to be defined in a "list of defined domestic matters" for which it was to be responsible and excluded anything that might have a conceivable impact on the security of the Fortress.

Judiciary
The Judicial Branch of Government consists of the Supreme Court and Court of Appeal. The court of final jurisdiction is the Privy Council in the UK. The legal system is based on English Law.

Infrastructure
The economic infrastructure of Gibraltar is highly developed, with all necessary support services for new business growth.
Gibraltar's geographic location provides access to a regional market in the Western Mediterranean of over 50 million people and 350 million in the European Union.

Transportation
The port has the facilities to handle and encourage scheduled marine cargo services and possesses the potential for the development of manufacturing and services which require marine support.
The Free-Port Zone at New Harbour has warehousing, industrial workshops and office space available for rental or purchase to exporting companies. Existing highways provide easy access to Spain which links with railroads, which connects to major markets.
The single airport provides direct flights on a daily basis to Gatwick (London), Manchester and Luton in the UK and to Casablanca in Morocco. A Cruise Liner Terminal has modern facilities for cruise passengers that visit Gibraltar in large numbers.

Telecommunication
Telecommunication needs are provided by two separate joint ventures to enhance the infrastructure of this sector.
GNC, a joint venture company between Bell Atlantic Corporation and the Government, provides local telephone service and international calls to and from Spain.
Gibraltar Telecommunications Limited (Gibtel), is a joint venture between the Government and British Telecom (BT), to provide international telecommunications service.
Both companies provide state of the art digital, mobile, satellite and internet services.
Electricity is produced by 100% fossil fuel generators of which the capacity is in excess of 100 million kwh. Consumption of electricity was 93 million kwh in 2001 and therefore leaves spare capacity in the electrical grid.

Economy
The economy of Gibraltar has a number of constraints to its development; its small size; lack of natural resources; its lack of capacity to support any type of agriculture and lack of population makes many types of domestic activity unviable due to market size. Due to these constraints, the economy is heavily dependent on imports for its food, consumer goods, building materials, construction equipment and fuel. Gibraltar is thus a service economy. Prior to the reduction of the presence of British Defense personnel over the last fifteen years, Gibraltar provided services to this ministry which provided a boost to the economy which was augmented by retail and tourism. With this shift in its economic base, Gibraltar has had to rely more on the private sector for its economic survival.
Economic diversification has had to take place with a new and renewed emphasis on financial services, registration of Gibraltarian companies, tourism, retail activities, ship repair and conversion and port services. Also being pursued are light manufacturing, telecommunications and the import/export business. Tourism has been given a boost by the construction of a new cruise ship berth and terminal to handle the growing number of cruise passengers who visit Gibraltar. Statistics available reveal close to five million visitors in 1998. Tourism contributes between 25 % to 30% of GDP.
The retail sector makes a meaningful contribution to the colony's revenue through employment, shipping services fees and duties on consumer goods.

Shipping
The strategic location of Gibraltar lends itself to shipping, transshipment and other marine services. The Free-Port Zone offers special benefits comprising warehousing, industrial workshops and office space available for rental or purchase to exporting companies. It is well suited to light manufacturing which will enjoy exemptions on taxes, duties on imported materials, components and equipment as well as exemption on taxes from profit or low tax rates.
The GDP of Gibraltar is $500 million, with a per capita income of $17,500 (1997 estimate).
The education system provides for tertiary education in England. There are many university graduates returning to Gibraltar, which ensures a strong professional population capable of supporting the financial services sector. The absence of VAT and the Beneficial Tax Regime offered to those involved in international trade has helped to develop Gibraltar's commercial base.

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9. Company Incorporation - Luxemburg

Incorporation of a SOPARFI company in Luxemburg
The world’s wealthiest country by GDP and one of the smallest in size, Luxembourg provides a unique low-tax environment for international investors. It is also a founder member of the EU, a fact that sits oddly with its status as a tax haven. The country is widely used in corporate structuring for cross border transactions, but due to its place in Europe’s political environment it is constantly adapting its tax legislation to avoid adverse conflict with the tax authorities of other EU countries. Due to its progressive and adaptive approach, Luxembourg is, and will remain, a beneficial country for international business structuring. As a result, Luxembourg’s tax laws frequently come under scrutiny from other EU states and are prone to change. So, if you want to capitalise fully on the many advantages of opening a company in Luxembourg talk to us about company formation, bank accounts and everything else you need to know. We will steer you safely through Luxembourg’s complex tax regulations.

