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JURISDICTION GUIDE

BELIZE BRITISH VIRGIN ISLANDS CAYMAN ISLANDS CYPRUS GIBRALTAR HONG KONG NEVIS PANAMA SEYCHLLES


Welcome to our Jurisdictions! Hello and welcome to Krollberg Partners. Your privacy partners. We’ve put this guide together to help you understand a little more about the world of offshore structures in the jurisdictions we work in. Inside you’ll find out about the types of offshore vehicles there are in each location and the rules that apply, and much, much more.

OUR JURISDICTIONS ARE • • • • • • • • •

Belize British Virgin Islands (BVI) Cayman Islands Cyprus Gibraltar Hong Kong Nevis Panama Seychelles

From tax efficient International Business Companies to asset protection foundations and flexible trust solutions, Krollberg Partners can help you with the right structure to keep you and your interests safe offshore! Our banking solutions are some of the most confidential in the world. We have private banks inside and outside the EU. AND REMEMBER! Krollberg Partners operate in a small number of jurisdictions that we completely understand. This enables us to keep pace with domestic and international legislation changes. This is ultimately very beneficial to you. And with Krollberg LifeTime we'll always keep in touch. Like no other offshore service provider, Krollberg has its own foundation in the West Indies to provide comprehensive nominee director and trustee shareholder services to our clients. This means your name appears on no public record anywhere in the world. And, Krollberg makes no charge for this service.

If you would to talk to a Consultant please call us on +44 207 712 6447 or email us at: london@krollberg.com Krollberg Partners. Keeping you safe offshore.

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BELIZE

elize is an established, first class location for offshore companies. Belize IBC´s (International Business Companies) are used for asset protection, offshore banking, international trade and investment activities. Belize IBC´s can be involved in the buying and selling of goods and services; holding bank accounts and the operation of businesses. Krollberg Belize IBC´s can be used for the ownership of real estate, property and land; for ownership of franchises and intellectual property licensing. Also ideal for personal service by individuals working overseas and offshore e-business. These are just some examples. The Belize IBC may be used in many other ways to save on taxes. Krollberg Tax is able to give expert advice and we’re here to assist you today.

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When you become a client of Krollberg Partners and establish your Belize offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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BELIZE Belize (formerly British Honduras) is a scenically beautiful, independent country located on the Caribbean seaboard of Central America. Belize covers an area of approximately 23,000 sq km, and is bounded by Mexico to the north and Guatemala to the west and south. The administrative capital of Belize is Belmopan, but the major commercial centre is Belize City, which is located on the eastern coast close to the major international airport.

POPULATION The population of Belize is about 320,000 of which some 70,000 live in Belize City. The population of Belize is ethnically diverse and includes descendants of the original Mayan culture and people of Chinese, Caribbean, Caucasian and East Indian descent.

POLITICAL STRUCTURE Belize has a long history of peace, stability and democracy. It became a British Crown Colony in 1862 and achieved complete self-rule in 1981. Belize is a member of the British Commonwealth, the United Nations and the Non-Aligned Movement. Belize is a parliamentary democracy and constitutional monarchy which recognises HM Queen Elizabeth II as head of state represented by a Governor General who must be a Belizean national. The National Assembly is composed of the Senate and the House of Representatives. The Senate has 12 members and the House of Representatives comprises of 29 members, directly elected at intervals of no longer than five years. The prime minister and cabinet have executive power. There are two main political parties; both parties are committed to the economic development of the country and the encouragement of overseas investment.

SNAPSHOT • Low start-up and annual maintenance costs • A minimum of one Director and one Shareholder. Any nationality and need not be resident in Belize • Directors can be individual or corporate bodies and need not be local residents • No public disclosure of Shareholders or Directors • Total exemption from all forms of local tax including stamp duty • No requirement to audit or file accounts and annual returns • Incorporation procedures are simple and normally completed in one day • FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection • IMPORTANT - A Belize Company is due for renewal on January 1 each year

QUICK VIEW

INFRASTRUCTURE AND ECONOMY Belize´s unspoiled environment with cays and barrier reef make it a popular destination for eco-tourists, whilst its clear unpolluted waters are excellent for swimming, diving, fishing and other aqua sports. The country also offers a unique mix of unspoiled woodlands, caves, mountains, waterfalls and jungle, in addition to a wealth of Mayan archaeological sites. There are also marine resort areas, forest reserves, wildlife sanctuaries and the world´s only jaguar reserve! Major exports are citrus products, sugar, bananas, fishery products, garments and timber and wood products. The offshore finance industry is generating an increasing proportion of national income.

LANGUAGE The official and spoken language is English but Spanish is widely spoken.

CURRENCY The Belize Dollar (BZ$).

EXCHANGE CONTROL Offshore activities are exempted from exchange control.

TYPE OF LAW Common Law. Based on English Company Law.

PRINCIPAL CORPORATE LEGISLATION International Business Companies Act, 1990, amended 2000.

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Location: Time: Capital: Official Language:

Central America GMT - 5 Hours Belmopen City English, Creole, Spanish Currency: BZD IDC: +501 Legal System: English Common Law Political System: Democratic Shelf Companies: Yes Incorporation Time: 24 Hours Directors: 1 Residency: Not required Corporate Directors: Yes Shareholder Disclosure: No Nominee Directors: Yes Bearer Shares: Yes but immobilised Min. Shares: 1 Public Share Registry: No Meetings: Subject to Memorandum & Articles Registered Office: Yes Annual Accounts Return: No Audit Requirements: No Bank Accounts: Anywhere in the world


BELIZE Company Info Restrictions on Trading Cannot trade within Belize or own real estate there. Cannot undertake the business of banking, insurance, assurance or reinsurance, Company management or registered office facilities for Belizean incorporated Companies. Powers of Company A Company incorporated in Belize has the same powers as a natural person. Language of Legislation and Corporate Documents English. Shelf Companies Available Yes. Time to Incorporate One day. Name Restrictions Any name that has already been incorporated in Belize, or is so similar as to cause confusion. Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive. Names such as Royal or imperial and any name that suggests the patronage of Belize Government. Language of Name A Belize IBC can be incorporated using any language. Chinese language incorporations with Chinese documentation are popular. Registered Office Required Yes, must be maintained in Belize at the address of a licensed management company.

Names Requiring Consent or License Bank, building society, savings, loans, insurance, assurance, reinsurance, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries. Suffixes to Denote Limited Liability Limited, Corporation, Incorporation, SociĂŠtĂŠ Anonyme, Sociedad AnĂłnima, Aktiengesellschaft or the relevant abbreviations. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your Belize company and open a highly confidential bank account at the same time. To make the most of your Belize IBC, a confidential bank account is a must. Belize Offshore Anonymity Belize has traditionally offered excellent privacy. Belize offshore companies are not required to disclose the names of Beneficial Owners, Shareholders and Directors to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Belize company can never be discovered.

BELIZE COMPLIANCE Authorised and Issued Share Capital The usual authorised share capital is US$50,000 divided into shares with or without par value. The share capital may be expressed in any currency. The minimum issued capital may be one share of no par value or one share of par value. Classes of Shares Permitted Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Financial Statements Required Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records that reflect the financial position of a company. Directors The minimum number of Directors is one. Directors may be natural persons or corporate entities, they may be of any nationality and need not be Belize resident.

Taxation A Belize International Business Company does not pay any tax on its worldwide profits to Belize authorities.

Company Secretary A Company Secretary is not a requirement under the Act, but a Secretary is normally appointed to facilitate signing obligations.

Double Taxation Agreements Belize is not a party to any double tax agreements.

Shareholders The minimum number of Shareholders is one.

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BELIZE OVERVIEW Belize became a British Crown Colony in 1862 and became independent in 1981. Belize is now a parliamentary democracy. The government of Belize is fully committed to the ongoing development of Belize as a leading offshore jurisdiction. Through regular consultations with the private sector, the government ensures that its policies and legislation continue to meet the needs and the interests of the international financial community in an environment which engenders trust and confidence. The Belize International Business Company (IBC) is the most popular form of offshore corporate structure. An IBC is formed under the International Business Company Act 1990 and generally must conduct its trading and business outside Belize. However, Belize´s legislation also allows an IBC to carry on a number of activities within Belize. Belize offshore companies are used for a variety of tax planning and international investment purposes.

TYPES OF COMPANIES Belize International Business Companies (IBC) All International Business Companies (IBC’s) located in Belize are formed under the International Business Company Act 1990 and is the most commonly used Company by offshore and foreign business in conjunction with a Belize Trust. • Only one Director is required and may be an individual or a Corporation • A secretary is not required • Subscribers may include an individual, Corporation or Trust • There is no minimum capital requirement • Bearer Shares of no par value may be issued and must be held by the Registered Agent • A Registered Agent and local registered office must be appointed and are the only details available on public record • Director and Shareholder information is not required to be filed • Nominee Shareholders are allowed using local Agents

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• There is no requirement to file accounting reports or audits • Meetings are not required • An IBC must not carry on business with residents of Belize or own interest in real property in Belize Belize Trusts Belizean Trust established under the Trusts Act, 1992 and often incorporate a Belize IBC which provides added security and allows the trust to withhold of its existence and beneficiaries from third parties. • A Belize Trust may not be set aside on the basis of claims from creditors in another jurisdiction or the order of a foreign court • The Trust may be created by oral declaration, in writing, conduct operation in law or by any other manner • Registration of a Trust is optional • The maximum duration of a Trust is 120 years and Trust income may be accumulated for a period not exceeding the maximum duration.


BRITISH VIRGIN ISLANDS

he British Virgin Islands (BVI) is a British overseas territory to the east of Puerto Rico in the northern Caribbean and close to the Atlantic. BVI is the Grandfather of the offshore industry and as such is one of the biggest offshore financial centres in the world. This means that the islands are very advanced and prosperous - the ideal place for anyone looking to form an offshore structure, thanks to the favourable taxation system, a politically stable environment and excellent company regulations. Krollberg BVI companies can be used for almost any purpose to save on tax. Remember, Krollberg Tax can help you get the right structure in place and working quickly. Contact us today for expert advice.

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When you become a client of Krollberg Partners and establish your BVI offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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BRITISH VIRGIN ISLANDS The British Virgin Islands is an archipelago of over 40 islands, 16 of which are inhabited. Discovered by Columbus who is said to have been so impressed by their large number that he named them "Las Virgenes" in honour of St. Ursula and her 11,000 attendant virgins they lie to the north west of the United States Virgin Islands. The neighbour with the largest land area is Puerto Rico, 96 km to the west. Except for Anegada, which is a flat reef surrounded island of coral limestone, the Islands are hilly and enjoy a subtropical climate. Their greatest tourist attraction is their superb beaches.

POPULATION The population is about 23,000. The largest and most heavily populated Island is Tortola which has 18,000 inhabitants. 90% of the inhabitants are of African descent, the balance being made up of Indian, European or mixed race. The capital, Road Town, is on the southern shore near Sir Francis Drake Channel. Tortola is connected by a road bridge to Beef Island, and the local airport.

POLITICAL STRUCTURE In 1672, Britain claimed Tortola. Simultaneously, Denmark asserted her sovereignty over St. Thomas and St. John; then in 1773 Denmark purchased St. Croix from France. The Danish Islands were sold to the United States in 1917 for US$25 million. Relations between the United States and British Virgin Islands are very good. The British Virgin Islands are a UK overseas territory with self-government in most internal matters. Under the 1977 constitution, HM Queen Elizabeth II is represented by a Governor responsible for public services, external affairs, defence and internal security, with reserved legislative powers as necessary for the exercise of special responsibilities. On all other matters, the executive council has authority. The executive council consists of the Governor, the Chief Minister, the Attorney-General and three other ministers appointed by the governor from the legislative council on the advice of the Chief Minister. The legislative council has a four year term and consists of a Speaker, 13 directly elected members and the Attorney-General.

INFRASTRUCTURE AND ECONOMY There is an excellent daily air service between the Islands and the USA. Cruise ships call in weekly to the Islands and there are freight carriers. The economy, one of the most prosperous in the Caribbean area, is highly dependent on the tourist industry, which generates about 21% of the national income. In 1984, the Government offered offshore registration to companies wishing to incorporate in the Islands. By 2006 the number incorporated had exceed 750,000. Incorporation in the first three quarters of 2006 exceeded 51,000 making the British Virgin Islands the world’s leading offshore jurisdiction. The BVI is the only Caribbean jurisdiction to boast the presence of all five of the largest offshore law firms in the region and the legal profession presence in the territory continues to expand. The finance sector and ship registration now generate approximately 50% of government revenue.

