Swiss companies

The Advantages of Switzerland as a Corporate Location

Taxation of Swiss Companies

Why Use Switzerland?

Switzerland is an attractive jurisdiction to start and operate a business, as a location for individuals and for family protection and safety.

  • Advantages include:
  • Located in the centre of Europe.
  • Economic and political stability.
  • High regard for personal privacy and confidentiality.
  • Most ‘innovative’ and “competitive” country in the world with various strong industries.
  • A well respected jurisdiction with an excellent reputation.
  • A high quality and multilingual local workforce.
  • Low rates of corporate tax for Swiss companies.
  • Premier destination for international investment and asset protection.
  • Major commodity trading centre in the world.
  • Hub for HNWIs, international families and a wide variety of professionals including: lawyers, family offices, bankers, accountants, insurance companies.
Swiss Company Taxation

Swiss companies have a zero-tax regime for capital gains and dividend income.

Trading companies have always attracted a local canton (region) tax rate.

  • Federal tax on net profit is at an effective rate of 7.83%.
  • There are no capital taxes at the federal level. Capital tax varies between 0% and 0.2% depending on the Swiss canton that the company is registered in. In Geneva, the capital, the tax rate is 0.0012%. However, in circumstances where there are ‘substantial’ profits, no capital tax will be due.
  • In addition to federal taxes, cantons operate their own tax systems. The effective cantonal and federal corporate income tax rates (CIT) are between 12% and 14%.
  • Swiss Holding Companies benefit from a participation exemption and do not pay income tax on profits or capital gains arising from qualifying participations. This means that a pure Holding Company is exempt from Swiss tax.
Swiss Withholding Tax (WHT)

There is no WHT on dividend distributions to shareholders based in Switzerland and/or in the EU (EU Parent/Subsidiary Directive).

If shareholders are domiciled outside Switzerland and outside the EU, and a double tax treaty applies, the final taxation on distributions will generally be between 5% and 15%.

Double Tax Treaties

Switzerland has an extensive double tax treaty network, with access to tax treaties with 100 countries.

About Swiss Companies

Share Capital
  • SA: Authorised share capital minimum: CHF 100,000
  • SARL: Authorised share capital minimum: CHF 20,000
Shares
  • SA: The identity of the shareholders is not publicly available.
  • SARL: Participations are registered. The identity of the shareholder is public.
Directors

There must be at least one director. Directors domiciled outside of Switzerland are permitted but, at least one manager signing individually on behalf of the company, must be Swiss domiciled. Corporate directors are not permitted.

The names and domiciles of the directors are public.

Incorporation

Approximately three weeks from receipt of all of the requisite information.

Shareholders Meetings

A meeting of the ordinary shareholders must be held once a year.

Accounting/Audit

Annual accounts are required. An annual audit may be required depending on the turnover of the company.

Annual Return

An annual return is required.

Advice and Additional Information

Dixcart has had an office in Switzerland for over twenty-five years and is well place to provide advice regarding the establishment of companies here. Please contact Christine Breitler at the Dixcart office in Switzerland: advice.switzerland@dixcart.com.

Are You Facing Company and Fund Challenges? Why Redomiciling to Guernsey Could be the Solution

What has been Happening?

For many years the movement of a company’s jurisdiction of registration has been driven by the degree of success that International Finance Centres (IFCs) have achieved in implementing international standards. These standards are designed to combat money laundering, bribery and corruption and the financing of terrorism and are issued by the Financial Action Task Force (FATF).

The degree of success, the quality of legislation and the standard of on-going monitoring in an IFC affects how each jurisdiction is assessed by administrative authorities around the world.

The implementation of Economic Substance Requirements by IFCs and grey listings of jurisdictions has added further motivation to a growing trend for companies to consider relocating from their incorporated jurisdiction to jurisdictions which are higher ranked, as being fully compliant with international standards.

Why are Companies Migrating?

Economic Substance and Grey/Black Lists

Economic Substance Requirements (ESR) have now been adopted by most IFCs, in response to concerns raised by, amongst others, the European Union. These concerns relate to the possibility that IFCs might be used in structures designed to shift, then roll-up profits in a low or no-tax jurisdiction, where there is little true substance in relation to the operations supporting the core income generating activity.

Where an IFC has not satisfactorily implemented FATF and ESR, these jurisdictions are then at risk of being placed on one of the 450+ administrative lists around the world of ‘Grey’ or ‘Black’ ranked jurisdictions.  The issue for structures in these jurisdictions is the impact on their ability to conduct financing and transaction activity, particularly banking, and their credibility in the global financial world.

Key practical difficulties in such jurisdictions include:

  • not being able to obtain banking and lending services;
  • missed investor opportunities or lack of investor interest and engagement; and
  • greater compliance scrutiny

each of which affect the ability of the structure to operate effectively, efficiently, and possibly even viably.

Considerations when choosing the IFC to Migrate to

There are three leading factors driving the choice of jurisdiction:

  • the tax harmonisation compliance track record of that IFC;
  • the practicality of operating from that IFC; and
  • the simplicity of the migration process itself.

Track record is often the first criteria assessed.  It is important that the jurisdictions considered are white listed.  Clients will also want certainty that the jurisdiction will remain white-listed, as the international standards mentioned previously, and global tax harmonisation rules continue to evolve. 

Forums such as the Organisation for Economic Cooperation and Development (OECD) and assessment bodies such as MONEYVAL conduct periodic assessments to ensure that a jurisdiction has adhered to the highest level of standards, implementation and monitoring. These assessments provide key information when assessing corporate re-domiciliation.

Practical operation of the company from the chosen jurisdiction is the second consideration. Can the company and its activities be conducted in line with ESR, where appropriate and applicable, in an efficient and effective manner? Geographical location, time zone, access to markets, access to professionals, advisers and financial services, appropriately qualified directors and other personnel, as well as transport links are all important considerations. 

