Features of Look Through Companies (LTC’s)

GOVERNING LAW

The “look through company” regime, Income tax Act 2007 Section BD 1(5)(c) and New Zealand companies act 1993.

BUSINESS TRANSACTIONS

The new LTC regime opens up an opportunity for offshore planners looking for a suitable onshore corporate vehicle located in a favourable jurisdiction like New Zealand.

TAXATION

An LTC is transparent for income tax purposes.

The look through treatment applies for income tax purposes only; An LTC retains its limited liability and is still bound by the companies act.

Election to become LTC must be made before commencement of income year in which it is to

Apply. The owners are treated as holding LTC property directly in proportion to their shareholding (“look through interest”)

LTC must still file an income tax return which specifies the amount of income and expenses allocated to each owner.

Company income and expenses are passed to the owners in proportion to their shareholding.

Non resident shareholders that only receive foreign sourced income will not have any NZ tax liability.

An LTC is still recognised separately from its shareholders for good and services tax (GST)

DIRECTORS & SHAREHOLDERS

Only one (1) Director is required

It is likely in future that there will need to be at least one New Zealand resident Director.

Directors must be natural persons and said directors are responsible for managing the LTC.

Must have 5 or fewer shareholders referred to as look through counted owners?

Not Every Look-Through counted owner needs to own shares directly in the LTC, eg when the shares are owned by a trustee or another LTC.

Owners related to second degree (parents, children, grandchildren, grandparents, etc) by marriage, civil union, de facto relationship or adoption are combined as one owner.

Only a natural person, the trustee of a trust or another LTC can be owners.

An ordinary company can’t hold shares in a LTC

Trust owners are looked through to be beneficiaries for the owners test.

A company using LTC rules must only have one (1) class of shares with the same right to vote on:

Company distribution

The Company constitution

Capital variation and director appointments

Distribution of profits and assets

Share acquisition and cancellations.

There is no capital requirement although the shares are denominated according to a monetary value. The minimum value for a share is 1NZ$.

ANNUAL FILING / RECORDKEEPING

The LTC and the shareholder may have specific income tax filing requirements in New Zealand

The income year generally consists of the 12-month period ending on 31 March.

An LTC must complete an income tax return that includes the total amount of income or deduction for the company income year, the amount of income for each owner and a summary of deductions of each owner.

The company isn’t taxed, but each owner must make a separate income return talking into account the amounts shown on the company’s income return.

If the company is linked to a registered tax agent, it may extend the deadline for filing the company tax return to 31 march of the following year.

An LTC must file the annual return, and maintain the share register at its registered office.

An LTC must keep statutory records at its registered office.

An LTC with 25% to 50% overseas held shareholding will only have to file financial statement with the company registrar if they qualify as a “large” company.

At LTC with over 50% overseas shareholding will need to file financial statements with the companies’ registrar.

INCORPORATION AND ADMINISTRATION

From April 1st 2011, newly incorporated companies can elect to be LTC from date of incorporation.

LTC are incorporated and registered with the New Zealand Registrar of Companies.

Companies Register includes the details of the company’s registered office, its directors and

Shareholders.

The company must be a New Zealand tax resident and not be treated as a non-resident under any double taxation agreement.

The shareholders of a company can elect for the company to be an LTC by completing a Look through company election form.

All LTC’s shareholders must sign the election form.

For an existing and already trading company, the election form must be submitted prior to the start of the financial year in which the business intends to operate as an LTC.

Companies which had previously declared themselves as non-active, may become an LTC by filing an LTC election form and a Non-active company reaction form, prior to the tax due date for their first active year.

A company Director or an agent authorized by the director completes the director’s election and confirms that all shareholders of the company have signed the election and that the company meets the eligibility criteria to be an LTC.

A company retains its LTC status for the duration of its life, unless the shareholders revoke the election to be an LTC, or the company is disqualified from being an LTC.

If an LTC breaches the eligibility criteria its LTC, status is lost from the first day of the income year in which the breach occurs:

If cannot then use the LTC rules in the year in which the breach occurs or either of the following two income years.

Changes in shareholding do not require the company to re-file its LTC election, as long as the revised shareholdings do not disqualify the company from holding the LTC status.