Luxembourg - a low-tax environment?
Not at all - purposely the tax benefits in Luxembourg are carefully structured to ensure minimal disruption with other EU countries. In many ways it is a high-tax country – corporate income tax is 31%, individual tax rates are higher and there’s a wealth tax on top. On the face of it, the corporate structure in Luxembourg is similar to that of most other EU states, with most companies adopting the usual joint stock or limited liability formats. However within this standard structure is a strictly-defined class of holding company. Qualify for this – and corporate income tax can sink to below 1%. For expert advice, we can put you in touch with one of our local specialists in tax planning.

Standard corporate structure
These are the main forms of standard-tax business entity:
    joint stock company (SA), minimum share capital €30,000; requirements include at least three directors, a registered office in Luxembourg, and audited accounts if the company exceeds a certain size
    limited liability company (SARL), minimum share capital €12,400, no more than 40 shareholders; requirements include at least three directors, a registered office in Luxembourg, and audited accounts subject to size
    general partnership, limited partnership, and branch of foreign company

Set up a low-tax company in Luxembourg
There are two main kinds of low-tax business entity – the 1929 Holding company and the Soparfi. In fact, it would be more accurate to define a Soparfi as tax-efficient rather than low-tax. Neither type of company is a legal entity in its own right. Rather, they employ one of the above forms, such as an SA or a SARL, as their legal base. The rules governing low-tax holding companies are strict and it is essential that you comply with them at all times, otherwise your company will lose its low-tax status.

What are the features of a 1929 Holding company?
minimum share capital of €31,000; at least 2 shareholders and 3 directors
audited accounts required; registered office must be in Luxembourg
company cannot trade or lend money except to its subsidiaries
activities restricted to owning shares in other companies
exempt from corporate income tax and wealth tax
only taxes are 1% tax on subscribed capital and 0.2% tax on shares issued

A 1929 Holding company with funds in excess of €24.8 million – one billion francs in Luxembourg’s former currency – has Billionaire Holding status. This entitles it to an even more favourable tax regime. The minimum tax liability of a Billionaire Holding company is €50,000, much less than an equivalent 1929 Holding company would pay.

What are the features of a SOPARFI company?
subject to normal corporate income tax
eligible to benefit from double-taxation treaties (unlike 1929 Holdings)
some beneficial tax treatment of profits and dividends

Recruiting staff?
The unemployment rate in Luxembourg is low but businesses have little trouble recruiting staff as the labour pool is bolstered by workers commuting into Luxembourg from neighbouring countries. The workforce is well educated and is particularly attuned to the financial services sector.

What is the regulatory environment like?
Luxembourg is regarded as rather more bureaucratic than some other EU member states. It complies with EU directives on labour, health and safety etc, and indeed on most taxation issues, apart from the particular circumstances of low-tax holding companies. Domestic and foreign investors alike have the right to establish business enterprises in Luxembourg.

Financial incentives available
In addition to being a tax haven, which is a considerable financial incentive in itself, Luxembourg has a number of schemes designed to promote investment. It has established a framework for investment incentives to counter the country’s historic reliance on the steel sector, and grants are available to encourage investment in other manufacturing and high-tech industries. The government also provides equity funding for certain kinds of investment, particularly in development areas.

Banking facilities
Luxembourg is a major centre for financial services, and there are more than 200 banks in a country whose population is below half a million. Luxembourg offers world-class banking facilities. Most international banks are represented here. You will need to open a bank account in Luxembourg and we can advise you on this.

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10. Company Incorporation - Panama

Panama Non-Resident Corporations
Panama companies, also known as Panamanian Corporations are created under the General Corporation Law, Law 32 of February 26, 1927. Law 32 has been used as a model for many other jurisdictions and offers a flexible corporate structure, provides investor privacy and ensures the legal framework to conduct legitimate business activities in the international arena.