LANGUAGE The official and spoken language is English.

CURRENCY US Dollar.

EXCHANGE CONTROL None.

TYPE OF LAW

SNAPSHOT • A BVI Business Company requires no disclosure of Directors or Shareholders to the government or on any public record • The British Virgin Islands do not require a resident Secretary, local Directors or local Shareholders • With over 500,000 companies registered, the British Virgin Islands is the world´s leading offshore jurisdiction • BVI offshore companies are exempt from all taxes • A British Virgin Islands BC is allowed to have bank accounts in any region of the world • A BVI Company takes up to two business days to incorporate (usually 24 hours) • There is no limit for the maximum capital of the Company • FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection • IMPORTANT - A BVI Company is due for renewal on its anniversary of incorporation

QUICK VIEW Location: Time: Capital: Official Language: Currency: IDC: Legal System:

Political System: Shelf Companies: Incorporation Time: Directors: Residency: Corporate Directors: Shareholder Disclosure: Nominee Directors: Bearer Shares: Min. Shares: Public Share Registry: Meetings:

Common Law, based on English Common Law with local modifications and local statutes.

PRINCIPAL CORPORATE LEGISLATION The Companies Act (Cap. 285) and The BVI Business Companies Act, 2004. (“The BVI BC Act”). All Companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVI BC Act from 1st January 2007.

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Registered Office: Annual Accounts Return: Audit Requirements: Bank Accounts:

Eastern Caribbean GMT – 4 Hours Road Town English USD +1 284 Based on English Common Law. UK Privy Council is final court of appeal Democratic Yes 24 Hours 1 Not required Yes No Yes Yes 1 No As and when Directors/ Shareholders Determine Yes No No Anywhere in the world


BRITISH VIRGIN ISLANDS Company Info Restrictions on Trading Cannot trade within the British Virgin Islands or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot offer its shares for sale to the public. Powers of Company A Company incorporated in the British Virgin Islands has the same powers as a natural person. Language of Legislation and Corporate Documents English. Shelf Companies Available Yes. Time to Incorporate Normally 24 hours. Language of Name Latin Alphabet. Any name in a language other than English must be accompanied by a translation to ensure that the name is not restricted. Registered Office Required Yes, must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

Names Requiring Consent or License Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents. Suffixes to Denote Limited Liability Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima or their relevant abbreviations. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your BVI company and open a highly confidential bank account at the same time. To make the most of your BVI BC, a confidential bank account is a must. British Virgin Islands Offshore Anonymity BVI has traditionally offered excellent privacy. BVI offshore companies are not required to disclose the names of Beneficial Owners, Shareholders and Directors to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your BVI company can never be discovered.

BVI COMPLIANCE Share Capital The normal share capital is US$50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital may be expressed in any currency. The minimum issued capital is one share of no par value or one share of par value. Classes of Shares Permitted Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Taxation A Business Company does not pay any tax on its worldwide profits to the British Virgin Islands authorities. Double Taxation Agreements The British Virgin Islands has treaties with Japan and Switzerland, although they have limited benefit and are not applicable to offshore business. Financial Statements Required Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company.

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Directors The minimum number of Directors is one. Directors may be natural persons or corporate bodies. They can be of any nationality and need not be resident. A copy of the Register of Directors must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000. Company Secretary A Company Secretary is not a requirement under the Act, but a Secretary is normally appointed to facilitate signing obligations. An imprint of the Company Seal must be held at the Registered Office. Failure to do so may result in a fine of US$10,000. If the Minute Books containing records of meetings of members and Directors are not held at the Registered Office the address at which these books are held needs to be provided. Shareholders The minimum number of Shareholders is one. A copy of the Register of Members must be held at the Registered Office and any changes to the Register must be sent to the Registered Office within 15 days of the change. Failure to do so may result in a fine of US$10,000.


BRITISH VIRGIN ISLANDS OVERVIEW Business Company’s ("BC´s") are companies incorporated in the British Virgin Islands ("BVI") under the International Business Companies Act, 2004 (All companies previously incorporated under the International Business Companies Act, 1984, automatically became subject to the BVI BC Act from 1st January 2007). BVI BC´s are a very popular and widely used offshore companies because of their administrative ease, flexibility, taxation exempt status and the fact that they are widely accepted and understood by the international financial community. BVI BC´s may not own real property in the BVI, other than the lease of an office, and may not carry on banking or trust business (unless licensed under the Banks and Trust Companies Act, 1990) or insurance or re-insurance business (unless licensed in the BVI to carry on that business). Otherwise, BVI BC´s may engage in any activity that is not illegal under the laws of the BVI subject to any restrictions in their Memorandum of Association.

TYPES OF COMPANIES British Virgin Islands Business Company (BC) All Business Companies (BC’s) located in BVI are required to establish and maintain a Register of Directors, and must appoint their first director within 30 days of the BC´s incorporation. • Only one Director and one Shareholder are required • Shareholders, Directors and Officers do not need to be residents in the BVI and there is no stipulation as to their nationality • There is no minimum capital requirement; shares may be either registered or bearer and may be issued in any currency • Accounts do not need to be kept. However, if they are kept there is no requirement for an audit • No returns are needed for Shareholders, Directors or Officers • Shareholders´ and Directors´ meetings do not need to be held in the BVI and can be held by telephone • The Memorandum and Articles of Association are the only documents held on public record • No business may be transacted with residents in the BVI • No ownership interest in property in the BVI is permitted. Property may be leased for office use only • Banking or Trust business may be carried on only if an appropriate license is issued • A licence is required to carry on insurance or reinsurance business • A registered agent must be appointed • BC´s are exempt from BVI taxes by statute British Virgin Islands Company Limited By Guarantee A Company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the Company´s debts. The Articles can provide for the members to have differing "shares" of the assets and liabilities. This corporate form is useful for non profit organisations. • Members are not listed on the annual return • Control of assets can be achieved without the use of shares • Profits can be classified as capital gains rather than income in some jurisdictions

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British Virgin Islands Limited Partnership BVI Limited Partnerships are governed by the Limited Partnerships Act 1996; as regards general partnerships this act reproduces almost exactly the common law provisions of the English Partnership Act 1980, but the clauses dealing with limited partnerships follow modern US Delaware precedent. The BVI Limited Partnership legislation was designed to facilitate the use of such vehicles in investment and mutual funds. • There are one or more general partners with unlimited liability and management responsibility • Limited Partners are liable only to the extent of their capital contributions • The Limited Partner´s identity does not need to be disclosed • The same person may be the General and the Limited Partner • There are no minimum capital requirements debt to equity ratios • Local Partnerships may transact local business but are not tax exempt • International Partnerships may not transact local business but are tax exempt British Virgin Islands Trusts The trust law of the British Virgin Islands is based on English trust law. The Trustee Amendment Act 1993 (the "Amendment Act") updated the original British Virgin Islands Trustee Act (itself largely based on the English Trustee Act 1925). • BVI Trusts are exempt from registration and Trustees do not need to file annual returns or any other reports • Provided there are no beneficiaries and the Trust does not conduct business in the BVI then the Trust will be exempt from all taxes • Private Trust Companies (PTC) are exempt from obtaining a trust licence


CAYMAN ISLANDS he Cayman Islands are one of the most respected offshore centres in the world and boasts the largest offshore banking centre with more than 600 banks. The Cayman´s, which are in the Caribbean also have a considerable number of Trust Company operations. With no Income tax or corporation tax; no capital gains tax; no inheritance tax or other estate taxes, the Cayman Islands have long been a favourite for high quality offshore planning. Krollberg Cayman companies can be used for almost any purpose. Remember, Krollberg Tax can help you get the right structure in place quickly. For expert advice, contact us today.

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When you become a client of Krollberg Partners and establish your Cayman Islands offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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CAYMAN ISLANDS The Cayman Islands consists of a group of three islands in the Caribbean: Little Cayman, Cayman Brac and Grand Cayman. The main Island, Grand Cayman, is situated about 500 miles southeast of Miami.

POPULATION The population is about 50,000.

POLITICAL STRUCTURE The Cayman Islands are a British colony and therefore the United Kingdom Parliament at Westminster retains the right to legislate. A Governor who is appointed by the Queen Elizabeth II heads the Cayman Islands Government. There is a Legislative Assembly consisting of 18 seats: 3 appointed members from the Executive Council (Financial Secretary, the Attorney-General and Administrative Secretary) and 15 members elected by the popular vote. An Executive Council, consisting of three official members appointed by the Governor and four members elected by the Legislative Assembly, formulates policy and advises the Governor. Appointments are to a four-year term.

INFRASTRUCTURE AND ECONOMY The economy of the Islands is strong, enjoying full employment with most of the revenue being derived from the financial services sector and tourism. Miami is one hour away by air and the Island has direct air links with New York, Atlanta, Tampa, Houston and Jamaica. The Islands are a popular cruise-ship stop.

SNAPSHOT • A minimum of one Shareholder and one Director is required • Shareholder and Director registers are not available for public inspection • Total exemption from all forms of local taxation including stamp duty • Companies can be formed and registered within one or two working days • Foreign Companies from approved jurisdictions may apply to be registered by way of continuation as a Cayman Exempted Company • First class accounting, legal and banking services • Political stability • FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection • IMPORTANT - A Cayman Islands Company is due for renewal on December 31 each year

LANGUAGE English.

CURRENCY Caymanian Dollar.

EXCHANGE CONTROL None.

TYPE OF LAW Common Law based on English Common Law.

PRINCIPAL CORPORATE LEGISLATION The Company Law of the Cayman Islands is based on the English Companies Act of 1948 and can be found in the Cayman Islands: Companies Laws (2007 Revision) Companies (Amendment) (No 2) Law 2009 Companies (Amendment) Law 2010.

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QUICK VIEW Location:

Western Caribbean Time: GMT - 5 Hours Capital: George Town Official Language: English Currency: KYD IDC: +1 345 Legal System: Based on English Common Law Political System: Democratic Shelf Companies: Yes Incorporation Time: 2 Days Directors: 1 Residency: Not required Corporate Directors: Yes Shareholder Disclosure: No Nominee Directors: Yes Bearer Shares: Yes Min. Shares: 1 Public Share Registry: No Meetings: Yes by Proxy Registered Office: Yes Annual Accounts Return: Yes Audit Requirements: No Bank Accounts: Anywhere in the world


CAYMAN ISLANDS Company Info Restrictions on Trading Cannot trade within the Cayman Islands, own real estate in the Cayman Islands. Cannot undertake the business of banking, insurance business or mutual fund business unless licensed. Cannot solicit funds from the public. Powers of Company A Cayman Islands Exempt company has all the powers of a natural person. Language of Legislation and Corporate Documents English. An Arabic language facility was enabled in 2007. Registered Office Required Yes, must be maintained in the Cayman Islands. Shelf Companies Available Yes. Time to Incorporate Two days. Name Restrictions Bank, insurance, assurance, reinsurance, trust, municipal, charter, co-operative, their foreign language equivalents or any name that, in the opinion of the Registrar, would suggest a connection with a Royal family or Government authority. Language of Name Names can be expressed in any language using the Latin alphabet, Chinese or Arabic, if the Registrar of Companies receives a translation. The corporate documents will be in English.

Names Requiring Consent or License Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, asset management, trust, trustees or their foreign language equivalent. Suffixes to Denote Limited Liability There is no requirement to utilise a suffix to denote limited liability, although normally companies are incorporated to include the suffixes Limited, Incorporated, Corporation or their abbreviations. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your Cayman Islands company and open a highly confidential bank account at the same time. To make the most of your Cayman IBC, a confidential bank account is a must. Cayman Islands Offshore Anonymity The Cayman Islands has traditionally offered excellent privacy. Cayman offshore companies are not required to disclose the names of Beneficial Owners, Shareholders and Directors to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Cayman company can never be discovered.