No minimum authorized capital requirement at the time of company registration.

REGISTERED OFFICE / CONTINUATION / LEGALIZATION

Every company must have a registered office in New Zealand.

An overseas company can be re.- domiciled ( transfer its incorporation from the country in which it is registered) and become a New Zealand registered company under the companies act 1993.

COSTS AND FEES

Reasonable formation and maintenance costs and fees.

USES OF NEW ZEALAND LTC’s

International Tax Planning

Wealth Management

Trading

Own assets.

HIGHLIGHTS OF NEW ZEALAND

Exempt from all local taxes

No foreign exchange control

Political and economic stability

Excellent worldwide communication facilities

Skilled personnel

No capital gain tax

No stamp duty

Large tax double tax and information agreement network.

SOCIAL AND ECONOMIC INDICATORS

Features Of Lebanon  International Business Companies                 

International Business Compagnies (IBCs)

IBC’s may engage in any lawful business in any country and may carry on transactions

In whatever Currencies they choose, with exception to businesses related to:

Banking, Insurances and Financial Institutions.

TAXATION 

The exemption from taxation for any business activity or transaction carried outside the Lebanon is limited to a flat tax of appx 666.00 USD. (LBP 1’000’000.00)

AUTHORIZED CAPITAL / SHARES / DURATION

Bearer Shares is allowed in Lebanon, The register of shares has to be kept updated.

IBC standard share capital is USD 20’000.00.

Company duration is of 99 years.

DIRECTORS, OFFICERS AND SHAREHOLDERS

Shareholders, Directors and / or officers can be either corporate entities or natural person.

Initial or ongoing changes in Directors and/ or officers need to be filed with Lebanon Registry.

The Directors may grant special or General Power Of Attorney.

Companies are allowed to have a sole Director, and it can be the share holder.

Neither the Directors nor the officers need to be shareholders.

Shareholders, Directors and officers may be of any nationality and may be residents

Of any country. Directors can operate without a work permit.

Shareholders and Directors may hold their meetings in any country, and may attend such meetings by proxy or by electronic means (phone – fax – etc).

ANNUAL FILLING – RECORD KEEPING

Requirement to file annual returns or financial statements, requirement to hold annual meetings of Shareholders or Directors, appointment of an auditor is mandatory.

INCORPORATION AND ADMINISTRATION

Excellent availability of company names for Incorporation.

Familiarity of incorporation documents (Memorandum & Articles of Association

Certificate of Incorporation) 

The words SAL – SARL, may be used as company’s name ending.

Incorporation documents may be drafted in Arabic and submitted together with an English translation.

Speedy incorporation procedures and simple ongoing administration.

An incorporation procedure takes 3 to 7 days.

REGISTERED OFFICE

Registered office in the Lebanon required.

CONTINUATION

Foreign companies can be speedily continued to the Lebanon.

USES OF LEBANON INTERNATIONAL BUSINESS COMPANIES (IBC’S)

Holder of a Bank accounts, in Lebanon and abroad, fixed deposits, investments plans and any other financial titles.

Owner of the shares of other companies or legal entities.

Owner of Apartments, Houses, Buildings, Vessels, and any other movable or immovable properties or goods.

Managing and promoting of international business transactions.

International leasing of vehicles and machinery.

Borrowing or lending money, paying or receiving commission and fees, royalties or other.

Marketing and promotion of products and services.

ADVANTAGES OF LEBANON OFFSHORE COMPANIES.

No stamps duties related to contract

No tax on profit

No inheritance tax

No tax on payment for foreign resident

No capital gain on income

Bank Secrecy

HIGHLIGHTS OF LEBANON

Excellent corporation law

Flexible company law

No exchange control regulations

Political and Economic stability

Excellent Hotel accommodations

Excellent worldwide communications facilities

Skilled personnel

The Following Info/Documents are required to be kept at Cardwell Capital registered office.

Appropriate character references and other due diligence documents, as required.

Complete and updated share register shall be kept at the registered office of the company,

Complete and updated register of Directors and Officers shall be kept at the registered office

And copy of this document to be filed at the registrar of companies of the Lebanon.