Simplicity of corporate migration. The laws of the inbound jurisdiction need to permit corporate migration and the process should be simple and cost effective, to ensure that the process is commercially viable.

Guernsey offers these features.

Companies are migrating to jurisdictions where they can most readily comply with requirements such as substance. Corporate groups are consolidating multiple jurisdictional structures into single, or at least fewer, jurisdictions to create cost, compliance and substance efficiencies.

These considerations are not limited to the migration of existing structures, new structures are being established, which take into account the above trends and concerns.

Guernsey’s Tax and Regulatory Standards Track Record

Guernsey’s tax policy is underpinned by strong general anti-avoidance rules and the adoption of a number of international tax standards. Some of the more relevant developments are detailed below;

  • December 2017 – EU Code of Conduct Group on Business Taxation for the EU Economic and Financial Affairs Council (COCG), confirmed Guernsey to be a co-operative jurisdiction which complied with the general principles of “fair taxation” and raised no concerns regarding Guernsey’s standards of transparency or implementation of measures to counter base erosion and profit shifting (BEPS).
  • During 2018, Guernsey worked closely with the COCG, EU Member States and the other Crown Dependencies to develop economic substance legislation, which was adopted in December 2018.
  • In 2019, the EU Council confirmed that Guernsey had met its commitment to introduce economic substance requirements and therefore removed Guernsey from the list of jurisdictions who had committed to make certain changes.
  • Guernsey has given its full support to the transparency principles central to the current G20, OECD and EU tax initiatives, and is working as part of the wider international community in the development and effective implementation of internationally agreed standards.
  • In 2004 Guernsey voluntarily entered into automatic information exchange and bilateral withholding arrangements respectively, with all EU Member States, under the European Union Savings Directive (2003/48/EC).
  • Guernsey committed in May 2013, to join the initiative of the G5 countries on establishing and piloting an international standard for automatic exchange of information between tax authorities.
  • In December 2013 Guernsey entered into an intergovernmental agreement with the United States of America in relation to the implementation of FATCA, which it implemented in June 2014.
  • In October 2013 Guernsey entered into an intergovernmental agreement with the United Kingdom in relation the United Kingdom’s own version of FATCA, which it also implemented in June 2014.
  • Guernsey joined in the joint statement on 19 March 2014 committing to the early adoption of the global CRS. On 29 October 2014 Guernsey was among over 50 jurisdictions to sign the OECD’s Multilateral Competent Authority Agreement in Berlin, as a further step towards implementation of the CRS.
  • Guernsey, along with over 50 jurisdictions, implemented the CRS into its domestic legislation with effect from 1 January 2016.

As a key member of the global community committed to transparency, Guernsey continues to implement developments in transparency and best practice, building upon its early adoption of FATCA and the CRS, and also being compliant with the BEPS minimum standards.

Data Protection

Guernsey is among a small group of third country jurisdictions that have been officially assessed as meeting current EU data protection standards and granted equivalence (“adequacy”), through individual Commission Decisions.

Next Steps

If any of the areas covered in this note are relevant to your or your clients, please get in contact to discuss the practical aspects, costs and timings of redomiciling structures to Guernsey. Please contact Steven de Jersey or John Nelson at advice.guernsey@dixcart.com

UK Government Seeking to Increase Investment Diversity in the UK

Background

The UK Government is demonstrating a desire to increase the diversity of investment in the UK.

The objective will be to increase investment in funds directed towards women and ethnic minorities and to also increase the diversity of regions, where the venture capital investment is taking place.

What is Happening?

In Jully 2023, the UK House of Commons Treasury Committee announced the release of a report on venture capital, and recommendations to address issues with venture capital tax relief. Such types of relief include; the Enterprise Investment Scheme (EIS), the Seed Enterprise Investment Scheme (SEIS), and Venture Capital Trusts (VCTs).

What is Venture Capital?

Venture capital is a form of investment in early-stage companies, typically in return for an equity share of the business. This type of financing can be risky and a proportion of firms that receive venture capital will fail.

It is an important type of investment for innovative companies with high growth potential.

What Reliefs are Available in the UK?

The UK venture capital sector receives state support in the form of three tax reliefs (targeted reductions in tax liability). These are the Enterprise Investment Scheme (EIS), the Seed Enterprise Investment Scheme (SEIS) and Venture Capital Trusts (VCTs). The sector also receives support via British Business Bank (BBB) funding schemes.

The EIS and VCTs have statutory ‘sunset clauses’ that will cause them to expire in April 2025. The UK Government has signalled an intention to extend the schemes but has not said when it will do so or for how long. This current uncertainty is a potential risk to investment in the UK.

An Opportunity

The renewal of the EIS and VCT schemes is an opportunity to improve them and to address current shortcomings. These chiefly comprise; diversity, regional inequality and scale-up capital.

Suggestions Regarding Increasing Diversity

Diversity in the sector is extremely poor, both in terms of the characteristics of the business founders that receive venture capital funding, and the people who make venture capital funding decisions.

Women and people from ethnic minorities are highly underrepresented in both groups.

There are three main suggestions:

  • The provision of statistics relating to diversity in staffing and funding decisions should be a condition of receiving tacit taxpayer support in the form of the EIS and VCT tax reliefs.
  • Venture capital firms to be required to comply with the industry standard Investing in Women Code or if not, needing to explain why.
  • The UK Government and BBB to consult on the creation of venture capital funds targeted towards women and ethnic minority individuals.

Suggestion Regarding Regional Inequality

Take positive measures to expand the areas of the UK receiving investment by addressing the concentration of the current majority of, venture capital investment in the so-called ‘Golden Triangle’; London, Oxford, and Cambridge.

Additional Information

If you would like to discuss this topic in more detail, please contact: advice.uk@dixcart.com.

7 Reasons Entrepreneurs Should Consider Offshore Trust & Corporate Services

Today’s businesses are subject to the constantly shifting sands of tax, regulation and an ever evolving, increasingly globalised economy. Engaging a Trust & Corporate Services Provider to manage and administer your company can offer many benefits, particularly for entrepreneurs, family offices or organisations that operate in multiple jurisdictions.