CAYMAN ISLANDS COMPLIANCE Authorised and Issued Share Capital The minimum is US$1, but it is normal to incorporate with an authorised share capital of US$50,000; divided into 50,000 common voting shares of US$1, this being the maximum for the minimum capital duty payable to the Registrar of Companies. The minimum issued share capital is one share of no par value or one share of part value.

company shall cause to be kept proper books of account including where applicable, material underlying documentation including contracts and invoices. Such documentation must be retained for a minimum period of five years from the date on which they are prepared�. Failure to retain such records shall be subject to a penalty of $5,000. Unregulated Exempt Companies do not need to file accounts.

Classes of Shares Permitted Registered shares of par or no par value, preference shares, redeemable shares and voting or non-voting shares.

Directors The minimum number of Directors is one. The Directors may be natural persons or corporate entities. The Directors may be of any nationality, and need not be resident in the Cayman Islands.

Taxation There is no form of taxation in the Cayman Islands relating to individuals, Corporations or Trusts. Double Taxation Agreements The Cayman Islands has no double tax agreements.

Company Secretary The Cayman Islands Companies Ordinance does not make any specific reference to a requirement for a Company Secretary. However, it is customary to appoint one. Can be either a natural person or a corporate entity.

Financial Statements Required Companies (Amendment) Law 2010 states that “Every

Shareholders The minimum number of Shareholders is one.

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CAYMAN ISLANDS OVERVIEW The Cayman Islands is a British Overseas Territory located in the western Caribbean Sea. The territory comprises the three islands of Grand Cayman, Cayman Brac, and Little Cayman, located south of Cuba and northwest of Jamaica. The Cayman Islands are considered to be part of the geographic Western Caribbean Zone as well as the Greater Antilles. The territory is a major world offshore financial centre.

TYPES OF COMPANIES Cayman Islands Ordinary Non Resident Company An ordinary Non Resident Company is formed under the same rules as an Ordinary Resident Company (Local Company Law, 1995), the difference being the Company is not allowed to do business within the islands. This form of company along with the Exempt Company is the normal choice for offshore companies. Once a certificate of non residence is granted the company is relieved of the licensing requirement and the need to provide a Shareholders list. • Accounts must be kept although there no filing requirements and no audit is necessary • General meetings may be held anywhere in the world • One annual Shareholders meeting must be held in the Caymans • Only one Director and Shareholder is required • Shareholders, Directors and Officers do not need to be resident in the Caymans and there is no stipulation as to their nationality • No business may be transacted within the Cayman Islands • A Registered Agent must be appointed • A Non Resident Company may apply to convert to an Exempt Company Cayman Islands Exempt Company The differences between a Non Resident Company and an Exempt Company are • A Directors meeting must be held in Cayman once a year and may use proxies • An Exempt Company may issue bearer shares • It does not have to use the Limited or Ltd in the name • A Shareholders meeting does not need to be held in the Cayman Islands • An Exempt Company does not need to file or keep a list of Shareholders • It may obtain a Certificate of Tax Exemption for any future Cayman taxation • Incorporation and annual fees depend on capital

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Cayman Islands Duration Exempt Company The differences between an Exempt Company and a Limited Duration Company are • The Company must have a lifespan of 30 years or less • It must have at least two members at any one time • Management of the company may be carried out by the Shareholders or delegated to a board of Directors • The name of the company must include Limited Duration Company or LDC • Events are specified in which the company will be automatically wound up or dissolved Cayman Islands Exempt Limited Partnership An Exempt Limited Partnership can be formed or an existing Limited Partnership may apply to become an Exempt Partnership. • The statement to the Registrar does not need to include the names of the Limited Partners or their contributions • It must not do business with the Cayman public • An Exempt Partnership may apply for a 50 year Certificate of Tax Exemption Cayman Islands Trusts The trust law in the Cayman Islands is based on English trust law, with recent modifications in 1996 and again to the Trust Law in the 2001 Revision. • The perpetuity period for a Cayman Trust is 150 years • Trusts do not have to be registered • Registered Trusts can be exempt • Specific provisions exist for the recognition of foreign judgments and the exclusion of forced heirship


CYPRUS ne of the key benefits of using a Cyprus offshore company is that Cyprus has double-tax treaties with well over 45 other countries, including most major Western high-tax countries and most Central and Eastern European states. This is unusual for a tax haven and means that Cyprus is a very good choice for holding and investment companies. It´s also on the OECD white list and has implemented numerous tax information exchange agreements.

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Cyprus IBC´s can be used for the ownership of real estate, property and land; for ownership of franchises and intellectual property licensing. Also ideal for personal service by individuals working overseas and offshore e-business. These are just some examples. The Cyprus IBC may be used in many other ways to save on taxes. Krollberg Tax is able to give expert advice. Contact us today.

When you become a client of Krollberg Partners and establish your Cyprus offshore company, the following is included • • • • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Local Director Local Company Secretary Tax Registration Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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CYPRUS Cyprus is the third largest island in the Mediterranean after Sicily and Sardinia. Located in the north eastern end of the Mediterranean Sea, Cyprus is effectively a crossroads linking Europe, Asia and Africa. It covers an area of over 9,000 sq km and lies 65 km south of Turkey, 96 km west of Syria, 385 km north of Egypt and some 980 km southeast of Athens. The capital is Nicosia. The principal topographical features of Cyprus are the two mountain ranges running along the centre and north east of the Island, separated by a wide and fertile plain. Cyprus has a pleasant climate with dry, hot summers and mild winters.

POPULATION The population of Cyprus is just over 900,000. Greek Cypriots form the largest ethnic community representing approximately 85%; Turkish Cypriots comprise the second largest community representing 12%, with the remaining 3% representing other minorities.

POLITICAL STRUCTURE Cyprus became an independent Republic in 1960. The political system is modelled on Western democracies in which individual rights are respected and private enterprise is given every opportunity to develop. Under its Constitution, Cyprus has a presidential system of Government. The President is the Head of State and is elected for a five-year term of office. The executive arm of the Government is the Council of Ministers to which the President appoints members. The Ministers are responsible for the administration of all matters falling within the domain of their ministries and for the implementation of legislation. Legislative power is in the hands of the House of Representatives, which consists of 56 elected members who hold office for a period of five years. A multi-party system operates in Cyprus and the electoral system is based on proportional representation. The legal system is based on that of the United Kingdom and all statutes regulating business matters and procedure are based on English Law. Most laws are officially translated into English.

INFRASTRUCTURE AND ECONOMY Cyprus is readily accessible by air and sea. The major port facilities are those of Limassol and Larnaca, situated along the south coast of the Island. The economy of Cyprus is based on a free enterprise system. The Government´s role is limited to regulation, planning and the provision of public utilities.

SNAPSHOT • • •

• •

• • •

Cyprus features an EU-lowest 10% corporate tax rate over profit A minimum of one Director and one Secretary is required A corporate entity, foreign or domestic, may act as a Director. Director´s information is available in the public record. Krollberg Partners provide a Local Director and Local Secretary as well as Nominee Directors and Shareholders A minimum of one Shareholder is required. Nominee Shareholders are allowed and widely used. A foreign corporate or individual Shareholder is also permitted Total exemption from all forms of local tax including stamp duty Audited annual financial statements and annual return must be submitted to the Registrar of Companies in both English and Greek Included in your formation is the Tax Registration of your company (TIC) Krollberg Partners provide local accounting and auditing services at very competitive rates FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection IMPORTANT - A Cyprus Company is due for renewal on its anniversary of incorporation

QUICK VIEW Location: Mediterranean Time: Capital: Official Language: Currency: IDC: Legal System: Political System: Shelf Companies: Incorporation Time:

LANGUAGE Greek, English and Turkish are the official languages of Cyprus. English is widely spoken and understood, particularly in commercial and government sectors.

Directors: Residency: Corporate Directors: Shareholder Disclosure:

CURRENCY Euro.

TYPE OF LAW Civil with many English Common Law influences.

Nominee Directors: Bearer Shares: Min. Shares: Public Share Registry: Meetings:

PRINCIPAL CORPORATE LEGISLATION The Companies´ law in Cyprus is the Cyprus Companies Law, Cap.113, which is based on the English 1948 Companies Act. Single member Companies were introduced by the Companies (Amendment) Act 2000 and other amending legislation was passed in 2000 and 2001.

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Registered Office: Annual Accounts Return: Audit Requirements: Bank Accounts:

Eastern GMT + 2 Hours Nicosia/Lefkosia Greek & Turkish EUR +357 Based on Common Law Democratic Republic Yes 5 – 10 Days (We have shelf companies available for faster incorporation times) 1 Not required Yes Names of Shareholders Disclosed Yes No 1 Yes Annual Meeting Required. Decisions signed by all Directors Yes Yes Yes Anywhere in the world


CYPRUS Company Info When wholly foreign-owned, a Private Company is referred to as an International Business Company. On January 1 2003 the favorable tax regime previously available to IBC’s was abolished and all companies are now taxed on the same basis. Type of company for international Trade and Investment • Company Limited by shares which is subdivided into: (a) Public Companies and (b) Private Companies which are also subdivided into: i. Exempt Private Company ii. Limited Private Company • Company Limited by Guarantee • The Partnerships and Business Name Law, Chapter 116, also provides for two general types of Partnerships: (a) General Partnership (b) Limited Partnership Restrictions on Trading Cannot undertake to the business of banking, insurance or the rendering of financial services to the public unless special permission is granted. Companies cannot trade with resident individuals or companies situated in Cyprus other than for the maintenance of premises, banking and professional services, unless they have special permission from the Central Bank of Cyprus. Language of Legislation and Corporate Documents English and Greek. Shelf Companies Available Yes. Registered Office Required Yes, must be maintained in Cyprus. Time to Incorporate Five to ten days, subject to name approval. For faster incorporation Krollberg Partners have shelf companies available. Name Restrictions Any word that the Registrar considers undesirable. Any name that is identical or similar to an existing company or sounds similar. Any name that implies illegal activity or implies Royal or government patronage, the following words or their derivatives: asset management, asset manager, assurance, bank, banking, broker, brokerage, capital, credit, currency, custodian, custody, dealer, dealing, deposit, derivative, exchange, fiduciary, finance, financial, fund, future, insurance, lending, loan, lender, option, pension, portfolio, reserves, savings, security, stock, trust or trustees. If the word “Group” is to

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be used in the company name the minimum number of Corporate Shareholders are two. Language of Name Names may be expressed in Greek or any language using the Latin alphabet if the Registrar is in receipt of a Greek or English translation and the name is not considered undesirable. Names Requiring Consent or License The following names or their derivatives require consent or a licence: "Asset Management" "Asset Manager", "Assurance", "Bank", "Banking", "Broker (s) / Brokerage", "Capital", "Credit", "Currency(ies)", "Custodian(s)", "Custody", "Dealer(s)" "Dealing", "Deposit(s)", "Derivative(s)", "Exchange", "Fiduciary(ies)", "Finance", "Financial", "Fund(s)", "Future(s)", "Insurance", "Lending", "Loan(s)", "Lender(s)", "Option(s)", "Pension(s)", "Portfolio", "Reserves", "Savings", "Security(ies)", "Stock", "Trust", "Trustees" their foreign language equivalents or any name that the Registrar considers may have a connection with the aforementioned. Suffixes to Denote Limited Liability Limited or Ltd. Company Seal No mandatory requirement but is permitted and generally used. Disclosure of Beneficial Ownership to Government Authorities The identity of the Beneficial Owners of a Cyprus Company may remain confidential if Corporate Shareholders are engaged to act as the Shareholder on behalf of the Ultimate Beneficial Owners. This confidentiality is maintained as long as the Company and its Ultimate Beneficial Owners are not involved in any criminal activity. Confidential Banking Krollberg Partners can incorporate your Cyprus company and open a highly confidential bank account at the same time. To make the most of your Cyprus IBC, a confidential bank account is a must. Cyprus Offshore Anonymity Cyprus has traditionally offered excellent privacy. Cyprus offshore companies are not required to disclose the names of the Beneficial Owners to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Cyprus company can never be discovered.


CYPRUS COMPLIANCE AUTHORISED AND ISSUED SHARE CAPITAL The share capital must be expressed in Euros. The usual authorised share capital of a Cyprus IBC is €5,000 and the minimum issued capital is €1,000.

operating from Cyprus are now in a much more beneficial position because they can enjoy the benefits deriving from the tax exceptions as well as the corporate tax benefits by virtue of the new tax legislation.