DOUBLE TAXATION TREATIES (32)

Lebanon has signed the double taxation treaties with a certain number of countries such as:

Algeria – Armenia – Bahrain – Belarus – Bulgaria – Cuba – Cyprus – Czech republic – Egypt

France – Gabon – Iran – Italy – Jordan – Kuwait – Malaysia – Malta – Maroc – Pakistan – Poland – Qatar – Romania – Russia – Senegal – Sudan – Sultanate Of Oman – Syria – Tunisia

Turkey – U.A.E – Ukraine – Yemen. 

Features of Belize’ International Business Companies

International Business Companies (IBCs)

Business Transactions

IBCs may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.

Taxation

Full Exemption from taxation for any business activity or transactions carried outside the Belize.

Authorised Capital / Shares

Bearer Shares are allowed in Belize but subject to custodian services.
The register of shares has to be kept updated.
IBC standard share capital is $ 50.000.
Standard share capital in excess of USD $ 50.000, may be declared in exchange for a higher annual fee.

Directors, Officers and Shareholders

Shareholders, directors and/ or officers can be either corporate entities or natural persons.
Initial or ongoing changes in directors and / or officers need to be filed with Belize Registry.
The directors may grant special or general powers of attorney.
Companies are allowed to have a sole director. And it can be the share holder.
Neither the directors nor the officers need to be shareholders.
Shareholders, directors and officers may be of any nationality and may be residents of any country.
Shareholders and directors may hold their meetings in any country and may attend such meetings by proxy or by any electronic means (phone, fax, etc.)

Annual filing – Record keeping

No requirement to file annual returns or financial statements, no requirement to hold annual general meetings of Share holders or directors.

Incorporation and Administration

Excellent availability of company names for incorporation.
Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation)
The words “Limited”, “Corporation”, “Incorporated”, “Société Anonyme” or  “Sociedad Anónima” or the abbreviations “Ltd.” “Inc.” or “S.A.” AG may be used as a company’s name ending.
Incorporation documents may be drafted in any language and submitted together with an English translation.
Speedy incorporation procedures and simple ongoing administration.
Incorporation procedure takes 3 to 4 days
The Belize Registry is equipped with modern sophisticated computer equipment improving speed and efficiency in the processing of documents in a timely manner.
Shelf companies are available.

Registered Office

Registered Office in the Belize required.

Cost and Fees

Reasonable formation and maintenance costs and fees.

Continuation

Foreign companies can be speedily continued to the Belize.

Use of Belize International Business Companies (IBCs)

Holder of bank accounts, fixed deposits, investments plans and any other financial or commercial title.
Owner of the shares of other companies or legal entities.
Owner of apartments, houses, buildings, vessels and any other movable or immovable property or goods.
Manager and promoter of international business transactions.
International leasing of vehicles, machinery and others.
Borrowing or lending money, paying or receiving commissions, royalties or other.
Marketing and promotion of products and services.
Other commercial and financial activities.

Highlights of Belize

Excellent corporation law.
Flexible company law.
No taxes levied on international and banking transactions.
No exchange control regulations.
Political and economic stability.
Excellence hotel accommodations.
Excellent worldwide communication facilities.
Skilled personnel.
No capital gains, income or other kinds of taxes.

Documents required to be kept at (Belize) office, in accordance with the law

The following information/documents are required to be kept at the registered office of the company.

Appropriate character references and other due diligence documents, as required.
Complete and updated Share Register shall be kept at the Registered Office of the company, containing information of the name(s) and address (es) of the shareholders.
Complete and updated  Register of directors and officers shall be kept at the registered office of the company and a copy of this document to be filed at the registrar of companies of the Belize.

Company formation in UK – Limited / Ltd, Legal and Taxation Aspects

Company Type: Private Company Limited by Shares (Limited)

General Information

Company formation in Switzerland – AG, Legal and Taxation Aspects

Company Type:          Aktiengesellschaft (AG) (Public Limited Company)

Company formation in Switzerland – GmbH, legal and Taxation Aspects

Company Type:       Gesellschaft mit beschrankter Haftung (GmbH) (Limited Liability Company)

General Information

Company formation on Malta, Legal and taxation aspects

Company Type: International trading Company

Luxembourg holding, AG formation – legal and taxation information

Luxembourg holding, Gmbh formation – legal and taxation information

Luxembourg holding, AG formation – legal and taxation information

Company Type: Holding 1929, Soparfi holding Aktiengesellschaft (AG) (Public Limited Company)

Luxembourg holding, Gmbh formation – legal and taxation information

Company Type:       Holding 1929, Soparfi Holding Gesellschaft mit beschrankter haftung (Gmbh) (Limited Liability Company)

Luxembourg: General Information

Social and Economic Indicators
 

Why Choose Dubai as an Investment Location?