Establishment of a Panama offshore company:

Organizers, Directors and Officers
Two local persons are usually appointed to act as the organizers and subscribers for incorporation purposes.
A minimum of three directors is required. The names and addresses of these directors is part of the public record and therefore nominee directors are usually appointed at incorporation and we provide this service. If the client wishes to be a Director, we can provide two Nominees. If the client does not wish to be a Director, we provide three Nominees and issue a Power of Attorney to the client.
Panama offshore companies require officers for the position of President, Treasurer and Secretary. These may be natural persons, corporations or other entities. An officer may hold more than one position, but the President and Secretary can not be the same person. There is no maximum to the amount of officers appointed. The Director can be an officer of the company.

Meetings of Shareholders and Directors
Meeting of Shareholders and/or Directors if found necessary, may hold these meetings by telephone or any other electronic means available and convenient.
If Shareholders and/or Directors think it is advisable to hold meetings, this may be held anywhere in the world.
There is no requirement for Annual General Meetings of the Shareholders and/or Directors.

Shares/Stock, Capital
Panama Corporations do no require paid-in capital.
There is no time limit in which Authorized Capital must be fully paid.
The standard capitalization for a Panamanian Corporation is US$10,000.00.
Par and Non-par Value Shares, voting and non-voting shares, as well as various other categories and classes of shares are allowed.

Currency
The legal tender of Panama is the US dollar. There are no exchange controls or restrictions on the free movement of currency.

Reporting Requirements
There are no reporting requirements for non-resident Panamanian companies.

Taxation
  • Non-resident Panama corporations are 100% tax-free on its activities outside of Panama.
  • An annual corporate franchise fee of US$250.00 is charged to maintain the company in good standing.
  • You should have a local Registered Agent in Panama for your Panama IBC. This service is included in our start-up package and Annual Service Fee, starting from the second and each subsequent year of Panama Incorporation.

Records and Accounts
  • The documents for Panama offshore incorporation are filed with the Mercantile Registry and the names and addresses of the directors are a matter of public record. (Nominee directors are customary).
  • No books or records have to be kept by an offshore Panamanian company. If such books or records are kept, this may be done anywhere in the world.
  • There is no requirement to prepare, maintain or file financial statements. If the directors decide to maintain such accounts, they may be done anywhere in the world.
  • A Stock Register must be kept by law. The register contains the names in alphabetical order, place of domicile and date of acquisition of shareholders, other than the holders of Bearer Shares. This register may be held anywhere in the world.
  • A Book of Minutes should be kept, but may be kept anywhere the director chooses.

Incorporation of a Panama non-resident corporation may take four to six days. Two natural persons acting as organizers or subscribers appear before a Notary Public, to constitute the corporation. Panama offshore services is provided by a local practicing lawyer or law firm, trust company or a professional management services firm, and must be used as the Registered Agent for Incorporation purposes.
Panama has a corporate package which provides all the essentials required to set-up a panamanian company including nominee director service (up to three if required) with a general Power of Attorney for those seeking a higher level of personal privacy. Various Offshore Banking and other additional (optional) services are also available to Panama Corporations.

Our corporate package includes:
  • First year government filing fees
  • Certificate of Incorporation
  • Memorandum and articles of Association
  • Nominee Director(s) (maximum of three) if required
  • Letter of appointment of first director(s)
  • Power of Attorney
  • Letter of resignation of director(s)
  • Nominee shareholder (if required)
  • Declaration of Trust from the nominee shareholder
  • Minutes of the first meeting of the founders
  • Share Certificates
  • Register of shareholders
  • Register of directors
  • Registered agent services, (first year)
  • Registered office, (first year)

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11. Company Incorporation - Romania

Establishment of an SRL (Limited Liability Company) - Romania
Both foreign individuals or legal entities can establish corporate presence in Romania. Companies have their own patrimony, registered capital, management, registered offices, assets, names and bank accounts.
A foreign company can be sole shareholder (if LLC) or the foreign company can be shareholder together with at least one other shareholders which can be legal entities or private persons (if Joint Stock Company).
The most frequent types of are limited liability companies named SRL. Also there is an important number of general partnerships and joint stock companies. All companies must be registered with the National Trade Register Office, organized by the Romanian Chamber of Commerce and Industry. The National Trade Register Office is a public institution which has the function to maintain statistical information on business activities in Romania.