CLASSES OF SHARES PERMITTED Registered shares of par value, preference shares, redeemable preference shares and shares with no voting rights.

TAX EXEMPTIONS In view of the new tax legislation 50% of interest received by a corporation is tax exempt, excluding interest received from the recipient´s ordinary course of business or closely connected with the recipient´s ordinary business.

TAXATION By virtue of special provisions in the Cyprus Income Tax Laws, the net chargeable profits of Cyprus IBC companies are taxed at a rate of 10%. FIXED ANNUAL LEVY On 26th August 2011 The House of Representatives of Cyprus announced a fixed Annual Levy of €350 per annum on all Companies which is payable by the 30th June each year. Non-payment of the levy may result in deregistration by the Cyprus Register of Companies. DOUBLE TAXATION AGREEMENTS Cyprus has double tax treaties with: Austria, Bulgaria, Belarus, Belgium, Canada, China, the Czech Republic, Denmark, Egypt, France, Germany, Greece, Hungary, India, Ireland, Italy, Kuwait, Malta, Mauritius, Norway, Poland, Romania, Russia, (including most of the CIS countries, i.e. Azerbaijan, Armenia, Kyrgyzstan, Moldova, Uzbekistan and Ukraine), Singapore, Slovakia, Slovenia, South Africa, Sweden, Syria, Thailand, United Kingdom, USA and the former Yugoslavia. LICENCE FEE Not applicable. FINANCIAL STATEMENTS REQUIRED Amendments made in 2003 to the Companies Law as part of the EU accession process included the following changes: Every company must prepare a full set of financial statements in accordance with International Financial Reporting Standards, and every parent company that has one or more subsidiaries, other than a company which is itself a wholly owned subsidiary, should present consolidated financial statements Under article 120, every company must complete an annual return within a period of 42 days from the date of its Annual General Meeting and must file immediately with the Registrar of Companies, a copy of the annual return, signed by a Director and the Company Secretary. Under article 121, the annual return filed with the Registrar of Companies must be accompanied by the full set of financial statements DIRECTORS The minimum number of Directors is one. They may be natural persons or corporate entities, be of any nationality and need not be resident in Cyprus. COMPANY SECRETARY All Cypriot companies must appoint a Company Secretary, who may be a natural person or a corporate entity. It is advisable to appoint a resident Company Secretary. SHAREHOLDERS The minimum number of Shareholders is one. HOLDING COMPANIES Cyprus is a well established international centre, has been critically assessed as constituting an attractive location for holding companies from a tax perspective, among others. This is due to the accession of Cyprus to the European Union (EU) and the enactment of the new Cyprus tax legislation, which is now compatible with the acquis communautaire. Cyprus laws and practices are now harmonised with the EU Laws and Directives, the Code of Conduct and the Organization for Economic Cooperation and Development´s recommendation on Harmful Tax Corporation. TAX REGIME Unlike other countries in Europe, a Cyprus holding company must only hold a minimum 1% of the share capital of a foreign subsidiary in order to receive the tax benefits awarded by the new tax reform. NEW TAX LEGISLATION A uniform 10% corporate tax rate, applicable to the worldwide income, is now levied on all resident companies. This is the lowest corporate tax rate in the European Union and thus the most advantageous standard rate of corporation tax for Cyprus. The new taxation status on company is residence-based. A company is only resident in the Republic if its business is centrally managed and controlled in Cyprus. Therefore, under the new rules, a resident corporation is taxable on its worldwide income accrued or arising from sources both within and outside Cyprus if it is managed and controlled from Cyprus. In view of the new tax legislation, the Holding International Business Companies

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DIVIDENDS RECEIVED Dividends received from abroad are now totally exempt from corporation tax by virtue of the new tax legislation. Furthermore, they are also exempt from the 15% defence contribution provided that the direct holding is at least 1% of the share capital of the overseas company. RESTRUCTURING PROVISIONS In view of the incorporation of the EC Merger Directive 90/434/EEC into the new tax law, there are tax exemptions on the transfer of assets (including shares) under a reorganisation (merger/de-merger/transfer of assets). GAINS ON SHARES AND CAPITAL GAINS TAX Profits from buying and selling shares are exempt from tax. Furthermore, there is no capital gains tax except for the 20% capital gains tax applying on gains accruing from disposal of immovable property held in Cyprus and shares in nonlisted companies, which own immovable property in Cyprus. PROFITS FROM ACTIVITIES OF PERMANENT ESTABLISHMENT ABROAD The profits from a permanent establishment abroad are exempt from taxation. The exemption does not apply if (1) the permanent establishment directly or indirectly engages in more than fifty percent (50%) in activities that produce investment income, and (2) the foreign tax burden is substantially lower than that in Cyprus. CYPRUS BRANCHES OF COMPANIES With the accession of Cyprus in the EU, double taxation relief will be available to all Cyprus branches, of companies resident in other member states in the European Union, since there is no discrimination between the companies´ resident in a member state and the branches of such companies´ residence in another member state. DISTRIBUTIONS BY CYPRUS HOLDING COMPANIES Dividends paid to non-resident shareholders are exempt from withholding tax. In fact, Cyprus does not impose withholding taxes on payments of dividend, interest and royalties (provided the intellectual property rights are not used in Cyprus) to non-resident recipients. CARRY FORWARD OF LOSSES Tax losses for the year 2000 onwards may be carried forward indefinitely. Losses incurred abroad by a permanent establishment of a Cyprus company can be offset against profits of the Cyprus company. GROUP RELIEF The Group Relief rules are now enacted, providing for group relief of tax losses between a holding company and its subsidiaries in the event where the holding company owns at least 75% of the subsidiary directly or indirectly and/or otherwise among companies of the same group for the whole year. However, losses brought forward will not be available for Group Relief. By virtue of the said rules a company is considered as a member of a Group if it is at least a 75% subsidiary of the other, or both companies are at least the 75% subsidiaries of a third company. NETWORK OF DOUBLE TAX TREATIES Cyprus combines a low-tax regime with a network of double tax treaties. It has concluded the highest number of double tax treaties compared to any other offshore jurisdiction, particularly with Central and Eastern European countries and a number of Middle Eastern countries. Most of the Treaties follow the OECD model and all of them have the impact of reducing or eliminating the normal withholding taxes imposed by the contracting states on dividends, interest and royalty payments. This is beneficial for trade with certain Eastern European countries and Russia because foreign investors investing in Eastern Europe have the opportunity to channel their investments through a country, such as Cyprus, which has a treaty with the investment recipient country allowing for a reduction and in some cases elimination of the withholding taxes. CONCLUSIONS Cyprus, one of the smallest European low tax jurisdictions, is a suitable place for locating an intermediary company due to the Island´s combination of tax treaties and low-tax regime. Dividends can flow through the Cyprus company totally tax free and the

company can be used to take advantage of the extensive network of double tax treaties.


CYPRUS OVERVIEW Cyprus is an island in the Mediterranean Sea with a population of around 900,000. The official languages are Greek, Turkish and English. English is widely used in business, industry and government. Cyprus joined the European Union in 2004 and has showed a considerable growth in its economy during the past 15 years. It has a long history as an international financial centre. Cyprus enjoys the lowest corporate tax rate in Europe. There is a 10% corporate tax levied on the resident companies based on their worldwide income.

TYPES OF COMPANIES Cyprus Private Company Limited By Shares A Private Company is formed under the Cyprus Companies Law, Cap, 113 and is almost a direct copy of the English 1948 Companies Act. An International Business Company no longer has separate taxation status and is taxed accordingly however IBC’s are now able to trade inside Cyprus. • Company formation documents and annual returns must be filed in Greek • Cyprus company corporation tax is 10% • An IBC is only taxed on income from business carried out within Cyprus • There is no withholding tax on payments to non residents • Profits and dividends from outside Cyprus are tax free if less than 50% of the investment income • A Cyprus company must file an annual return Cyprus Exempt Private Company A Cyprus Private Company may become exempt if • Another Exempt Company holds 100% of its shares • The number of debenture holders is less than 50 • The Director is not a corporate body • An Exempt Company does not need to file an annual return • An Exempt Company is not subject to the statutory restrictions on loans to Directors Cyprus Public Company Limited By Shares A Company registered under the Act whose Articles do not contain the restrictions applicable to Private Companies is a Public Company. • A Public Company may obtain a listing on the Cyprus Stock Exchange Cyprus Company Limited By Guarantee Companies Limited by Guarantee are normally used only for charitable or non profit making purposes. They are similar to other types of Private Company except for their share structure.

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Cyprus General Partnership Partnerships are formed under the Partnerships and Business Names Law Cap 116 and must register its name, purpose, partner´s details and place of business within one month of formation. • A General Partnership may have 2 – 20 members • Partnerships do not need to file accounts or be audited Cyprus Limited Partnership These are similar to General Partnerships except that they have one or more general partners with unlimited liability and one or more limited partners. • Limited Partners liability is limited to the amount declared in the partnership return filed with the Registrar • Limited Partnerships used in conjunction with an offshore company offer possibilities for good tax planning structures Cyprus Local Trust A Local Trust is governed by the Cyprus Trustees Law Cap 193 and the Settlor and Beneficiaries are normally residents of Cyprus. The Trust and its property are subject to exchange controls. Offshore Trusts Offshore Trusts are the same as Local Trusts, with the exception that the Beneficiaries must be nonresident and all the Trusts activities must be outside Cyprus. International Trusts International Trusts are formed under the International Trusts Law of 1992. Both Settlor and Beneficiaries must be non residents; however one Trustee must be a resident of Cyprus


GIBRALTAR ogether with the highly reputable British Isles of Jersey, Guernsey and the Isle of Man, the Crown Colony of Gibraltar belongs to High Disclosure Offshore Centres which provide for greater legal certainty. It is also the only British offshore centre that is part of the European Union. It is the only British offshore centre that can, and will, increasingly be able to provide financial institutions with passporting rights and access to the single European market for financial services. A number of factors make Gibraltar attractive for offshore business - good geographical location and bilingual (English and Spanish) territory; cost effectiveness and attractive fiscal regime for offshore investors; excellent reputation, stable government and special status within the European Union - excellent infrastructure and communications; favorable tax status for offshore banks and no exchange controls. Gibraltar also has an attractive Trust regime. Trusts created by non-residents that generate overseas income are exempt from Gibraltar income tax. Speak to Krollberg Tax today for expert advice across all of these issues.

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When you become a client of Krollberg Partners and establish your Gibraltar offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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GIBRALTAR Gibraltar is famous for its dramatic rock. It is located in a strategic position at the southern end of the Iberian Peninsula. It overlooks the Straits of Gibraltar and is linked to Spain by a narrow roadway which crosses its aircraft runway. Gibraltar is imposing but small and measures approximately 6.5 sq km.

SNAPSHOT •

POPULATION

The population of Gibraltar is about 30,000 although a substantial number of the working population commutes daily from homes nearby in Spain. A number of Moroccan, British and Indian expatriates live in Gibraltar.

POLITICAL STRUCTURE

• •

Gibraltar is a British Dependent Territory and is a Crown Colony with internal self-government based on a Constitution of 1969. It has its own elected House of Assembly, which legislates on domestic matters. The United Kingdom is responsible for defence, foreign affairs, financial stability and internal security. Gibraltar became part of the European Community in 1973 when it joined as a UK Dependent Territory under Article 227 (4) of the Treaty of Rome. Gibraltar enjoys special status within the Community and is exempted from the Common Customs Tariff, the Common Agricultural Policy and Value Added Taxation.

INFRASTRUCTURE AND ECONOMY Since the opening of the border with Spain in 1985, the level of tourism and investment has increased dramatically. Several international banks and insurance companies have offices in Gibraltar. Gibraltar has excellent modern postal and telecommunications systems. Thanks to a joint venture between the Gibraltar Government and the Nynex Corporation of the USA, Gibraltar enjoys the latest in digital and fibre-optic telecommunications. This has produced a growth in the technology sector with a number of betting and gaming companies taking advantage of the low-tax regime and good telecommunication facilities. The growth in the gaming industry has not only produced in excess of 1,100 jobs but the industry also pays in excess of £4M to the Government each year in Gaming Tax. The Port of Gibraltar enjoys free port status and hosts frequent calls from many of the world´s shipping lines, both passenger and freight. Bunkering is a significant business in Gibraltar. Gibraltar’s Stock Exchange, “GibEx” opened in May 2007 and has the technical assistance of the Vienna Stock Exchange as well as Bank Medici. A major partner of the Stock Exchange is Van der Moolen NV which is known to be the fourth largest liquidity provider on the New York Stock Exchange.