The Dubai economy enjoys a competitive of cost, market and environmental advantages

That create an ideal and attractive investment climate for local and expatriate businesses

Alike. In fact, these advantages not only rank Dubai as the Arabian Gulf’s leading multi-

Purpose business centre and regional hug, but they place it at the forefront of the globe’s,

dynamic and emerging market economies.

Dubai, with its ancient commercial and seafaring traditions, has long been recognized as

The Middle East region’s leading trading hug and has emerged as its key re-export

Centre. In more recent years, the Emirate has become a major venue for a number of

Growing, profitable industries and activities such as:

Meetings, conferences, exhibitions, tourism

Corporate regional headquarters

Regional transport, distribution and logistics centre

Banking, finance and insurance

Business and industrial consulting

Information and communications Technology

Light and medium manufacturing

This all became possible due to Dubai’s warm, welcoming people, world class facilities

And infrastructure and farsighted, open and liberal economy policies. Finally, committed

To a progressive vision of itself, keen to diversify its economy and diminish its reliance

upon shrinking oil revenues, Dubai has begun to develop into the Arabian Gulf’s premier

international business centre. Consider the factors that contribute to this ongoing success

story.

Dubai’s key Advantages

I. Strategic Location

Dubai is a time zone bridge between the Far East and Europe on the East-West axis and

the CIS  and Africa on the north-south axis. It is a gateway to a market that can be

characterized as:

Large – well established trading links exist with the greater than 1.5 billion people in the

Neighboring region covering the Gulf, Middle East/Eastern Mediterranean, CIS, Central

Asia, Africa and the Asian sub-continent,

Growing – Dubai’s total international trade has grown on average by over 11% per year

since 1988 and regional economic growth and liberalization should boost demand further,

Prosperous – a buoyant local economy strategically located in the midst of one of the

world’s richest and well endowed with ample supplies of cheap energy and primary

aluminum, also adjacent to major supplies of vital agro-export commodities,

Diversified – varied and significant import requirements generate opportunities for

product suppliers and re-exporters,

Accessible – served by over 120 shipping lines and linked via 85 airlines to over 130

global destinations,

Open – no exchange controls, quotas or trade barriers.

– Political and Economic Stability

– Open & Free Economic System

– World Class Infrastructure and Service Sector

– Competitive Cost Structure

International Companies setting up in Dubai can obtain significant cost advantages not

generally available internationally. The major factors are:

No foreign exchange controls

No trade barriers or quotas

Competitive import duties (5% with many exemptions)

Competitive labor costs – labor force is multi-lingual and skilled)

Competitive energy costs

Competitive real estate costs

Competitive financing costs and high levels of liquidity

No corporate profit or personal income taxes (Expect for oil companies and

branches of foreign banks)

– High Quality of Life, Excellent Living Conditions.

– Strong Local Commercial Tradition and Wide Choice of Potential Business

  Partners.

– Extensive Foreign Trade Network & Major Achievement in Export and Re-Export

  Performance

– Rapidly Developing Manufacturing sector Producing a Wide Range of High

  Quality, Competitive Export Products.

Legal forms of Company
 

Liechtenstein Foundation
 

Liechtenstein Establishment
 

Liechtenstein ‘Aktiengesellschaft’ (Company Limited by Shares)
 

Liechtenstein ’GmbH’ (Limited liability Company)
 

Trust settlement
 

The trust Enterprise
 

Liechtenstein Taxes (view more details)
 

International Tax Agreements (view more details)

Liechtenstein distinguishes between the legal forms of companies and companies which are commercially active and those which are note.

The distinction between a holding company and a domiciliary company is no longer made.