Trust & Corporate Services Providers, often referred to TCSPs, are specialist firms that offer a range of professional services to businesses, helping them with administrative, legal, financial, and regulatory aspects of running a company, partnerships and more.

In this article we look at 7 of the leading reasons why utilising a properly licensed and regulated Isle of Man TCSP can save entrepreneurs and dynamic businesses precious resources:

  1. Administrative Ease and Convenience
  2. Expertise and Specialist Knowledge
  3. Cost Efficiency
  4. Risk Management, Governance and Compliance
  5. Business Continuity and Expansion
  6. Pre-planning for Future Sale
  7. Everything Else

1. Administrative Ease and Convenience

For many entrepreneurs and growing businesses there simply isn’t the resource to devote to day-to-day company administration that does not add to the bottom line – but in today’s world, good governance is more important than ever. Further, there may not be the personnel and/or skills or expertise in-house to fill important appointments such as Directorships or Company Secretary etc.

Even for those more established businesses that operate internationally, or have a presence in multiple countries, having a single base of operation can deliver stability and certainty where taxation and the legal regime are concerned.

Utilising an Isle of Man TCSP can provide the business with such stability and reduce the administrative burden on you and your team, freeing you up to focus on core business activities and strategic planning in a neat “all-in-one” package.  

In addition, the opening and ongoing maintenance of banking relations is integral to the running of any business. An established TCSP will have strong banking relations and be in a position to guide your business through onerous bank account on-boarding processes. Indeed, many high street clearing banks rely on introductions made by licensed and regulated TCSPs to entrepreneurs and small businesses. In most instances, said banks will insist on a local, resident Board of Directors that are provided by a TCSP.

TCSPs, such as Dixcart, are staffed with professionals who possess the experience, expertise and operational capabilities to handle your day-to-day company admin like bookkeeping, banking, secretarial tasks, and regulatory filings effectively and efficiently. Furthermore, best practices will inform all of the company’s underlying activity – giving you peace of mind that all regulatory, tax and legal requirements are being fulfilled.

2. Expertise and Specialist Knowledge?

A good quality TCSP will ordinarily employ qualified professionals from a number of disciplines. This typically includes persons from the accounting, legal, tax and fiduciary sectors such as trust and estate practitioners and chartered secretaries.

Having experts and their skillsets readily available can provide entrepreneurs and fledgling businesses with invaluable support for navigating their industry, avoiding potential liabilities or pitfalls. This is also of particular importance in the bearish post-pandemic skills market where recruiting has become so very difficult in almost every industry – in affect, your business would have a group of retained professionals on-hand.

At Dixcart, our professionals possess a deep understanding of corporate governance, laws, regulations, and maintain a good tax awareness along with any jurisdictional or global requirements.

TCSPs also often have extensive networks of legal, tax, financial, and business professionals that can provide additional support and services as needed. Over Dixcart’s 50+ years of trading, we have amassed a network of trusted experts, so that even where we do not know the answer, we know who will. This knowledge can be invaluable in the company’s decision-making and ensures compliance whilst avoiding potential liabilities.

3. Cost Efficiency

As the saying goes, ‘time is money’. This adage is of paramount importance to entrepreneurs and growing businesses, who are typically light on staff headcount and need to remain agile to have the best chance of succeeding in their given business activities.

The proper administration of a company can be time-consuming and require specialist knowledge. Activities such as completing annual filings, handling legal matters (such as contracts) or seeking counsel, dealing with tax advisers, maintaining proper accounts, holding board meetings and minuting decisions, banking etc. take precious working hours away from achieving the business’s objectives. The question is, would it be more efficient to hire employees rather than outsource?

Let’s take the UK as our working strawman, as they are our closest neighbour. Employing an administrator, who would carry out basic admin e.g. collating documentation, basic filing work, answering the phone etc. and (not items like accounting, dealing with third-party professional advisers, making tax and VAT filings etc.), generally commands an income of between £25,000 to £35,000, on average, within the UK. This does not include employers NI, lost hours due to statutory minimum holiday allowance, pension contributions, sick days, equipment, office space, bonuses, benefits etc. which, based on the lower of £25,000, represents a cost to the employer of circa £45,000+ per annum. This cost also represents a resource that is fairly limited in remit and capabilities, and potentially disproportionately expensive.

On the other hand, a company that undertakes a mid-high level of ongoing activity may incur TCSP fees of circa £25,000+ per annum in total. For this, the business is getting access to qualified accountants, corporate secretaries, professional trustees etc., a network of trusted and professional contacts around the globe, normally hundred(s) of years’ combined experience and, in a good TCSP, a direct line to the senior management team and a transparent fee structure that delivers cost certainty.

Dixcart delivers a full suite of services to its clients, many of whom are entrepreneurs and small to medium sized enterprises wishing to conduct ambitious projects or have growth targets to meet within a certain period of time. Not only does the Isle of Man company benefit from an efficient and effective team of qualified professionals, but the fees are always transparent and tailored to the business in question.

4. Risk Management, Governance and Compliance

GRC management has become essential for the ongoing profitability and sustainability of any modern business, ensuring that the business operates in a lawful, ethical, and profitable manner. GRC is closely related to the core principles of the Environmental, Social, and Governance (ESG) phenomenon that has developed over the decades and accelerated in recent years – now being actively policed by financial regulators with regards to misconduct and adherence to public statements etc.

This is all very well to say, and sounds good, but what does GRC management really mean in practice?

Good corporate governance involves balancing the interests of a company’s many stakeholders, such as shareholders, angel investors, management, employees, customers, suppliers, financial/banking institutions, government agencies and local communities etc. Good governance helps to build trust and confidence among stakeholders, thus promoting sustainability and safeguarding growth.