LANGUAGE The official and spoken language is English. Gibraltarian is a mix of English, Spanish, Arabic and Maltese.

CURRENCY Gibraltar Pound which is on par with the British Sterling.

EXCHANGE CONTROL None.

TYPE OF LAW Common Law based on English Common Law.

PRINCIPAL CORPORATE LEGISLATION Based on the United Kingdom 1929 Companies Act (as amended) and the Companies Ordinance 1984 (as amended). The tax status of Gibraltar Companies is established by the Gibraltar Companies Ordinance of 1967. Recent amendments to the Act ensure that all relevant EU Directives are implemented.

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• • • • •

A minimum of one Shareholder and one Director is required. They may be of any nationality and must not be resident in Gibraltar All Gibraltar companies must appoint a resident Company Secretary, who may be a natural person or a corporate entity The names of Company officers appear on public record. Anonymity can be preserved by the use of Krollberg’s Nominee Directors and Shareholders Accounts and tax filing must be submitted every year The tax rate is 10% as from 1st of January 2011. This rate of tax will be levied on company profits which derive in or accrue in Gibraltar Very stable jurisdiction with an excellent reputation Subject to name approval, a company can be incorporated within five working days Krollberg Express Incorporations operate in Gibraltar for a faster turnaround Krollberg shelf companies are available for immediate purchase FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection IMPORTANT - A Gibraltar Company is due for renewal on its anniversary of incorporation

QUICK VIEW Location: Time: Capital: Official Language: Currency: IDC: Legal System:

Mediterranean GMT + 1 Hour Gibraltar English GBP +350 English Law with local statute variations Political System: Democratic Shelf Companies: Yes Incorporation Time: 3 – 5 Days Directors: 1 Residency: Not required Corporate Directors: Yes Shareholder Disclosure: Yes Nominee Directors: Yes Bearer Shares: Yes Min. Shares: 1 Public Share Registry: Yes Meetings: Once a year at any location Registered Office: Yes Annual Accounts Return: Yes Audit Requirements: Yes Bank Accounts: Anywhere in the world


GIBRALTAR Company Info Restrictions on Trading Cannot trade within Gibraltar or remit income to Gibraltar if the company is to retain its non resident status for tax purposes. A Non Resident Company cannot undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management or any other activity associated with the finance industry. Powers of Company A company incorporated in Gibraltar has the same powers as a natural person. Language of Legislation and Corporate Documents English. Registered Office Required Yes, must be maintained in Gibraltar. Shelf Companies Available Yes. Time to Incorporate Subject to name approval, a company can be incorporated within three to five working days. Name Restrictions Any name that is identical or similar to an existing company. Any name which, in the opinion of the Registrar, is undesirable or offensive. Any name that suggests Royal or government patronage. Any English name, or their foreign language equivalent, which may imply a field of activity associated with the banking or finance industry. Language of Name The name can be in any language that uses the Latin alphabet, but must be accompanied by a translation to ensure that the name is not prohibited or licensable.

Names Requiring Consent or License The following names or their derivatives require consent or a licence: bank, building society, insurance, assurance, reinsurance, fund management, asset management, investment fund, trust, trustees, municipal, Chamber of Commerce, cooperative or their foreign language equivalents. "International" and "Gibraltar" cannot be used without consent unless they are bracketed. Suffixes to Denote Limited Liability Limited or Ltd. Disclosure of Beneficial Ownership to Government Authorities The names of the Shareholders are required to be listed on the Annual Return and Incorporation documents. The identity of the Beneficial Owners of the Gibraltar Non Resident Company may remain confidential if Corporate Shareholders are engaged to act as the Shareholder on behalf of the Ultimate Beneficial Owners. This confidentiality is maintained as long as the company and its Ultimate Beneficial Owners are not involved in any criminal activity. Confidential Banking Krollberg Partners can incorporate your Gibraltar company and open a highly confidential bank account at the same time. To make the most of your Gibraltar IBC, a confidential bank account is a must. Gibraltar Offshore Anonymity Gibraltar has traditionally offered excellent privacy. Gibraltar offshore companies are not required to disclose the names of Beneficial Owners to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Gibraltar company can never be discovered.

GIBRALTAR COMPLIANCE Authorised and Issued Share Capital Usually £2,000 divided into 2,000 shares of £1 each. This being the maximum authorised share capital for the minimum capital duty payable upon incorporation. The authorised share capital may be expressed in any currency. The minimum issued capital is £100. Classes of Shares Permitted Registered shares, preference shares and redeemable shares or shares with or without voting rights. Taxation A Gibraltar Non Resident Company does not fall under the Gibraltar tax system and therefore is not required to register or file in Gibraltar for taxation purposes. In addition there is no wealth tax, Capital Gains Tax, gift tax or Value Added Tax. Double Taxation Agreements Gibraltar is not a party to any double tax treaties. Financial Statements Required All Limited Companies are required to file accounts, however it the company qualifies as a “small Company” an abridged balance sheet is permissible and there is no requirement for an audit or profit and loss accounts. To qualify as a small company two of the following three requirements should be met: • Net Annual Turnover below £4.8 million.

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• Total Balance Sheet value below £2.4 million. • The number of employees should not exceed 50. A medium sized company is required to file a Profit and Loss, Balance Sheet and an Auditors report, to qualify as "medium company" two of the following three requirements should be met: • Net Annual Turnover must not exceed £19.2 million. • Total Balance Sheet value below £9.6 million. • The number of employees should not exceed 250. A large company must file Profit and Loss Statements, Balance Sheet and an Auditors Report. Accounts are not available to the public. Directors The minimum number of Directors is one, who may be a natural persons or corporate entity. They may be of any nationality, and need not be resident of Gibraltar. Company Secretary All Gibraltar companies must appoint a resident Company Secretary, who may be a natural person or corporate entity. Shareholders The minimum number of Shareholders is one and should be a non resident of Gibraltar.


GIBRALTAR OVERVIEW Gibraltar is a British overseas territory which is located on the Iberian Peninsula. It has a favourable corporate tax regime which, since 2011 has been 10% across the board. This has seen Gibraltar fast become one of the most popular destinations for British businesses setting up offshore companies. Gibraltar companies are thriving thanks to the favourable tax rate.

TYPES OF COMPANIES Gibraltar Private Company Limited By Shares Incorporated under the Gibraltar Companies Ordinance 1930 Gibraltar Limited Companies follow some basic rules

Gibraltar General Partnership Partnerships are formed under the Partnership Act and in General Partnerships a partner´s liability is unlimited.

• Annual returns must be made to the Registrar • There is no need for accounts to be filed if the company is a Non Tax Resident Company • Details of the Shareholders are kept on public file • A Private Company Limited by Shares must have between 2 and 50 members who can be individual or companies • Only one Director is required • Gibraltar company corporation tax is 10%

• If the Partnership is a non resident of Gibraltar financial accounts need not be filed • There must be between 2 and 20 partners • Partners may be individuals or companies • Partners names must be registered

Gibraltar Non Resident Company A Non Resident Company is owned by non residents of Gibraltar and has Directors who reside outside Gibraltar. • Tax is only paid on income originating from Gibraltar Gibraltar Company Limited By Guarantee Companies Limited by Guarantee have normally been used for non profit and charitable purposes and in some cases for private family foundations and meet all the requirements of EU and Spanish law. The Gibraltar 1992 Company A 1992 Company is a normal Private Limited Company and was introduced to follow the EU Parent/Subsidiary Directive 90/435 and may have considerable tax advantages. • The company´s primary objective must be to invest in holdings in other companies • Residents of Gibraltar cannot be shareholders • The company must maintain an office and have at least two employees in Gibraltar

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Gibraltar Limited Partnership Limited Partnerships are formed under the Limited Partnership Act and require general and limited partners. • There must be at least one general and one limited partner • A general partner has unlimited liability • A limited partner is liable only to the extent of their capital contribution • Both general and limited partners must submit their details to the Registrar • A limited partnership must have its primary place of business located in Gibraltar Gibraltar Trusts Gibraltar Trusts are governed by the Gibraltar Trustee Act and appeal is to the Privy Council. There are no provisions for the exclusion of foreign inheritance laws or non recognition of foreign judgements. There is statutory protection against creditors providing the Settlor is an individual and not bankrupt. • There is no stamp duty • Normal perpetuity period is 100 years • There is no restriction on the accumulation of income


HONG KONG ong Kong is a prime location for your offshore company. Hong Kong IBC´s (International Business Companies) can be used for asset protection, offshore banking, international trade and investment activities. They can also be involved in the buying and selling of goods and services, holding bank accounts and the operation of business generally. Hong Kong IBC´s can be used for the ownership of real estate,

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property and land; for ownership of franchises and intellectual property licensing. Also ideal for personal service by individuals working overseas and offshore e-business. These are just some examples. The Hong Kong offshore company is a perfect partner within a group of offshore companies as it ranks very highly on the credibility scale. Contact Krollberg Tax today for expert advice in all of these areas.

When you become a client of Krollberg Partners and establish your Hong Kong offshore company, the following is included • • • • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Local Director Local Company Secretary Tax Registration Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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HONG KONG Hong Kong is on the southeast coast of China and consists of a large number of islands and a part of the mainland totaling just over 1,000 sq km. On 1 July 1997 all of Hong Kong reverted from British control back to China and became a Special Administration Region "SAR" within the People´s Republic of China (PRC).

POPULATION 7 million.

SNAPSHOT • • •

POLITICAL STRUCTURE Hong Kong elects its own legislature and maintains its own court structure.

THE FUTURE OF HONG KONG

Under the "one country - two systems" philosophy, the SAR has executive, legislative and independent judicial power. The capitalist system, legal structure and lifestyle remain unchanged. Hong Kong remains a free port with a free flow of capital and a freely convertible Hong Kong dollar. With China pushing forward with the modernisation of its own economy, the PRC has expressed the wish that Hong Kong should assist in this endeavour. It has stated that its future development will be based on market led reforms with socialist characteristics and this has led to the opening up of its economy to foreign investments. It is widely recognised that Hong Kong is and will continue to be a significant gateway to China. Operating from 2004, Hong Kong and Mainland China has been developing the Closer Economic Partnership Arrangement (CEPA). The Arrangement is to ensure Hong Kong is "economically interlocked" with the Mainland and that CEPA has offered lower entry thresholds for smaller players (capital/trading history requirements) in Hong Kong and 100% ownership of many China ventures. It makes Hong Kong the simplest, most profitable route into and out of Mainland China. CEPA offers preferential access to China’s markets, commitments made by China under WTO. It adds to the long list of reasons why international businesses choose Hong Kong as a base for their China and Asia operations today.

INFRASTRUCTURE AND ECONOMY Hong Kong has excellent communication facilities. Since 2001 Hong Kong has achieved a yearly accolade in the Skytrax annual passenger survey and has been voted as the World´s Best Airport eight times. Hong Kong has been ranked first in terms of economic freedom for 16 consecutive years (1995 – 2010) by the Heritage Foundation of its Economic Freedom study. Up to end of May 2010, the external net assets held by banks and deposit-taking institutions reached HK$1,656 billion, making Hong Kong one of the largest banking centres in the world.

LANGUAGE The official languages are English and Chinese, with English being used in the commercial and political context and Cantonese Chinese used widely in industry and domestic trade.

CURRENCY

• • • • •

A minimum of one Director and one Shareholder must be appointed A Company Secretary must be appointed. An individual Secretary must be ordinarily resident in Hong Kong The names of company officers appear on public record. Anonymity can be preserved by Krollberg Partners Nominee Services Preparation of accounts is required. Accounts are not publicly accessible A Private Company is required to file an annual return each year within forty-two days of the company´s anniversary date of incorporation A Hong Kong company is only taxed on its profits arising in or derived from a trade or business carried on in Hong Kong. Worldwide profits can be drawn in with no tax payable. There is no tax on dividends paid by a company otherwise chargeable to profits tax The actual incorporation takes about 6 working days Stable jurisdiction with very good reputation Included in your formation is the Tax Registration of your company Krollberg Partners provide local accounting and auditing services at very competitive rates FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection IMPORTANT - A Hong Kong Company is due for renewal on its anniversary of incorporation

QUICK VIEW Location: Time: Capital:

Official Language: Currency: IDC: Legal System: Political System:

The Hong Kong Dollar, which is officially pegged to the US Dollar.