Liechtenstein Foundation (view more details)

The foundation is the most common form of a company established in Liechtenstein. Assets, with which the foundation is endowed, become separate from the assets of the founder, and are put to a specific purpose. The foundation created is a separate legal person. Foundations are best suited to the administration of assets and as a means of securing long-term, ordered succession. The foundation is suitable to only a limited extent for the pursuit of commercial objects.

Liechtenstein Establishment (view more details)

The establishment, or Anstalt, is a corporate form particular to Liechtenstein. It is an autonomous fund with beneficiaries which can be used as an instrument for commercial objects or for the administration of assets. The Establishment, therefore, can be used for a range of purposes. It is particularly suitable for commercial transaction but also as an asset-management company or as a holding company. The purpose is stipulated in the by-laws and can be of economic or non-economic nature.

Liechtenstein ‘Aktiengesellschaft’ (Company Limited by Shares)

The AG in Liechtenstein largely conforms in its legal form with the AGs of most other countries of continental Europe. The capital is divided into shares. Bearer or registered shares admissible, the minimum nominal value is not stipulated. The company limited by shares is suitable for all economic objects, in particular for active international commercial transactions, or for subsidiary companies or for assets etc.

Liechtenstein ’GmbH’ (Limited liability Company)

The Limited liability company (GMBH) is formed by two or more members, with a minimum of SFR 30,000 at their disposal, who join together for an defined purpose. The minimum subscription amount from any one shareholder is SFr 50, and further amounts need not be paid unless stipulated in the Articles. The liability of each partner is therefore limited to this exact amount.

Trust settlement

The trust settlement is based on the Anglo-American model. This legal instrument can be used in a similar manner to the foundation, but there is more freedom of structure with the trust, as there are no similar restrictions of its purpose.

The settler transfers real or personal property or rights (as trust property) to the trustee, who is obligated to hold or make use of this trust property against all others in his own name as an in dependent legal owner for the benefit of one or more third parties.  (Beneficiaries).

In contrast to the foundation, a legal person is not created, but a form of contractual relationship is made.

A) Language

The official language is German. A translation of the German-language formation deed will be prepared upon request.

B) Purpose/Object

The purpose/object may provide for the pursuit of commercial or non-commercial activities in any legally admissible form, for example, the trade of goods , the acquisition of investments, financing, the administration of real estate, leasing, the administration of assets for certain beneficiaries or for purely charitable purposes.

Banking business may only be pursued by banks, and the administration of assets for third parties may only be undertaken by licensed  Liechtenstein trustees.

C) Formation

The persons required for the formation of the trust are:

–          The settler

–          The Trustee(s)

–          The beneficiary / beneficiaries

The trust deed/deed of creation must be in writing, and the trustee most also accept the office in writing.

D) Creation

The trust comes into existence with the signing of the agreement (trust deed) by the settlor and the trustee or by means of a trust letter. The optional entry in the public register (instead of disposition) does not have a constitutive effect.

E) Registration or Deposition

If there is a desire to register the trust in the public register the following information must be provided:
– Date of formation
– Designation of the Trust settlement,
– The duration of the Trust (may be indefinite)
– The name and address of the trustees

The names and addresses of the settlor and beneficiaries are not required.

As an alternative to registration, it is possible to deposit the trust deed with the public register office. In this case, the trust settlement is not listed on any register and it is only possible to inspect the trust settlement when the person can prove their entitlement to do so.

F) Trust property

There is no stipulated minimum amount of trust property.

G) Administration

It is the responsibility of the trustee to attend to the administration of the trust. The trustee, in his/her own name, is personally responsible for the administration of the assets to the benefit of the beneficiaries. The address of the law office of a least one of the members of the administration must be in Liechtenstein, and he/she must possess certain professional qualifications.

In the case of a trust settlement, the Liechtenstein trustee may also be a legal/juridical person.

In addition to the trustee based in Liechtenstein, any number of natural or legal persons, residing/based in Liechtenstein or abroad, may also be made trustees.

H) Supervisor Bodies

In order to ensure the observance of the provisions in the trust deed, and auditor, a protector, a curator or a collator may be appointed.

I) Legal Representative

The law does not prescribe a legal representative for trust settlements

J) Beneficiaries

In a trust, the beneficiaries entitled to the yield and/or the assets are designated directly by the settlor or, having regard to the provisions in the articles. Through another body. In addition to the entitlement to designate the beneficial interest, the settlor or the specified body also determine, through the articles and/or by-laws, the conditions and the extent of the beneficial interest.