Incorporation of a Romanian Company:
  • Reservation of a Company Name at the National Trade Register in your name.
  • Drafting of the following documents:
    • Affidavits - these documents will have a special format according to Romanian legislation;
    • Specimen Signature- this document must be signed by the future Directors of the company;
    • Articles of Association and By-Laws of your future Romanian company.
Our lawyers will also represent and/or assist you with the following procedures:
  • Subscribe the Share Capital in your name
  • Open the company's bank account with the bank of your choice. Please note that this account will be active only to deposit the Share Capital.
  • Provide company office for registration purposes only.
  • Submit the file to the Trade Register and appear in before the Trade Register judge for the company formation.


Time frame and subscribed capital:
It will take 5 working days from the date the entire documentation is provided to the authorities to register the Company.
Necessary funds for the minimum Share Capital: 70 Euros for S.R.L. and 25,000 Euros for S.A.

Establishing Branch in Romania
It is possible under Romanian Law to establish branches of an existing foreign company starting its business activities in Romania. These branches are incorporated at the Romanian Trade Register per the stipulations of the republished version of Company Law No. 31/1990 as any other company but respecting the conditions established by the Law. In this regard the foreign company must own the majority of shares in the new Romanian company. The above-mentioned Law regulating the commercial company's legislation in Romania stipulates the following (art. 42): Branches are commercial companies with legal personality and are registered in one of the company types approved by the Law in Romania. They shall have the legal status of the type of company they are incorporated as in Romania.
For the foreign investor looking to expand its business in Romania it is important to know that this Company Law expressly states that foreign companies can establish in Romania, respecting the Romanian Law, different type of branches which mostly differ from the branch-type described above in the following way: the lack of having their own legal personality. Also some of these branches without legal personality have to comply with some special conditions required by the law in Romania.
When incorporating a branch as a separate Romanian company, the main shareholder (the foreign commercial entity) must supply extra documents - some incorporation documents of the foreign company and information provided by its owners.

Real Estate Due Diligence
Legal assistance with Due Diligence procedures is considered absolutely necessary in order to safely purchase a property in Romania. Depending on the type of property you are looking to purchase there can be 2 types of Due Diligence procedures to be taken:
Basic Due Diligence
This includes verification of the property's Title Deeds and Land Survey documents as well as obtaining an extract from official Romanian Land Registry ("Cartea funciara").

In-depth Due Diligence and adjacent services
The process can include but is not limited to:
  • Verification of the property from the point of view of the possibility of being involved in ongoing litigations at the Court archives in the area.
  • Verification and comparison of the Land Survey documents, topographical and other information required for future development. As an example: the situation of the electricity poles in the area, whether they can be moved from the location if needed etc.
  • the occupation coefficient of the land: what percentage of the land can be built upon.
  • drafting the sell/purchase pre-contract, the contract and providing assistance with the proceedings and the Public Notary at the moment of sale.

Please note that this is not intended to be a complete list of procedures for the fulfilment of a due diligence process.

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12. Company Incorporation – Andorra (Societat Limitada)