EXCHANGE CONTROL None.

TYPE OF LAW Common Law. Based on English Company Law.

PRINCIPAL CORPORATE LEGISLATION Companies Ordinance (Cap 32).

Shelf Companies: Incorporation Time: Directors: Residency: Corporate Directors: Shareholder Disclosure: Nominee Directors: Bearer Shares: Min. Shares: Public Share Registry: Meetings: Registered Office: Annual Accounts Return: Audit Requirements: Bank Accounts:

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Province of China GMT + 8 Hours Victoria (or nowadays ‘Central’) Cantonese & English HKD +852 English Common Law Special Administrative Region Yes 6 Days 1 Not required Yes Listed Companies Only Yes No 1 No Once a year at any location Yes Yes Yes Anywhere in the world


HONG KONG Company Info Restrictions on Trading Cannot undertake banking or insurance activities or solicit funds from or sell its shares to the public. Powers of Company A Hong Kong company has all the powers of a natural person. Language of Legislation and Corporate Documents Chinese and English. Registered Office Required Yes, must be maintained in Hong Kong. Name Approval Required It is not possible to reserve a name. It is essential to check that there is no similar or identical name on the register, which would prevent the company being incorporated. Shelf Companies Available Yes. Time to Incorporate About 6 working days from the submission of documentation. Name Restrictions A name that is similar to or identical to an existing company. A name that constitutes a criminal offence or is otherwise contrary to the public interest. A name that gives the impression of which it is connected with the Government of PRC, the Government of HKSAR or any departments of either Governments.

Names Requiring Consent or License Building Society, Chamber of Commerce, cooperative, Kaifong, mass transit, municipal, savings, tourist association, trust, trustee, underground railway, bank, insurance, assurance, reinsurance, etc. Suffixes to Denote Limited Liability Limited. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your Hong Kong company and open a highly confidential bank account at the same time. To make the most of your Hong Kong IBC, a confidential bank account is a must. Hong Kong Offshore Anonymity Hong Kong has traditionally offered excellent privacy. Hong Kong offshore companies are not required to disclose the names of Beneficial Owners to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Hong Kong company can never be discovered.

HONG KONG COMPLIANCE Authorised and Issued Share Capital The usual authorised share capital is HK$1,000. The minimum issued capital is one share of par value. Classes of Shares Permitted Ordinary shares, preference shares, redeemable shares and shares with or without voting rights. Taxation Hong Kong is one of the few countries in the world that tax on a territorial basis. Many countries levy tax on a different basis and they tax the worldwide profits of a business, including profits derived from an offshore source. Hong Kong profits tax is ONLY charged on profits derived from a trade, profession or business carried on in Hong Kong. Consequently, this means that a company which carries on a business in Hong Kong, but derives profits from another place, is not required to pay tax in Hong Kong on those profits. Hong Kong sourced income is currently subject to a rate of taxation of 16.5%. There is no tax in Hong Kong on capital gains, dividends and interest earned. The principle of Hong Kong profits tax is that it is a tax on profits that has its source in Hong Kong rather than a tax based on residence. Income sourced elsewhere, even remitted to Hong Kong, is not subject to Hong Kong profits tax at all. Consequently, if a Hong Kong Company´s trading or business activities are based outside Hong Kong no taxation will be levied. A factor that determines the locality of profits from trading in goods and commodities is generally the place where the contracts for purchase and sale are effected. "Effected" does not only mean that the contracts are legally executed, it also covers the negotiation, conclusion and execution of the terms of the contracts. If a business earns commission by securing buyers for products or by securing suppliers of products required by customers, the activity which gives rise to the commission income is the arrangement of the business to be transacted between the principals. The source of the income is the place where the activities of the commission agent are performed. If such activities are performed through an office in Hong Kong, the income has a source in Hong Kong. Certain sums, like royalties, paid or payable to non-resident persons for use of or right to use certain intellectual property are subject to withholding tax. The payer who claims deduction for the use of the intellectual property against its assessable income is required to withhold a prescribed percentage from the payment while

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that recipient is not subject to Hong Kong profits tax. The prescribed percentage is 4.95% on the gross payment if the payer and the recipient are not related, but 16.5% if the payer and recipient are related. The recipients of the royalties may enjoy different treaty rates under double taxation agreements. Double Taxation Agreements Hong Kong has arrangement with a number of jurisdictions for double taxation relief of shipping or airline income. It has also comprehensive double tax agreements with Belgium, Thailand, and Luxembourg respectively to relieve taxation on income, for instance, dividends, interest and royalties. The Hong Kong Inland Revenue Department allows a deduction for foreign tax paid on a turnover basis in respect of income which is also subject to tax in Hong Kong. Therefore, businesses operating in Hong Kong do not generally have problems with double taxation of income. The respective comprehensive double tax agreements with Austria, Czech Republic, France, Hungary, Indonesia, Ireland, Japan, Kuwait, Liechtenstein, Netherlands, New Zealand, Portugal, Spain and Switzerland will become effective from 1 April 2012 to relieve the applicable double taxation on various incomes. Financial Statements Required A Hong Kong company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the Directors. Every company must appoint an auditor who must be a member of the Hong Kong Institute of Certified Public Accountants and hold a practicing certificate. Although there is no requirement to file accounts with the Registrar, there is a requirement to file accounts with the Hong Kong Inland Revenue Department. Directors The minimum number of Directors is one, who may be natural persons or corporate entities. They may be of any nationality, and need not be resident in Hong Kong. Company Secretary A Hong Kong company must appoint a Company Secretary, who may be a natural person or a corporate entity. The Company Secretary must be resident in Hong Kong. Shareholders The minimum number of Shareholders is one.


HONG KONG OVERVIEW Hong Kong, as a metropolis of opportunity, originality and enterprising spirit, has been appraised by Forbes as the freest trade area globally for 10 consecutive years. As an international financial centre, Hong Kong is favoured by worldwide investors due to its established legal system, simplified taxation system, low taxation rate, well-equipped infrastructure and communication facilities. Hong Kong offers unlimited business opportunities, and serves as a platform to global economy and commerce, whose advantages are well known.

TYPES OF COMPANIES Hong Kong Private Company Limited By Shares A Private Company is required to file an annual return each year within forty-two days of the company’s anniversary date of incorporation.

Hong Kong Limited Partnership Limited Partnerships are formed under the Limited Partnership Ordinance and consist of general and limited partners.

• Accounts must be prepared filed and audited • Annual returns must be filed • If the number of Shareholders falls below two, the remaining Shareholder is responsible for company debts • Only a listed company needs to disclose Company Shareholders • Annual meetings may be held at any location • The company name must end in ‘Limited’ • The company must have a registered office in Hong Kong • Directors liability for the company can be unlimited

• Must have at least one general partner who has unlimited liability, all other partners are limited to the amount of unpaid share capital • The maximum number of partners is 20 • All partners are required to obtain a Hong Kong business license

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Hong Kong Trusts Hong Kong trusts are governed by the Trustee Ordinance, which is modelled on the English Trustee Act 1925. • Documents do not have to be registered • There is no requirement to file annual returns or submit statements unless it does business in Hong Kong


NEVIS evis is a leading international business centre and is increasingly recognised as a rising star in the offshore tax planning world. The island offers exceptional privacy, which is one of the reasons Nevis is so popular in asset protection strategies. Together with St. Kitts, Nevis is an internationally law abiding, politically stable, geographically accessible jurisdiction which has not been tainted by reports of money laundering or tax evasion, offering citizens of all countries worldwide, including the US, privacy and protection. This makes Nevis one of Krollberg Partners top offshore jurisdictions.

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The government of Nevis is totally committed to the ongoing provision of competitive offshore services to companies and to maintaining the privacy and protection of those involved in legitimate business practices. Anyone who chooses to incorporate their company in Nevis can have a great deal of confidence in the on-going stability and competitive nature of the jurisdiction’s offshore structure. Krollberg Tax can provide you with expert advice. Contact us today.

When you become a client of Krollberg Partners and establish your Nevis offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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NEVIS Nevis is situated in the northern part of the Leeward Islands and was once known as "The Queen of the Caribbean" due to its breathtaking palm-fringed beaches and scenery dominated by Nevis Peak in the centre of the island which rises to a height of over 3,200 feet.

POPULATION The population of Nevis is approximately 12,000.

POLITICAL STRUCTURE Nevis was a British colony from 1628 until 1983 when it became independent and joined the Federation of St. Kitts and Nevis. The Federation is an active member of the British Commonwealth. Nevis is a democracy based upon the British Parliamentary system with an elected local assembly. The Head of State is HM Queen Elizabeth II who is represented on the island by a Governor General.

INFRASTRUCTURE AND ECONOMY Nevis was virtually a sugar monocrop economy until the late 1970s, when the government backed a drive into small-scale industrialisation. In July 2005, sugar production ceased. Tourism has become the largest source of foreign exchange although mass tourism has been rejected in favour of quality development and five star resorts. The arrival of the first direct flight from Atlanta Hartsfield Jackson International to St Kitts in February 2008 marks a significant milestone in the Federation’s (Federation of St Kitts & Nevis) efforts to penetrate the US travel market. In 1984 the Government of Nevis enacted a modern corporate statute, the Nevis Business Corporation Ordinance 1984, which has resulted in rapid growth of the finance sector with around 18,000 companies registered by 1999. The main trading partners are the US, the UK and Canada (for exports) and the US, Italy, and Trinidad and Tobago (for imports).

LANGUAGE English is the official and commercial language of the Island. Nevis enjoys a literacy rate of 98%, one of the highest in the Western Hemisphere.

CURRENCY Eastern Caribbean Dollar (EC$), which is fixed to the US Dollar.

EXCHANGE CONTROL None.

TYPE OF LAW Common Law based on English Common Law and American Corporate Law.

PRINCIPAL CORPORATE LEGISLATION Nevis Limited Liability Company Ordinance 1995. Nevis Limited Liability Company (amendment) Ordinance, 2009.

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SNAPSHOT • Sole member companies are permitted • Members may be individuals or corporate entities of any nationality or domicile • Management of the company may be by the members or by managers appointed by the members • Members are not liable for the obligations of the company • No taxes are levied on income of a company earned outside of Nevis • Whilst there is no requirement to submit or file audited financial statements, a Nevis company is required to maintain financial records to reflect the financial position of the company • No annual or other reports by members are required to be filed in the public records of Nevis • It takes only one working day to incorporate • FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection • IMPORTANT - Nevis Companies are due for renewal on their anniversary of incorporation

QUICK VIEW Location:

Eastern Caribbean Time: GMT -4/-5 Hours Capital: Charlestown Official Language: English Currency: ECD IDC: +1 869 Legal System: English Common Law Political System: Democratic Shelf Companies: No Incorporation Time: 24 Hours Directors: 1 Residency: Not required Corporate Directors: Yes Shareholder Disclosure: No Nominee Directors: Yes Bearer Shares: Yes Min. Shares: 1 Public Share Registry: No Meetings: Yes, at a time and place as indicated by the board Registered Office: Yes Annual Accounts Return: No Audit Requirements: No Bank Accounts: Anywhere in the world


NEVIS Company Info Restrictions on Trading Cannot trade within Nevis or own real estate there. A company may not engage in the business of banking, insurance, assurance, fund and collective investment schemes or any other activity that would suggest an association with the banking or insurance industries. Powers of Company A company incorporated in Nevis has the same powers as a natural person. Language of Legislation and Corporate Documents English. Name Approval Required Yes. Shelf Companies Available No. Registered Office Required Yes, must be maintained in Nevis. Time to Incorporate One day, but allow five days for delivery of documentation. Name Restrictions Any name that is identical to or similar to an existing company. Any name that in the opinion of the Registrar is undesirable or suggests an illegal activity or any name that may imply government patronage. Language of Name May be in any language that uses the Latin alphabet. The Registrar may request an English

translation if a foreign language name is to be used. Names Requiring Consent or License Bank, Building Society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, municipal, trust, trustee, Chamber of Commerce, university or their foreign language equivalent. Suffixes to Denote Limited Liability Limited Liability Company or LLC. Disclosure of Beneficial Ownership to Government Authorities None. Confidential Banking Krollberg Partners can incorporate your Nevis company and open a highly confidential bank account at the same time. To make the most of your Nevis IBC, a confidential bank account is a must. Nevis Offshore Anonymity Nevis has traditionally offered excellent privacy. Nevis offshore companies are not required to disclose the names of Beneficial Owners, Shareholders and Directors to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Nevis company can never be discovered.