Risk management is central to the identification, assessment and control of vulnerabilities and threats to the company and its stakeholders. These threats could come in many forms, including financial practices, legal liabilities, strategic decision making, management errors or cybersecurity issues. Good risk management aids a company in proactively eliminating, mitigating or identifying environmental factors that could lead to financial loss, reputational damage, criminal liability and more – therefore it enhances the company’s resilience and aims to futureproof the business.

For example, diversifying business operations across multiple jurisdictions enables an entrepreneur to spread their risk and reduce their exposure to changes in a single country’s economic, legal or tax environment.

Finally, compliance relates to the company’s adherence to applicable laws, regulations, standards, and ethical practices within the jurisdictions of trade. Failure to comply with these requirements can lead to financial penalties, legal liability and reputational damage. Businesses that carry out certain activities, such as investment management, medical services etc. must follow strict regulatory rules.

TCSPs stay updated on legal and regulatory changes, ensuring that the business remains compliant with all relevant laws and avoids potential penalties or legal issues. This is especially important for the business as it develops, whether the goal is a future sale or floating the company on an exchange, GRC is here to stay.

By engaging professionals such as Dixcart to handle critical business functions, such as GRC management, businesses can:

  • Enhance decision making via delivering regulatory, legal and tax awareness in a reliable and timely manner, thus improving the quality of strategic and operational decisions.
  • Improve efficiency by streamlining processes and procedures, saving time and resources.
  • Increase stakeholder trust, which can lead to increased investment, better working partnerships, and improved reputation.
  • Ensure sustainability by identifying, assessing and managing potential financial risks, legal liabilities and malicious threats.
  • Diversify the business’s operations across multiple jurisdictions, by spreading risk and reducing exposure to changes in a single jurisdiction’s economic, legal or tax environment.

5. Business Continuity and Expansion

As a business grows its needs evolve. A TCSP’s services can adapt to meet those changing needs by providing revised and scalable solutions that align with the business’s development and expansion plans. Privately owned TCSPs, such as Dixcart, can adjust their offerings quickly and evaluate your evolving requirements based on growth or fluctuations in demand, without disruption.

Workforce continuity is of paramount importance for the success of fledgling and growing businesses. In fact, one of the key issues experienced by businesses today is the reliable acquisition and retention of good quality staff. This is not an issue where a good quality TCSP is engaged.

Dixcart provides businesses with access to the skills and knowledge of consummate professionals for as long as needed. When choosing a TCSP you should ensure that there is a low churn rate of staff and/or a large proportion of long-serving senior team members, who you will have direct access to. In such instances, the same contacts can act as your dedicated touchpoints throughout the entire relationship, allowing them to gain significant insight into the business, your issues and objectives, and therefore deliver more effective and efficient services.

Moreover, for entrepreneurs and businesses with global aspirations, TCSPs can also assist with company formation and compliance in foreign jurisdictions – enabling a full global group structure to be created through one point of contact. This support can help navigate complex international regulations and cultural differences, making the expansion process smoother. Having a presence in multiple locations can also reduce risk by diversifying operations and protecting assets.

By collaborating with entrepreneurs, our various Dixcart Group TCSP offices around the world, or TCSPs of similar standing to Dixcart, we can create comprehensive business continuity plans to aid existing or expanding operations. These plans outline strategic procedures to follow during challenging times – emergencies, natural disasters, or other disruptions – ensuring the business is resilient and can continue functioning effectively, no matter what. In addition, an extra layer of ongoing financial stability and flexibility may be introduced by the diversification of banking and professional relationships, taking advantage of Dixcart’s already established list of reputable contacts.

6. Pre-planning For Future Sale

When entrepreneurs and businesses embark on new commercial ventures, such as entering a new market or undertaking a special project, the activity is often undertaken with a view to hitting certain growth or value targets before selling the subsidiary or business as a whole. Where this is the case, especially in instances of cross-border trade or multi-jurisdictional planning or ownership, engaging a good TCSP within a reputable jurisdiction can augment the journey to sale.

By delivering tailored solutions, a TCSP can help maximise the value of the business and ensure a smooth and efficient sales process. Working with advisers and clients to provide the optimal corporate structure can enhance the business’s attractiveness to potential buyers via maximising value and operational efficiency. This may involve creating a holding company or subsidiary structure that is more appealing to investors or simplifies the ownership and shareholding arrangements etc.

Very often we are approached by entrepreneurs and business owners, pre-incorporation, to establish and administer Isle of Man holding structures for the purpose of owning the equity in the various arms of the business. The Isle of Man holding company can also hold any other relevant assets, for example, Real Estate, Investments, or Intellectual Property.  This can provide the Beneficial Owners with additional flexibility when it comes to onward sale of the business and the potential to optimise their sale proceeds and mitigate unnecessary tax liabilities.

A good TCSP can ensure the company’s financial records and reporting requirements are always up-to-date, well-organised, and comply with the relevant requirements, making the preparation for sale a more straightforward and efficient task. Engaging a TCSP, such as Dixcart, to assist with due diligence requirements, valuation, confidentiality measures and negotiations can not only give owners and investors peace of mind, but also instil confidence in potential buyers. In addition, post-sale, an experienced TCSP can ensure smooth transition and transfer of assets to the new owners and help the outgoing owners wind down operations as part of a post-sale planning strategy.

Proper planning and collaboration with experts at Dixcart can significantly enhance the likelihood of a successful and profitable business sale.

7. Everything Else

So, it is clear from the information above, that utilising an offshore TCSP can be advantageous in the running of an entrepreneur’s business, but what else can be offered?

Offshore jurisdictions often offer tax neutrality and efficiency compared to the entrepreneur’s home country. By structuring their businesses offshore, entrepreneurs may legally reduce their tax liabilities, retain more profits, and reinvest them in their businesses or personal portfolio.

Legitimate use of offshore trusts or entities can create a legal separation of ownership between personal and business assets, therefore helping to protect those assets from potential lawsuits, creditors, or other financial risks.