Basic characteristics Societat Limitada:
Share capital: The Societat Limitada has a share capital of €6.010.
Shareholders: A minimum of two shareholders are required and at least one shareholder must be of Andorran nationality owning a minimum of 67% of the company’s share capital. Non-Andorrans and non-residents can only own 33% of the share capital. Details of shareholders are kept at the local registry. An offshore company can be used to own 33% of the share capital. It is possible to arrange for an Andorran citizen to act in a nominee capacity for the ultimate owner of the company.
Company Officials: A minimum of two officers is required at all times. A President must be appointed who must be an individual of Andorran nationality as well as the second officer who acts as Company Secretary. Details of officers must be available for public inspection at the registered office address.
Share Capital: The share capital must be fully paid up before incorporation. The amount in question must be deposited with an Andorran bank in a designated company incorporation type account. The bank must then release a special certificate, addressed to the designated notary, responsible for concluding incorporation formalities.
Annual Accounting: Accounting information and books must be kept at the company’s registered office, but these need not be audited or filed with local authorities.
Tax: There are no corporate taxes whatsoever.
Timeframe: An Andorran company (Societat Limitada) may be incorporated within 30 to 45 days.
Corporate names: Names must end with S.L. It is advisable that the name selected is at least Catalan sounding. Τhe first step in order to incorporate a limited company in Andorra is to reserve the company’s name at the Andorran Government, where the authorities check that the name is correct with compliance to the relative articles on company’s names and establishment signs of Commercial Law, dated 20th June 1996.

Legal aspects and incorporation procedure:
The incorporation of companies in the Principality of Andorra is regulated by the Regulation of companies dated 19th May 1983. This Regulation foresees a limitation in the share participation that foreign capital can hold in an Andorran company. The share participation which can be held by foreign capital is one third (1/3) of the total capital of the Andorran company. It can be considered as Andorran Capital when it is owned by Andorran, physical persons or legal entities, or by foreign physical persons who can prove that they have been permanently residing in the Principality of Andorra for at least 20 years. The incorporation of a limited company requires two shareholders at a minimum and a maximum of ten. The share capital is divided into participations and the minimum capital required is €3,005. The capital may not exceed €30,050. Respectively the incorporation of an S.A. company requires no less than three shareholders, the share capital is divided into registered shares and the minimum capital required is €30,050.
The capital both upon incorporation as well as the capital contributed in successive capital increase must be subscribed in total and paid-up to the amount of €30.050,61 except when the capital upon incorporation or at a successive capital increase exceeds the mentioned amount. In this event, it should be subscribed in total but the capital, which could be paid-up, exceeds €30,000 or 25% of the total share capital.
Likewise, no shareholder may transfer his participations or shares to a foreign person without the previous authorization issued by the Andorran Government, who must verify that, the foreign participation will not be more than the third part of the total share capital.
The representative positions in the company, such as President, Managing Director, Sole Administrator or any other position, which could suppose a general attribution of the company’s representation, should relapse on Andorran citizens or foreign persons who can prove that they have been permanently residing in the Principality of Andorra for at least 20 years. The Companies Regulation allows that the functions or positions, which suppose only administration or technical acts without general delegation of decision powers, can relapse on foreign people.
It will also be possible to attribute to foreign people (without a continuous residence of 20 years) powers of attorney in order to delegate power, provided that these powers are expressly granted with special purposes and for a particular operation, according to what has been previously agreed by the General Meeting of the company.
Τhe first step in order to incorporate a limited company in Andorra is to reserve the company’s name at the Andorran Government. Once the company’s name is reserved, we can prepare the application of incorporation authorization, and two copies of the Memorandum and Articles of Association of the company, which must be signed by the shareholders. These documents must be submitted to the Trading Department of the Andorran Government, who after having checked and reviewed all the documentation will then issue a resolution authorizing to incorporate the company (it can take up to four weeks).
In the incorporation application of any company must include the shareholders’ personal details: name, surnames, date and place of birth, nationality, passport or identity card number. The registered office of the company, the business scope of the company under incorporation, the capital distribution, the representative positions and the termination of the company must also be clearly stated.
Afterwards, all shareholders must sign the incorporation deed before a Public Notary. Before the signature of the incorporation deed, it is necessary to subscribe the capital and submit to the Notary a bank Certificate producing evidence that the Capital has been paid-up. The approximate term to formalize the incorporation deed is one or two weeks' time.
The Notary will then submit the Incorporation deed to the Department of Economy of the Andorran Government in order to proceed to the registration of the company in the Companies Register and once the company is registered, the Government will issue the Certificate of Registration of the company.