As a rule, the by-laws form an integral part of the articles and frequently have priority over them, but they need not be deposited with the public register office. The by-laws may be revocable or irrevocable, modifiable or unalterable. It is also possible for amendments to be admissible to start with and then, following the occurrence of a certain event (such as the death of the settlor), for the by-laws to be unalterable. Within certain limits, the implementing bodies must observe settlor’s instructions. Where no beneficiaries have been designated it may be assumed that the founder is the beneficiary. In this case succession shall be by inheritance. When certain prerequisites are fulfilled (as determined be law and the articles) the beneficial interest shall be exempt from creditor’s attachment.

K) Accountancy

There are accountancy requirements for a trust settlement.

L) Time required for formation

Not more than one week is required to form a company.

M) Powers of attorney

Powers of attorney may be conferred where, upon instruction of the administration, transactions are implemented by third parties. The holder of a power of attorney shall be under obligation to report to the administration. Due to the liability of the administration for the actions of the attorney it is casual to confer only specific powers of attorney limited with respect to time.

N) Liquidation

Trust settlements may be deregistered in a few says. Without exception, the prerequisite for deregistration is the conclusion of liquidation.

O) Fees and taxes

The special endowments without personality (trust) are neither taxed transparently nor are they subject to the taxation of revenue of legal entities in Liechtenstein. Provided that the seat or the actual management are located in Liechtenstein or provided that the company generates domestic revenues, only the minimum taxation of revenue (CHF 1,200.00) is levied.

P) Foreign Law

Trust settlement based upon foreign law may be formed in Liechtenstein. Liechtenstein law shall be applicable to third parties.

Q) The drawing up of a balance sheet.

There is no obligation to draw up a balance sheet , and there is no requirement to appoint an auditor. The trustee must keep his/her personal assets distinctly separate from the trust property, and in order to do this it is necessary to keep orderly books of account.

The Trust Enterprise

This extremely versatile legal form is particular to Liechtenstein. It is a flexible instrument that can be structured similarly to a corporation or a foundation. Depending upon the structure it takes, the trust enterprise may provide an instrument for commercial objects or for the administration of assets.

A)    Name

The name can be freely chosen in any language (in Latin or German characters), and imaginative names are also admissible. After registration, the company name is protected (exclusiveness of the registered name). Special permission must be obtained if you are intending to use national and international state or palce names in the company name.

B)    Language

German is the official language. A translation of the German-Language formation deed may be prepared upon request.

C)    Purpose/Object

The purpose/object may provide for the pursuit of commercial or non-commercial activities in any legally admissible from, for example, the trade of goods, the acquisition of investments, financing, the administration of real estate, leasing the administration of assets for certain beneficiaries or for purely charitable purposes. However, banking business may only be pursued by banks, and the administration of assets for third parties may only be undertaken by licensed Lichtenstein trustees.

D)    Nominal capital

The nominal capital, as determined in the articles, may be fixed in Swiss francs, euros or US dollars. Attention must be paid, however, to the minimum required capital. Upon formation the capital may be paid in cash or kind. The minimum capital must be CHF 30,000 or the equivalent value in any desired legal currency and may be divided into units of shares (with or without the character of securities).

E)     Formation

The Trust enterprise is formed by means of a formation deed and articles that must be submitted to the competent authorities. It may be formed by one natural or legal person. Generally, formation ensues on a fiduciary basis.

F)     Creation

The Trust enterprise under obligation to register first comes into existence upon entry in the public register (commercial Register)

G)    Governing Authority

The governing rights are usually held by the founder who then transfers these rights by means of an instrument of assignment (documentary evidence of ownership).

The property rights may also be assigned to persons other than the bearer(s) of the founder’s right.

The administration is undertaken by the board of trustees. In so far as commercial activities are undertaken, or the articles make provision for such activities, an audit authority must be appointed as a third governing body.

Further options for governing bodies may also be discussed.