Where the legal separation of assets has occurred, a TCSP can facilitate estate and succession planning, ensuring that an entrepreneur’s wealth and business interests are managed and distributed to future generations according to their wishes, in a tax efficient manner. Further, the TCSP can assist entrepreneurs in designing and implementing various employee benefit plans such as share purchase schemes or Employee Ownership Trusts etc., incentivising their performance and loyalty.

Some entrepreneurs value privacy and may prefer to keep their financial affairs confidential. Offshore jurisdictions often have strict laws that protect the privacy of business owners and shareholders, offering a higher level of confidentiality.

Speak with a member of the Dixcart team to find out more about the various structuring options and services that may be available to you.

Why Choose an Isle of Man Trust & Corporate Service Provider?

There are many reasons to choose the Isle of Man, such as regulators who work in harmony with the private sector, political and economic stability, a comprehensive financial infrastructure, a strong banking sector, favourable taxation that encourages the creation and preservation of wealth and world class communications.

Ultimately, the Isle of Man is a competitively priced, reputable and well-regulated international financial centre, which can enhance the credibility of an entrepreneur’s business in the eyes of clients, partners, and investors alike.

Things to consider…

It is important to note that whilst TCSPs can be beneficial, often crucial, for businesses to thrive, they should be selected carefully. Research and due diligence are required to ensure the TCSP is reputable, compliant and can deliver the necessary support for the company’s specific requirements.

Additionally, it is important to ensure that the chosen offshore jurisdiction aligns with the company’s overall business strategy and goals.

Seeking professional advice from qualified accountants, tax, legal and financial advisors is essential to ensure that the chosen structures and arrangements are legal, ethical, and aligned with the entrepreneur’s specific needs and objectives.

With offices worldwide, Dixcart are ideally placed to provide any entrepreneur with the support and expertise required to support a flourishing business.

Get in Touch

If you would like to discuss corporate services or estate and succession planning, please feel free to get in touch with the team at Dixcart: advice.iom@dixcart.com.

Dixcart Management (IOM) Limited is licensed by the Isle of Man Financial Services Authority.

Advantages for Non-EU Nationals of the Establishment of a Cyprus Foreign Interest Company – Including the Right of Non-EU Employees to Reside in Cyprus

What is a Foreign Interest Company?

A Foreign Interest Company is an international company, which, subject to meeting specific criteria, can employ non-EU national employees in Cyprus. This programme enables employees and their families to gain residence and work permits under favourable terms. The main objective of Cyprus Foreign Interest Companies is to attract foreign investment to Cyprus.

What are the Main Requirements Enabling an International Company to Qualify as Foreign Interest Company?

  1. The third country shareholder(s) must own more than 50% of the total share capital of the company.
  2. There must be a minimum Investment of €200,000 into Cyprus by the third country shareholder(s). This investment can be used at a later date to fund future expenses incurred by the company when it is established in Cyprus.

What are the Main Advantages of a Cyprus Foreign Interest Company?

  • Foreign interest companies can employ third country national employees.
  • Third country national employees can obtain a residence and a work permit, the precise details of which will be dependent on the employment contract. Residence and work permits can be for up to 2 years with a right of renewal.
  • Directors and middle-management employees can reside in Cyprus with NO time limit (subject to holding a valid residence and work permit).
  • Employees can exercise their right for their family to join them and to also reside in Cyprus.
  • Companies located in Cyprus are taxed at 12.5% and can benefit from the double taxation treaties that are in force (currently over 60).
  • Dividend income is exempt from corporation tax.
  • Dividend distributions to shareholders are not subject to withholding tax.

Tax Benefits for Individuals Taking up Tax Residence in Cyprus

As a result of previous tax legislation and the exemption from the Cyprus Special Contribution for Defence Tax (“SDC”), introduced in July 2015, non-domiciliaries benefit from a zero rate of tax on the following sources of income:

  • interest;
  • dividends;
  • capital gains (other than from the sale of immoveable property in Cyprus);
  • capital sums received from pensions, provident and insurance funds. 

The zero tax benefits detailed above are enjoyed even if the income has a Cyprus source and is remitted to Cyprus.

Other sources of income may also be exempt from tax however we recommend that professional advice is taken.

In addition, there are NO wealth and NO inheritance taxes in Cyprus.

Other Beneficial Features of the Cyprus Tax System for Individuals

  • Income Tax Reduction for New Residents in Cyprus

Individuals who were not previously resident in Cyprus, take up residence in Cyprus for work purposes, and earn over €55,000 per annum, are entitled to the following tax benefit:

  • 50% of employment income earned in Cyprus is exempt from income tax for a period of 17 years.

Cyprus’ standard income tax rates are:

  • €0 to €19,500: 0%
  • €19,501 to €28,000: 20%
  • €28,001 to €36,300: 25%
  • €36,301 to €60,000: 30%
  • Greater than €60,000: 35%

Additional Information

If you require additional information regarding Cyprus Foreign Interest Companies please speak to Charalambos Pittas/ Katrien de Poorter  at the Dixcart office in Cyprus: advice.cyprus@dixcart.com or to your usual Dixcart contact.

Malta

Malta’s Intellectual Property Regime, Unpacking All the Nuts and Bolts That Could be of Interest to You

In an increasingly global and competitive world, countries are constantly seeking ways to attract foreign investment, foster innovation, and promote economic growth. One such initiative is the Intellectual Property (IP) Box Regime, a tax incentive scheme offered by Malta. In this article we will explore the key features of the IP Box Regime, its benefits, and its impact on Malta’s economy.

The IP Box Regime in Malta is a tax incentive programme designed to encourage the development, acquisition, and exploitation of intellectual property assets. This attractive regime combined with other incentives and Malta’s favourable business environment, makes it an appealing choice for businesses looking to establish their intellectual property rights and conduct research and development activities.

What Are the Advantages of the Malta IP Box Regime?

The reduced tax rate provides a competitive advantage, incentivising businesses to establish their IP rights in Malta and ensuring that a larger portion of their profits remains within their control. The tax advantages are explored in detail below.