NEVIS LLC COMPLIANCE Taxation A Nevis Limited Liability Company pays no Tax on income earned outside Nevis. Double Taxation Agreements Although Nevis does have double tax agreements, a company incorporated under the Nevis Limited Liability Company Ordinance 1995 cannot obtain any treaty relief through them. Financial Statements Required Whilst there is no requirement to submit or file audited financial

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statements, a Nevis company is required to maintain financial records to reflect the financial position of the company. Managers The minimum number of managers is one. The managers may be natural persons or corporate entities and may be of any nationality and need not be residents of Nevis. Members The minimum number of members is one. Members may be individuals or corporate entities of any nationality or domicile.


NEVIS OVERVIEW St Kitts and Nevis maintains a high level of confidentiality for offshore entities under the Confidential Relationships Act of 1985. The Confidentiality Act safeguards investors by prohibiting disclosure of any information obtained in the course of business. The law is considered to provide the most rigid secrecy in the Caribbean region as it applies to banks and professionals as well as Government officials.

TYPES OF COMPANIES Nevis International Business Company A Nevis International Business Company is formed under the Nevis Business Corporation Ordinance 1984, amended 2000. • There is no requirement to file accounts or annual returns • Total tax exemption • The name must end in Limited, Corporation, Incorporated, Societe Anonymne or Gesellschaft mit beschraenkter Haftung. Abbreviations can be used • The Secretary may be a company • Public information consist of articles of association and the name of the registered agent • No minimum capital required • There must be a registered agent • Nevis International Business Companies do not have access to St Kitts and Nevis double treaties Nevis Limited Liability Company Nevis Limited Liability Companies are formed under the Nevis Limited Liability Ordinance 1995. • Members may be businesses or individuals • The name must end in Limited Liability Company, LLC, L.L.C., LC or L.C. • No annual reports are needed • No tax on assets or income originating from outside of Nevis Nevis International Exempt Trust Nevis Trusts are formed under the Nevis International Exempt Trust Ordinance of 1994, amended 2000.

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• Total tax exemption for all transactions with Nevis non residents • Perpetuity rules do not apply • No forced heir-ship rules • The Settlor and Beneficiary may be the same person • At least one Trustee must be a Trust Licensed Company or a Nevis offshore company • Charitable Trusts are permitted • Protectors are allowed to be same person as the Settlor and Beneficiary • Only the Trust´s name, name of Trustee and the registered office address are required Nevis Foundations Nevis Foundations are formed under the Multiform Foundations Ordinance effective from 2005. The Subscriber can design the foundations, as long as it follows the rules that define it; this means that the constitution of the foundation states how it is to be treated. • The identity of the foundation can be changed • The entities whether incorporated in Nevis or another jurisdiction can be transformed or converted into a Nevis Foundation • Foundations can be used for estate planning, charity, financing and special investment holding arrangements • A Nevis Multiform Foundation cannot be made void or be set aside by using the law of a foreign jurisdiction • A foundation can become a tax resident in Nevis


PANAMA

anama is one of the foremost tax havens in the world. Its established popularity is thanks to the unique offshore structures, including companies and foundations that the jurisdiction offers. Panama´s tax advantages stem from the fact that it has a territorial tax system. This means there is no tax on income earned outside Panama. This rule applies to both personal and corporate income.

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Panama is also known for its strong maritime business and excellent privacy laws. Political stability is also recognized as excellent. As banking and shipping are Panama’s two main ‘offshore’ industries there is a good selection of banks to choose from (more than 140). Panamanian bank accounts are becoming more popular because interest is tax free and, for EU nationals, they are excluded from the Savings Tax Directive. Speak to Krollberg Tax today for expert advice.

When you become a client of Krollberg Partners and establish your Panama offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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PANAMA The Republic of Panama has a land mass of about 75,500 sq km, is located between Costa Rica and Colombia, forms the narrowest and lowest portion of the isthmus that links North and South America. It is best known for the Panama Canal which joins the Caribbean Sea to the North Pacific Ocean, and connects Central America to South America.

SNAPSHOT •

POPULATION

The population of Panama is approximately 3.4 million, about 52% of which reside in Panama City, consisting of mainly the Mestizos (70%) and a mix of West Indians, Caucasians and Indians. The dominant religion is Roman Catholicism.

POLITICAL STRUCTURE

Panama was a Spanish colony until 1821. In 1903, Panama broke an alliance with Colombia and became an independent republic.

There are three Branches of Government: • The Executive Branch of the Government is at present composed of a President and two vice-presidents, elected by majority vote, for a fiveyear term. The Ministers of State are appointed by the President subject to approval by the Legislative Assembly • The Legislative Assembly is composed of legislators elected from the electoral districts for a five-year term • The Judicial Branch of Government consists of Supreme Court of Justice, five Superior Courts and three Courts of Appeal. The Supreme Court of Justice is presided over by nine judges appointed for a tenyear term An autonomous Electoral Tribunal supervises voter registration and all citizens over the age of 18 are required to vote.

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• •

A minimum of three Directors must be appointed. Directors may be individuals or corporate entities of any nationality or domicile A President, a Secretary and Treasurer must be appointed. Directors of the company can also serve as Officers. One person can occupy each of the Officer positions The name and address of each Director and Officer is filed with the Public Registry The names of Shareholders are not filed with the Public Registry Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company Panama operates a territorial tax system. Income earned from outside Panama is not taxable in Panama Interest earned on bank accounts maintained in Panama by a Panama company is exempt from tax in Panama Company takes two to four working days to incorporate FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection IMPORTANT - A Panama Company is due for renewal on its anniversary of incorporation

INFRASTRUCTURE AND ECONOMY The Colon Free Zone is located on the Caribbean side of the Isthmus of Panama near the Atlantic entrance to the Panama Canal. This Free Trade Zone is the second largest in the world after Hong Kong. Operations and transactions taking place in the Free Trade Zone are subject to a special tax treatment whereby imports from other parts of the world and reexports to other countries are exempted from any import or export taxes imposed by Panama. Income earned from re-exports is taxed at specially reduced rates. Panama has the world´s largest shipping registry and a well established Banking centre. Economic growth will be bolstered by the Panama Canal expansion which began in 2007 and is expected to complete in 2014-15 at a cost of US$5.3 billion. The project will more than double the Canal´s present capacity enabling it to accommodate the modern super tankers that are becoming too large to transverse the existing transoceanic crossway. Without the expansion, it was anticipated that the Panama Canal would be forced to turn away approximately 37 per cent of the world´s container ships by 2011. Other areas of economic activity are in agriculture, manufacturing, construction, transport, tourism and financial services.

LANGUAGE Spanish is the official and spoken language. English is also spoken widely in urban areas and is used daily in commerce and international trade.

CURRENCY United States Dollar.

EXCHANGE CONTROL None.

TYPE OF LAW Based on Spanish Civil Law with many Common Law influences, particularly regarding Company Law.

PRINCIPAL CORPORATE LEGISLATION Corporation Law No. 32 of the 1927 Commercial Code, Decree Law 5 of 1997 and Executive Decree 296 of 1997.

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QUICK VIEW Location: Time: Capital: Official Language: Currency: IDC: Legal System: Political System: Shelf Companies: Incorporation Time: Directors: Residency: Corporate Directors: Shareholder Disclosure: Nominee Directors: Bearer Shares: Min. Shares: Public Share Registry: Meetings:

Central America GMT - 5 Hours Panama City Spanish USD +507 Civil Law Democratic Yes 2 – 4 Days 1 Not required Yes No Yes Yes 1 No Yes, any location in the world Registered Office: Yes Annual Accounts Return: No Audit Requirements: No Bank Accounts: Anywhere in the world


PANAMA Company Info Type of Company for international Trade and Investment Generally, Corporations are incorporated under the Corporation Statute Law 32 of the 1927 Commercial Code. Limited Liability Companies and Limited Partnerships are used also. Restrictions on Trading Cannot undertake the business of banking, trusteeship and trust administration, insurance, assurance, reinsurance, fund management, investment funds, collective investment schemes or any other activity that would suggest an association with the banking, finance, fiduciary or insurance businesses. Language of Legislation and Corporate Documents Spanish and certified English translations. Registered Office Required Yes, must be maintained in Panama at the address of the Registered Agent. Name Approval Required Yes. Shelf Companies Available Yes. Time to Incorporate Two to four days, subject to name approval. Name Restrictions A name that is similar to or identical to an existing company. Names of well known companies incorporated elsewhere or a name that implies government patronage.

Language of Name Names may be expressed in any language using the Latin alphabet. The Registrar may request a Spanish or English translation. Names Requiring Consent or License Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, trust or their foreign language equivalents. Suffixes to Denote Limited Liability All Panamanian Corporations must end with the suffix Corporation, Incorporated, Sociedad An贸nima or the abbreviations Corp, Inc or SA. They may not utilise the suffix Limited or Ltd. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your Panama company and open a highly confidential bank account at the same time. To make the most of your Panama IBC, a confidential bank account is a must. Panama Offshore Anonymity Panama has traditionally offered excellent privacy. Panama offshore companies are not required to disclose the names of the Beneficial Owners to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Panama company can never be discovered.

PANAMA COMPLIANCE Authorised and Issued Share Capital The standard authorised share capital is US$10,000 divided into 100 common voting shares of US$100 each or 500 common voting shares of no par value; the capital may be expressed in any convertible currency. The minimum issued capital is either one share of no par value or one share of par value. Classes of Shares Permitted Non-voting shares, preferred shares and registered shares. Bearer shares can be issued but no-par-value and bearer shares must be fully paid when issued. The registered agent must keep the bearer shares certificate in safe custody and must notify the Registrar that the shares have been issued.

Financial Statements Required Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company. Directors Both corporations and natural persons may act as Directors and the minimum number of Directors is three. They may be of any nationality and need not be residents of Panama. Panamanian companies are also required to appoint a minimum of three Officers (President, Secretary and Treasurer) who may also be the Directors.

Taxation No corporation tax is levied on non-Panamanian sourced income.

Company Secretary A Company Secretary must be appointed, who may be a natural person or corporate body. The Company Secretary may be of any nationality and need not be a resident of Panama.

Double Taxation Agreements None.

Shareholders The minimum number of Shareholders is one.

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PANAMA OVERVIEW Panama is a curious but exhilarating combination of cultural influence. It lies at the centre of the world, its isthmus constituting the last part of a natural land-bridge between the North and South American continents. Its strategic position and glorious terrain - from wildlife-rich jungle to sun-soaked beach - suggests that it will remain an important country for a long time yet. The country has been a pivotal trade route for 500 years, first under Spanish rule, then as part of independent Gran Colombia and modern Colombia, and in 20th century, as an independent nation. However, the Panama Canal Zone, completed in 1914, became an American Protectorate for many decades. It was only in 1977 that the Americans agreed to turn over the canal to full Panamanian control by 1999. Today Panama is a major world offshore centre.

TYPES OF COMPANIES Panama Corporation (Sociedad Anonima) Corporations are incorporated under Law No 32, 1927 and the Commercial Code and is the most commonly used offshore entity in Panama.

• There is no requirement for annual returns or filing of accounts • For a partnership with less than 5 members there is no requirement to hold meetings

• Nominee Directors and Shareholders are recommended • Meetings may be held anywhere in the world • There are no filing requirements • The company must have a Panamanian agent • Only one shareholder is required • There is no minimal capital limit or paying up rules • The same person can be Director, Secretary and Treasurer • Names of Beneficial Owners are not made public • The company is not required to maintain a legal address • There is no requirement to file a change of ownership schedule

Panama Trusts (Fideicomiso) Trusts law in Panama is Law No 1, 1984 and the Trust must be conveyed in writing. Laws addressing money laundering came into force in 2000.