H)    Administrative body

The address of the legal offices of a least one member of the administration (board of trustees) must be in Liechtenstein, and that person most possess certain professional qualifications. Any number of natural or legal persons residing in Liechtenstein or abroad may be made members of the board of trustees. The board is the trust’s responsible body.

I)       Auditor

If the Trust enterprise engages in commercial activities, or the articles provide for such activities, then an auditor must be appointed. Trustee, trust companies with a trustee concession, auditors and chartered accountants are licensed to act as auditors.

J)       Beneficiaries

In the case of the trust enterprise the beneficiaries entitled to the yield and/or the assets are designated either directly by the settlor or, depending upon the provisions in the articles, by another body. In addition to the designating the entitlement to the beneficial interest, the settlor or specified body also determines the conditions and extent of the beneficial interest with reference to the articles or by laws.

The by-laws which, as a rule, form an integral part of the articles and frequently have priority over them, need not be deposited with the public register office. They may be revocable or irrevocable, modifiable or unalterable. It is also possible for amendments to the admissible to start with and then, following the occurrence of a certain event (such as the death of the settlor), for the by-laws to be unalterable. Within certain limits the implanting bodies must observe the settlor’s instructions. Where no beneficiaries have been appointed it may be assumed that the founder personally is the beneficiary. In this case succession shall be by inheritance. If certain prerequisites determined by law and the articles are fulfilled, then the beneficiary interests shall exempt from creditor’s attachment.

I)       Accountancy

It is a legal requirement that the trust enterprise keep books of account. The books of account may be kept in any desired, legal currency and also in the English, French, Italian, submitted to the Liechtenstein tax administration office, in which case it must be accompanied by a German translation.

M) Declaration

Trust enterprises that do no engage in commercial activities and whose purpose/object as laid down in the articles does not provide for the pursuit of such activities (those enterprises created solely for the investment and administration of assets, or the holding of investments, or other rights) shall draw up a statement of assets and liabilities each year. Based on this, the Liechtenstein administrative body shall inform the public register office that a statement of assets and liabilities is available and that in the preceding year commercial activities were not pursued (The statement of assets and liabilities must not be submitted).

N) Time required for formation

Not more than one week is required for formation.

O) Powers of Attorney

Power of attorney may be conferred where, upon instruction of the administration, transaction are implemented by third parties. The holder of a power of attorney shall be under obligation to report to the administration. Due to the liability of the administration for the actions of the attorney it is usual to confer only specific of attorney limited with respect to time.

P) Liquidation
The trust enterprise may not be dissolved until six months at the earliest after the third call to creditors. In all cases, the prerequisite for deregistration is the conclusion of liquidation.

R) Beneficiary

In case where the individual/s entitled to the economic benefit of the Trust are not determined, it is assumed that the settlor, personally, is the beneficiary.

S) Submission of Balance sheet

If commercial activities are undertaken, or it is possible according to the articles that such activities may be undertaken, then an audited account must be submitted to the  Liechtenstein Tax administration Office.

 



]]> https://cardwell-capital.ch/liechtenstein/feed/ 0 https://cardwell-capital.ch/samoa/ https://cardwell-capital.ch/samoa/#comments Fri, 15 Jun 2012 06:56:34 +0000 http://localhost/cardwell/public_html/?p=460 >>more ]]>
 
Features of Samoa International Companies (ICs)
 

BUSINESS TRANSACTIONS

ICs may engage in any lawful business and may carry on transactions in whatever currencies they choose.

 

TAXATION

• Full exemption from taxation for any business activity or transaction carried out outside Samoa.

 

AUTHORIZED CAPITAL / SHARES

• Bearer shares are allowed, but subject to custodian services.
• No paid-in capital is required.
• No minimum or maximum capital requirements.

 

DIRECTORS, OFFICERS (SECRETARY) AND SHAREHOLDERS

• Shareholders, directors and/or officers can be either corporate entities or natural persons.
• Initial or ongoing changes in directors and / or officers need to be filed on the Register of Director(s) and Officer (s), and a copy must be kept at the registered Office in Samoa.
• The directors may grant special or general powers of attorney.
• Companies are allowed to have a sole director.
• Neither the directors nor the officers need to be shareholders.
• Shareholders, directors and officers may be of any nationality and may be resident of any country.
• Shareholders and directors may hold their meetings in any country and may attend such meetings by proxy or by any electronic means (phone, fax, etc.)
• The appointment of, at least, one secretary is mandatory.