Bank Accounts
Features of the Andorran bank system
  • A minimum deposit is needed, but this is low, compared to Switzerland
  • Secrecy is very important - Andorra banks often offer a mailbox, so that mail can be collected confidentially
  • There are no restrictions on transferring money into and out of the country
  • Privacy is enshrined in the 1993 constitution
  • Any bank official breaching privacy, is liable to 7 years' imprisonment, due to article 226 of the Andorran criminal code
  • There is a withholding tax of 15% on interest paid to citizens of EU countries
  • The banking sector is highly regulated, so as to maintain the high reputation of the state
In general, no translations are needed for any documents produced in Catalan, English, French or Spanish. Andorrans working in banks are likely to have a good knowledge of all these languages. 50% of Andorrans go to French schools, and 50% go to schools using Catalan and Spanish as the first languages.

Information required when opening a bank account in Andorra
  • Personal details
  • Full name (as appears on identity documents)
  • Date and place of birth
  • Nationality
  • Fiscal residence
  • Passport or National Identity card number
  • Phone and email
  • Client's professional details
  • Profession
  • Details of company, with national identity or fiscal number
  • Activity of the company:
  • Registered office
  • Phone, fax, email and website
  • Reference details
  • Bank and professional references
  • Proof of fiscal residency: copy of a credit card statement, copy of utility bills
  • Declaration of solvency
  • Declaration of source of funds
  • Copy of passport: certified and apostilled

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    12. Offshore Companies and Trusts

    An offshore company is one which is incorporated outside the jurisdiction of the beneficiaries, often for tax planning purposes or to take advantage of the confidentiality which another country offers. Offshore companies are the preferred company structure to achieve anonymity and privacy protection, keep all business details confidential and combine all this with limited liability and tax exemption.


    What are the main reasons for establishing an Offshore Company?
    • Nominee directors and officers can allow conducting business transactions while maintaining anonymity.
    • Legal tax savings across Europe
    • Fewer disclosure requirements for your company
    • Greater competitive advantage for your company
    • Protection of assets from creditors
    • Possible savings on future inheritance taxes
    • Filing first position liens against assets and property closing the door to predatory litigation before it begins.
    • Segregating high-risk investments from other holdings.
    • Protecting retirement funds from possible bankruptcy.
    • Accessing funds with corporate debit or credit cards thereby maintaining absolute confidentiality.

    In addition, there are several other advantages one should take into consideration:
    1. Property Owning Companies
      There are often significant advantages in using an offshore holding company for the purpose of holding property. The advantages of such an arrangement include the avoidance of inheritance tax, capital gains tax and the ease of sale which can be achieved by transferring the property owned by the company and reduction of property purchase costs to the onward purchasers.

    2. Employment of Expatriate Staff
      Expatriates working overseas can frequently benefit from being employed through an offshore employment/consultancy company. This can avoid tax being deducted at source. By not remitting the full salary it can minimize tax and avoid exchange control difficulties in the country of temporary residence.

    3. Investment Companies
      Offshore jurisdictions are typically less invasive allowing for aggressive and unrestrained free enterprise. Funds accumulated through investment companies set up in offshore areas can be invested or deposited throughout the world. There are a number of offshore areas in which funds may be placed as bank deposits where the interest and/or the capital gains are paid and kept gross.

    4. Copyrights, Patents and Trademarks
      Offshore companies can purchase or be assigned the right to use copyright, patent or trademark. Royalties can then be accumulated offshore although often royalties may suffer withholding taxes at source.

    5. Consultancy, Professional Services, Agency
      Professionals, consultants and many self-employed individuals can gain substantial advantages by working as employees or as external consultants of offshore companies, of which they may be the sole shareholders if not the sole directors.


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    14. "Out-of-the-shelf companies"

    In Greece, there is no such thing as "out-of-the shelf companies" i.e. ready made companies. The reason is that Greek company law has followed the continental (French) system. There are many different types of companies but quite old-fashioned and non-flexible. The limited liability company in Greece is not as cheap or as simple to run as in the British system. In practice, there are companies that are "empty" because they developed no activity and have no tax or other liabilities or debts. But it is quite incidental to find one to buy. It is just not easy tell for sure that a ready-made empty company can be found. The process of searching together with a reasonable investigation for the possible dangers that an existing company may hide make it more effective to just incorporate a new company from the start.




 
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