This strategy enables companies to allocate resources towards further research, development, and innovation, ultimately leading to enhanced competitiveness and growth. In addition to this, the IP Box Regime promotes collaboration between academia and industry.

The Malta IP Box Regime attracts foreign direct investment (FDI) by offering an attractive tax environment for businesses involved in intellectual property-driven sectors. This influx of FDI stimulates economic growth, creates job opportunities, and expands Malta’s knowledge-based economy. In addition, the regime enhances Malta’s reputation as an innovative and business-friendly jurisdiction, which can further attract foreign companies seeking to establish a European presence.

What is Qualifying IP?

In terms of the Maltese Rules, qualifying IP includes:

a) Patents that have been issued or are in the process of being applied for.

b) Assets in respect of which protection rights are granted in terms of national or international legislation. This includes rights relating to plant and genetic material, plant or crop protection products and orphan drug designations; or utility models; or software protected by copyright under national or international legislation.

c) In the case of a small entity (defined in the Rules), other intellectual property assets that are ‘non-obvious’, useful, novel and have features similar to those of patents, and as are certified as such by Malta Enterprise.

Marketing-related intellectual property assets such as; brands, trademarks and trade names do not constitute qualifying IP.

What are the Conditions to Claim a Deduction?

The definition relates to, activities that must be carried out by the beneficiary:

‘The research, planning, processing, experimenting, testing, devising, designing, development or similar activities leading to the creation, development, improvement or protection of the qualifying IP.’

Further criteria relating to the ‘beneficiary’, include:

  1. functions performed by employees of other enterprises, provided that such employees are acting under the specific directions of the beneficiary in a manner equivalent to its employees;
  2. functions carried out through a permanent establishment situated in a jurisdiction other than the jurisdiction of residence of the beneficiary, where such permanent establishment derives income which is subject to tax in the jurisdiction of residence.
  3. The beneficiary is required to be the qualifying IP’s owner or the holder of an exclusive license in respect of the qualifying IP;
  4. The qualifying IP is granted legal protection in at least one jurisdiction;
  5. The beneficiary maintains sufficient substance in terms of physical presence, personnel, assets or other relevant indicators in the relevant jurisdiction in respect of the qualifying IP.

What is the Patent Box Regime Deduction

The patent box deduction is calculated as follows:

95% x (Qualifying IP Expenditure x Income or Gains derived from qualifying IP)
            Total IP Expenditure

The resultant figure is the amount that is deductible from the gross income of the company, that created and developed the IP in Malta, thereby reducing the income that is taxable.

Qualifying IP Expenditure is established at the time when incurred, and consists of the following:

a) Expenditure incurred directly by the beneficiary for, or in the creation, development, improvement or protection of the qualifying IP;

b) Expenditure incurred by the beneficiary for activities related to the creation, development, improvement and protection of the qualifying IP, subcontracted to persons which are not related to the beneficiary; and

c) Where other expenditure not falling within (a) and (b) above has been incurred, that expenditure may also be included as part of Qualifying IP Expenditure, however the amount of this expenditure is capped at 30% of the amounts referred to in (a) and (b) above.

Total IP Expenditure comprises expenditure directly incurred in the; acquisition, creation, development, improvement or protection of the qualifying IP, being the sum of:

  • All expenditure actually incurred by the beneficiary and constituting qualifying IP expenditure and any other expenditure incurred by any other person which would constitute qualifying IP expenditure had it been incurred by the beneficiary;

and

  • Acquisition costs and expenditure for outsourcing activities made to related parties.

Summary

The IP Box Regime in Malta serves as an effective tool to attract investment, promote innovation, and strengthen the country’s economy. By providing a favourable tax environment for businesses involved in intellectual property, Malta has positioned itself as an attractive destination for companies seeking to harness the potential of their intellectual assets.

Dixcart Malta has a wealth of experience across financial services, offering legal and regulatory compliance insight. Our team of qualified Accountants and Lawyers are available to set up and manage the structure as well as ensuring overall efficiency.

Additional Information

For further information about the Malta matters please contact Jonathan Vassallo, at the Dixcart office in Malta: advice.malta@dixcart.com.

Frequently Asked Questions: Swiss Corporations

This article considers several questions that we are frequently asked regarding Swiss companies.

1. Why is Switzerland Such an Attractive Location for Corporates?

Switzerland is considered an attractive location for corporates for several reasons:

  • Strategic Location: Centrally located in Europe with excellent transport links, including multiple international airports and efficient rail networks, making it an ideal hub for businesses aiming to access EU markets.
  • Innovation and Research: Home to prestigious universities, research institutes, and multinational R&D centres, encouraging collaboration between academia and industry. Switzerland has been ranked the world’s most innovative country since 2011 (World Intellectual Property Organization).
  • Stable Economy: Low inflation, low unemployment, and a strong currency provide a secure environment for businesses.
  • Political Stability: With over two centuries of neutrality and deeply rooted institutional stability, Switzerland offers a safe and predictable business base.
  • Strong Legal Framework: A reliable legal system protects property, intellectual property, investor rights, and contract enforcement, providing businesses with a high level of security and confidence when conducting commercial activities.
  • Business-Friendly Regulations: Low bureaucracy, efficient administration, and competitive tax policies, including R&D incentives and extensive double taxation agreements with numerous countries.
  • Skilled Workforce: Highly qualified multilingual, and productive labour force supported by strong education and vocational systems.

Together, these factors make Switzerland an appealing location for corporates across industries including finance, pharmaceuticals, technology, manufacturing, and international organisations.