 

ANNUAL FILING

• No requirement to file annual returns or profit tax.

 

INCORPORATION AND ADMINISTRATION

• Excellent availability of company names for incorporation.
• Familiarity of incorporation documents (Memorandum & Articles of Association, Certificate of Incorporation) because Samoa’s legal system has its foundations in English and Commonwealth statutory law.
• The word “Limited”, “Corporation”, “Incorporated”, “Berhad”, “Société Anonyme”, “Sociedad Anónima’,”Naamloze Vennootschap”, “Besloten Vennootschap”, “Gesellschaft mit beschrankter Haftung” or Aktiengesellschaft”, or the abbreviations “Ltd.”, “Corp.”, “Inc.”, “Bhd”, “S.A.”, “N.V.”,”B.V.”, “GmbH”, or “A.G.”, must be used as a company’s name ending.
• Incorporation documents may be drafted in Spanish or any language and submitted together with an English translation.
• Company names can be incorporated in Chinese characters and other accepted language forms (together with an English translation). Certificates of incorporation in English with Chinese characters are currently being issued.
• Speedy incorporation procedure and simple ongoing administration.
• Incorporation Procedure takes from 2 to 3 days
• Certificate of Incorporation in 24 hours.
• The Samoa Registry is equipped with modern sophisticated computer equipment improving speed and efficiency in the processing of documents in a timely manner.
• Relatively simple ongoing administration if activities of the company are not complicated and take place outside of Samoa.
• Shelf companies available.

 

RECORD KEEPING

• The company’s accounting books, records and minutes may be kept in any place or country chosen by the director.
• No requirement to keep or file annual accounts.

 

REGISTERED OFFICE, CORPORATE SEAL AND LEGALIZATION

• Registered Office must be located in Samoa.
• Corporate seal is optional.
• The Apostille is normally used to legalize documentation. Legalization via a consulate is also available for some countries.

 

COSTS AND FEES

• Reasonable formation and maintenance costs and fees.

 

CONTINUATION

• Foreign companies can be speedily continued to Samoa.

 

USES OF SAMOA INTERNATIONAL COMPANIES (ICS)

• Holder of bank accounts, fixed deposits, investments plans and any other financial or commercial title.
• Owner of the shares of other companies or legal entities.
• Owner of apartments, houses, buildings, vessels and any other movable or immovable property or goods.
• Manager and promoter of international business transactions.
• International leasing of vehicles, machinery, vessels and others.
• Borrowing or lending money, paying or receiving commissions, royalties or other.
• Marketing and promotion of products and services.
• Other commercial and financial activities.

 

HIGHLIGHTS OF SAMOA

• Excellent corporation law.
• Flexible company law.
• No taxes levied on offshore and banking transactions.
• No exchange control regulations.
• Political and economic stability.
• Excellence hotel accommodations.
• Excellent worldwide communication facilities.
• Skilled personnel.
• No capital gains, income or other kinds of taxes.

 

DOCUMENTS REQUIRED TO BE KEPT AT THE REGISTERED OFFICE (SAMOA), IN ACCORDANCE WITH THE LAW

 

The following information/documents are required to be kept at the registered office. Same will not be filed at the Samoa Registry.

 

• Appropriate character references and other due diligence documents, as required.
• Complete and updated original or a copy of register of members shall be kept at the registered office, with the information of the name(s) and address (es) of the members.
• Complete and updated original or a copy of register of directors and officers shall be kept at the registered office, with the information of the name(s) and address (es) of said directors and officers.

 

 

SOCIAL AND ECONOMIC INDICATORS

Location	Southern Pacific Ocean equidistant between Honolulu and Sydney and immediately east of the International Date Line.
Area	2,934 square kilometers, which comprises two large islands and seven small isles
Population	219,998 (July 2009 Est.)
Climate	Tropical
Official Language	English and Samoan.
Government	Parliamentary
Living Standard	Comfortable
Banking	Worldwide banking facilities available
Legal Tender	Samoa Tala
Industry	Food processing, building materials and auto parts.

 



]]> https://cardwell-capital.ch/samoa/feed/ 0