Panama General Partnership In a Panama General Partnership all partners have unlimited liability. Panama Limited Partnership (Sociedad De Responsabilidad Limitada) Limited Partnerships are formed under Law No. 24, 1966 and the Commercial Code • A Limited Partnership must have between 2 and 20 partners • Partners can be any nationality • Partners liability is limited to the amount subscribed to but unpaid • An independent administrator can be appointed

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• The Settlor, Trustees and Beneficiaries do not need to be nationals or residents of Panama • There is no minimum capital requirement • Trust documents can be in English or Spanish • Purpose Trusts are allowed • A Panamanian agent is required Panama Foundation A Panamanian foundation is governed by the Private Foundation Law 1995 and is an autonomous legal entity which does not have Owners, Shareholders or Partners. It may not conduct business activities but has a specific beneficial purpose for a group of individuals. A foundation is most commonly used for the protection of assets. • Beneficiaries and the principles of operation do not need to be filed • There is no forced heir-ship rules • Panamanian law excludes foreign judgements against foundation assets • There is no requirement for annual returns or filing of accounts • Tax is only paid on income generated within Panama


SEYCHELLES

he Seychelles are likely to become one of the leading financial centres of the world. The Government of the Seychelles has undertaken a considerable study of the aspects of all the major offshore centres. The result is a modern and thoroughly robust offshore system encompassing International Business Companies, partnerships, trusts and foundations. Confidentiality and privacy is a key feature of the Seychelles. The only documents of a Seychelles IBC that are held on public record are the Memorandum of Association and the Articles of Association. These do not contain any indication as to the actual Shareholders or the Beneficial Owners of the company. Our dedicated tax planning department Krollberg Tax is able to give expert advice. Contact us today.

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When you become a client of Krollberg Partners and establish your Seychelles offshore company, the following is included • • • • • • • • •

Registered Address and Agent Company Secretarial Maintenance Government fees Certificate of Incorporation Memorandum & Articles of Association Appointment of First Directors Consent Actions of the Board of Directors Share Certificates Krollberg Partners Nominee Director and Shareholder services, vital for complete anonymity protection • Krollberg LifeTime™

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SEYCHELLES The Seychelles group of islands in the Indian Ocean comprises over one hundred named islands, most being situated between four and five degrees South of the equator. The largest island is Mahé.

POPULATION The Seychelles has a population of around 80,000, descended primarily from French settlers, Africans, British sailors and traders from India, China and the Middle East.

POLITICAL STRUCTURE Discovery of the Islands is credited to the Portuguese explorer Vasco de Gama. The first French settlement was established on St. Anne Island on the 27th August 1770. In 1814 the Seychelles, along with Mauritius, were ceded to Great Britain under the terms of the Treaty of Paris. It was only in 1960 that the first gradual constitutional reforms were introduced. The Head of State is the President and a National Assembly of directly elected Members heads the legislative side of Government. Seychelles is an independent republic within the British Commonwealth.

INFRASTRUCTURE AND ECONOMY The Seychelles economy is primarily tourism and fishing based. Industrial scale fishing is on the increase. The rapidly expanding financial sector, linked to the establishment of the Seychelles International Business Authority and a suite of progressive laws facilitating the establishment of offshore structures and encouraging inward investment, is now a significant element of the economy. An ever-increasing number of international banks and insurance companies have established either branches or subsidiaries whom, together with local management, accounting and legal firms provide clients with support. The Port of Victoria is well equipped with modern cargo handling equipment and has more than 6,000 square metres of covered storage space. The Seychelles International Airport is one of the finest in the Indian Ocean region. In addition to the national flag carrier, Air Seychelles, the airport is served by a number of other airlines.

LANGUAGE The official languages are English, French and Creole. Creole is spoken widely. English is the main language of business.

CURRENCY Seychelles Rupee.

EXCHANGE CONTROL Exchange controls do not apply to offshore business.

TYPE OF LAW Based on English Common Law and French Civil Law.

PRINCIPAL CORPORATE LEGISLATION The International Business Companies Act 1994.

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SNAPSHOT • Low start-up cost and low annual maintenance • A minimum of one Director and one Shareholder is required. They may be natural persons or corporate entities, be of any nationality and need not be resident in the Seychelles • No minimum paid-up capital is required to start up a Seychelles IBC • No public disclosure of Directors or Shareholders • Total exemption from all forms of local taxation including stamp duty • No requirement for audit or to file accounts and annual returns • Incorporation procedures are straightforward and can normally be completed in one day • Shelf companies are available for immediate purchase • FREE Krollberg Nominee Director and Shareholder services based in the West Indies provide complete anonymity protection • IMPORTANT - A Seychelles Company is due for renewal on its anniversary of incorporation

QUICK VIEW Location: Time: Capital: Official Language:

Indian Ocean GMT + 4 Hours Victoria English, French, Creole Currency: SCR IDC: +248 Legal System: Based on English Common Law and French Civil Law Political System: Democratic Shelf Companies: Yes Incorporation Time: 2 - 3 Days Directors: 1 Residency: Not required Corporate Directors: Yes Shareholder Disclosure: No Nominee Directors: Yes Bearer Shares: Yes Min. Shares: 1 Public Share Registry: No Meetings: No Registered Office: Yes Annual Accounts Return: No Audit Requirements: No Bank Accounts: Anywhere in the world


SEYCHELLES Company Info Type of Company for international Trade and Investment The Seychelles International Business Company. Restrictions on Trading Cannot trade within the Seychelles or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, asset management (other than the company´s own assets) or any other activity that would suggest an association with the banking and insurance industries. A Seychelles IBC cannot provide registered office facilities in the Seychelles, or sell its shares to the public. Powers of Company A Seychelles incorporated company has the same powers as a natural person. Registered Office Required Yes, must be maintained in the Seychelles at the office of a licensed Registered Agent. Language of Legislation and Corporate Documents English. Shelf Companies Available Yes. Time to Incorporate Two to three working days. Name Restrictions Anything identical or similar to a company already incorporated. Anything that implies patronage of the Seychelles, or any other government, insurance, Royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity. Language of Name The name can be in any language, but must be accompanied by a translation in English or French.

The documentation will either be in English, or it is possible to have bilingual documentation in English and Chinese or any other language accompanied by a translation in English or French. Names Requiring Consent or License Bank, building society, savings, loans, insurance, assurance, reinsurance, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries. Suffixes to Denote Limited Liability The name of an IBC must end in one of the following: Limited, Corporation, Incorporated, Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used. Disclosure of Beneficial Ownership to Government Authorities No. Confidential Banking Krollberg Partners can incorporate your Seychelles company and open a highly confidential bank account at the same time. To make the most of your Seychelles IBC, a confidential bank account is a must. Seychelles Offshore Anonymity The Seychelles has traditionally offered excellent privacy. Seychelles offshore companies are not required to disclose the names of Beneficial Owners, Shareholders and Directors to the authorities. With Krollberg Partners, there is a further level of anonymity protection. The Krollberg foundation in the West Indies acts as Nominee Director and Shareholder ensuring the ownership of your Seychelles company can never be discovered.

SEYCHELLES COMPLIANCE Authorised and Issued Share Capital Seychelles IBC's are normally incorporated with an authorised share capital of US$100,000 with par value. The authorised share capital may be expressed in any currency. The minimum issued capital is either one share of no par value or one share of par value.

Directors The minimum number of Directors is one, who may be a natural person or a corporate entity. They may be of any nationality and need not be resident in the Seychelles.

Classes of Shares Permitted Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Company Secretary

Taxation An International Company is exempted from local taxation.

person or corporate entity, be of any nationality and need not

Financial Statements Required There is no requirement to file financial statements, but a company must keep records to reflect its financial position.

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A Seychelles IBC need not appoint a Company Secretary, although it is customary to do so. The Secretary may be a natural be resident in the Seychelles. Shareholders The minimum number of Shareholders is one.


SEYCHELLES OVERVIEW In December 1994 the Seychelles enacted legislation enabling the registration of International Business Companies, International Trusts and the licensing of International (free) Trade Zone Companies. More recent legislation covers the licensing of offshore banks, offshore insurance, mutual funds activities and the regulating of a securities industry. The new laws were a result of intensive studies of long established offshore jurisdictions and worldwide trust legislation. Although not dissimilar to those of the well-established offshore jurisdictions such as the Cayman Islands, the laws take a most comprehensive, modern and attractive approach to the establishment and operation of offshore companies, mutual funds, offshore banking, offshore insurance and freeport activities. The Seychelles is one of the fastest IBC registrar in the world. The International Business Companies Act, 1994, governs the operations of offshore companies. The registration process in the Seychelles is straightforward.

TYPES OF COMPANIES Seychelles International Business Company The International Business Company (IBC) usually takes the form of a Private Company Limited by Shares and is the most used vehicle for an offshore operation in the Seychelles. It is governed by the International Business Companies Act 1994. • • • • • •

Shareholders, Directors and Officers are not required to file returns One Director and one Shareholder are required No minimum capital requirement No requirement for accounts to be kept or filed Memorandum and Articles of Association are the only documents to be held on public record There must be a Registered Agent

Seychelles Trusts Seychelles Trusts are formed under the International Trusts Act 1994. The Seychelles International Business Authority (SIBA) is appointed as the regulatory body alongside the courts. • • • • • • • •

An International Trust is exempt from tax in the Seychelles An International Trust may be created in writing, oral declaration or by will Purpose Trusts are permitted Settlors and Beneficiaries´ names are confidential Standard perpetuity is 100 years Standard perpetuity does not apply to Purpose Trusts Accumulation of income is allowed Forced heir-ship is excluded

Seychelles Special License Company Special License Companies ("CSL") are formed under the Companies Act (Special License) 2003 (The Act) and are permitted to do business inside as well as outside of Seychelles. A CSL has substantial tax advantages.

Seychelles Foundations Foundations are formed under the Seychelles Foundation Act 2009.

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Business allowed under the Schedule to the Act – include international holding company, headquarters company, franchise company, marketing company, investment company, etc Nominee Shareholders are permitted Foreign Shareholders are permitted The Beneficial Owner is required to be disclosed but is not made publicly available An annual return and accounts must be filed Meetings can be held anywhere in the world and may be by video link or telephone

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• Seychelles Limited Partnership Limited Partnerships ("LP") are formed under the Limited Partnership Act 2003 (The Act) and has substantial tax advantages. An LP has the ability to collect income from sources outside of the Seychelles and distribute the income to foreign partners without incurring any Seychelles Tax Liability.

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• • • • •

Must have at least one general partner liable for the debts and one limited partner One general partner must be a Seychelles resident, be it a person or corporate entity A registered office in the Seychelles is required An annual certificate of compliance must be filed An LP must not carry on business in the Seychelles

• • • • • •

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On registration by the Registrar the Foundation becomes a separate legal entity The value of a Foundation shall be no less than $1 USD or equivalent It is not required to state the names of the Councillors of a Seychelles Foundation A charter is required to be filed at the registry however a Foundation does not need to file its regulations A Foundation may adopt regulations to ensure Beneficiaries and distribution entitlements remain confidential The object of the Foundation may be charitable or non charitable and may carry out a specific purpose or benefit a beneficiary A Foundation must have at least one Councillor, who may be a person or corporate entity A Foundation is exempt from Seychelles business tax on its income and withholding tax and social security in relation to Seychelles real estate leased for office use A Foundation may own assets anywhere in the world except Seychelles real estate The Founder may be a person or corporate entity and may be a Beneficiary Nominee Founders are permitted Appointment of a Protector is optional Neither the Beneficiaries or the Founder have any ownership interest in Foundation assets A Foundation is required to keep proper accounts, however it is not subject to a mandatory annual audit or to file returns Foreign forced heir-ship laws are excluded There are provisions to protect the Foundation from a challenge from creditors of the Founder


Krollberg Partners Inc • London • 29th Floor • One Canada Square • Canary Wharf • LONDON • E14 5DY • United Kingdom t: +44 207 712 6447 • f: +44 207 900 1895 • e: london@krollberg.com

krollberg.com Krollberg Partners in London and Gibraltar are authorised representative offices of Krollberg Partners Inc, Helena Chambers, Foundation House, Government Road, Nevis, West Indies. Registered in Nevis C40394.

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Krollberg Jurisdiction Guide  

Krollberg Jurisdiction Guide