2. What Criteria do I need to meet to Establish a Swiss Company?

General criteria for setting up a Swiss company include:

  • Residence: While it is not mandatory to be a Swiss resident to set up a Swiss company, you will need at minimum, a local representative who resides in Switzerland to act as director of the company.
  • Share Capital: The share capital of the company has to be paid into a Swiss bank account when initiating the incorporation procedure. The share capital amount varies depending on the legal structure chosen. For a stock corporation (SA/AG), CHF 100,000 minimum is the minimum requirement. For a limited liability company (SARL/GmbH), the minimum capital is CHF 20,000.
  • Articles of Association: Prepare the Articles of Association, which outline the purpose, capital, shareholder structure, and internal organisation of the company.
  • Shareholders and Directors: Identify the shareholders and directors of the company. The shareholders can be individuals or legal entities, and there is no residency requirement for shareholders. However, at least one director must be a Swiss resident.
  • Bank Account: Open a Swiss bank account in the company’s name and deposit the required share capital
  • Permits and Licenses: Depending on the nature of the business activities, you may need to obtain specific permits or licenses from federal or cantonal authorities. This requirement varies by industry and the location of your business.
  • Compliance: Ensure compliance with Swiss laws and regulations, including tax laws, employment laws, and any business sector specific regulations.

It is important to note that the criteria and requirements may vary depending on the canton (state) in Switzerland where you plan to establish your company.

3. Does it Make a difference Which Canton I Establish my Company in?

Yes, the canton in which you establish your company in Switzerland can make a difference in several aspects. Each canton has its own regulations, taxation system, business-friendly policies, and incentives, which can influence the attractiveness and feasibility of setting up a company.

Detailed below, are some factors to consider regarding the choice of canton:

  • Taxation: Cantons have the authority to set their own tax rates, which can significantly impact your company’s tax liabilities. Some cantons may have lower corporate tax rates, favourable tax advantages, or special tax regimes for specific industries. It is crucial to research and compare the tax systems of different cantons to determine which offers the most beneficial tax environment for your business.
  • Legal Framework: Whilst Swiss federal law governs many aspects of business regulations, some areas, such as company registration procedures, permits and administrative rules, may vary slightly at the cantonal level. It is important to be familiar with the specific legal requirements in the chosen canton.
  • Cost of Living and Business Expenses: The cost of living and operating a business can vary from one canton to another. Expenses such as office space, salaries, utilities, and administrative costs may differ, and it is essential to consider these factors when choosing a canton.
  • Infrastructure and Accessibility: Cantons may vary in terms of infrastructure, transportation networks, and access to markets. Some cantons may have better connectivity, proximity to international airports, or superior logistical infrastructures, which can be advantageous for certain industries.
  • Industry Focus: Different cantons may have a particular focus or strength in specific industries. For example:
    • Zug – Low tax, blockchain and cryptocurrency hub.
    • Zurich – Major centre for finance and technology companies.
    • Basel – Home to global leaders in the pharmaceutical and life sciences industries.
    • Geneva – Key location for private banking, wealth management, diplomacy, and trusts industry. It is the international centre for multinational corporations and organisations.
  • Economic Stability and Support: Economic stability, access to funding, and the availability of business support services can vary across cantons. Some cantons may have a more diversified economy, stronger entrepreneurial ecosystems, or specific support programmes for startups and foreign businesses.

We recommend conducting thorough research and seeking professional advice from local experts or business service providers, when considering your business’s specific needs and objectives.

4. I Anticipate that Swiss Corporation Tax is High – Am I Correct?

Switzerland operates a federal tax system where both the federal government and the cantons levy corporate taxes. As mentioned above, Swiss corporation tax rates vary depending on the canton where the company is registered. It is important to research and compare the tax rates of different cantons to find the most advantageous option for your business.

Although corporate tax rates vary across cantons, many cantons in Switzerland offer tax incentives and special regimes for specific industries or activities. These benefits include reduced tax rates, tax holidays, or deductions for research and development (R&D) expenses. Taking advantage of these incentives can help mitigate the tax impact.

In summary, while Swiss corporation tax rates are competitive, the specific tax burden will depend on the canton and municipality in which the company is registered. In addition, Switzerland offers a favourable tax system, tax incentives, and opportunities for tax planning and optimisation, which can help mitigate the overall tax impact.

5. What Asset Protection and Holding Advantages Does a Swiss Company Offer?

Switzerland is widely recognised for its robust legal and financial framework, which provides strong protection for assets held both domestically and internationally. Swiss companies benefit from a stable, political and legal environment, strict property rights protection, and a reliable judiciary. These factors contribute to the long-term preservation and protection of assets held in Switzerland or through Swiss entities.

Switzerland is an attractive location for establishing holding companies. They benefit from significant tax advantages, including exemption from cantonal taxes on income derived from qualifying shareholdings and capital gains from the sale of such shareholdings, while federal income tax is effectively eliminated through the participation deduction. Switzerland’s extensive network of double taxation treaties further helps prevent double taxation and reduces withholding taxes on cross-border dividends, interest, and royalties.

Taken together, these features make Switzerland a highly favourable location for international group structures and cross-border investment planning, combining tax efficiency with legal and political stability.

Summary

Having a Swiss company can enhance business reputation, as Switzerland is recognised worldwide for quality, precision, reliability, and innovation. Associating with the Swiss brand can offer a competitive advantage and build confidence with customers, partners, and investors.

Advantages will vary depending on industry, canton, and individual circumstances. Conducting thorough research and seeking professional advice will help assess how these align with business objectives and the feasibility of establishing a Swiss company.

Dixcart has had an office in Switzerland since 1997 and is well place to provide advice regarding the establishment of companies here. Please contact Christine Breitler at the Dixcart office in Switzerland: advice.switzerland@dixcart.com.

Key Compliance Checklists – Setting Up a Business in and Moving to the UK

Introduction

If you are considering establishing a business in the UK, ensuring the compliance and administrative elements are setup at an early stage is crucial, to allow the business to grow efficiently.

Similarly, when any move of residence to a new jurisdiction takes place, a thorough review of how a family’s wealth is held, needs to be undertaken, in order to avoid any potentially costly errors. This should take place before the move has occurred.

This Article details the main checklists of items that you need to take into consideration. Dixcart in the UK has extensive expertise in assisting individuals and families to set up businesses and to move to the UK and can guide you through the process and actions that you need to take: advice.uk@dixcart.com

  1. Compliance Checklist for a New UK Business
  • Immigration: unless you are looking to only employ workers already with the right to work in the UK, you may need to consider business related visas, such as a sponsor license or sole representative visa.
  • Employment contracts: all employees will need to have an employment contract compliant with UK employment laws.  Many businesses will also need to prepare staff handbooks and other policies.
  • Payroll: UK income tax rules, benefits-in-kind, pension auto-enrolment, employer’s liability insurance, all need to be understood and implemented correctly.  Administering a UK compliant payroll can be complex. 
  • Book-keeping, management reporting, statutory accounting and audits: well- maintained accounting records will help provide information for considered decision-making and financing, and will ensure that you remain compliant with Companies House and HMRC.
  • VAT: registering for VAT and filing, in compliance with requirements, will help ensure there will be no unexpected surprises and, if dealt with promptly, can help with early-stage cash-flow. 
  • Commercial contracts: whether an agreement with a; vendor, supplier, service provider or customer, a well prepared and robust contract will help protect your business and ensure it is well placed for any future exit strategy. 
  • Premises: whilst many businesses are operating more and more online, many will require office or warehousing space.  Whether renting or purchasing space we can assist. We also have a Dixcart Business Centre in the UK, which may be helpful if a serviced office is needed, with professional accounting and legal services being available, in the same building.  

2. Matters to Consider Prior to Moving to the UK

As indicated at the start of this Article, it is important that families evaluate  arrangements, including tax and succession matters, well ahead of any move. A practical list of some of the factors that should be taken into consideration is detailed below.

Practical matters:

  • Travel documents (visas)
  • Formal enrolment in country/jurisdiction of ‘arrival’, including communication with tax authorities, healthcare and schooling.

Taxation matters:

  • Confirm the arrangements that affect heirs and family in other countries.
  • Plan for the optimal timing of loss of tax residence, and any exit charges.
  • Consider any action that needs to be taken to ensure assets are held in the  optimal way, prior to moving. Leaving this until after arrival can result in unexpected and large tax bills that could have been avoided.
  • Plan the timing of disposals and acquisitions, to ensure the best possible tax outcome.
  • Consider establishing new banking arrangements to segregate income and gains.

Succession and inheritance:

  • Confirm which laws govern succession and if a choice of different jurisdiction law is available.
  • Confirm whether marital/family laws are affected and whether a choice of different jurisdiction law is available.
  • Review estate planning documents (wills, succession, and prenuptial documents), and consider the interaction of wills, appropriate for different jurisdictions.
  • Consider the use of trusts for estate planning, not forgetting that the timing of the settlement of trusts could be key to the taxation outcome.

Implications of transferring physical wealth:

  • Family heirlooms, jewellery, works of art, aircraft, cars and yachts: can they be transferred, are import duties applicable?

Gifts and Donations:

  • Confirm whether gifts or donations should be executed, in advance of acquiring the new residency.

Ongoing Matters to be Reviewed at Least Annually

There are a series of important reviews, that should be taken at least annually, to take into account both changes in personal circumstances and the law:

  • Review of estate planning documents. These include wills, succession and prenuptial documents.
  • Review of trusts arrangements, structures, and bank accounts.
  • Review of any changes to tax laws and the implications in relation to existing agreements and structures.

How can Dixcart Help?

Dixcart can assist with:

  • Establishment, management and on-going corporate compliance
  • Pre-arrival and departure tax planning.
  • Advice and assistance with visas for residence in the UK.
  • Accounting, legal and taxation advice.

Additional Information

If you would like to discuss planning, for the potential setting up of a business in the UK or move of location to the UK, please contact Paul Webb, at the Dixcart office in the UK: advice.uk@dixcart.com.

Cyprus Research & Development Incentives for High-Tech Companies

Background

Cyprus offers a very favourable corporate environment with an attractive and transparent corporate taxation regime.

The Government recognised that the time had come to respond to the growing need of new technology and to support foreign investors, with additional incentives, for structuring their Hi-Tech business in Cyprus.

The Revised Approach Towards R&D Expenditure

Cyprus introduced new Research & Development (R&D) incentives during 2022, which have generated an exponential growth in the Hi-Tech business industry.

  • Whereas Hi-Tech businesses were previously allowed to deduct 100% of their R&D expenses, they are now allowed to deduct 120% of their R&D expenses against future profit.

The impact has already been noticed, with an increase in granting work permits to staff with highly specialized skills. This is boosting the local economy and helping to make Cyprus a new business hub that is attractive to foreign investors for structuring their business.

Cyprus has become an even more cosmopolitan island, actively putting in place measures to enable growth in the Hi-Tech business sector.

Summary of Corporate Tax Rates in Cyprus

The following sources of income are exempt from corporate income tax in Cyprus:

  • Dividend income;
  • Interest income, excluding income arising in the ordinary course of business, which is subject to corporation tax;
  • Foreign exchange gains (FX), with the exception of FX gains arising from trading in foreign currencies and related derivatives;
  • Gains arising from the disposal of securities.

Additional Information

For further information about the R&D incentives for Cyprus based Hi-Tech businesses, please contact the Dixcart office in Cyprus: advice.cyprus@dixcart.com.

Participation Holding Exemption: One of the Reasons Why Maltese Holding Companies are so Popular

Overview

Malta has become a popular choice for an increasing number of multinational groups seeking an efficient holding structure. In the article below we examine the Participation Holding Exemption and how it could be of benefit to you, should you consider setting up a Holding Company in Malta.

What is the Maltese Company Participation Holding Exemption?

Participation Holding Exemption is a tax exemption available to Maltese companies that hold more than 5% of the shares or voting rights in a foreign company. Under this exemption, dividends received from the subsidiary company are not subject to taxation in Malta.  

Malta’s participation exemption relieves 100% of the tax on both the dividends derived from a participating holding and on gains derived from the transfer thereof. This exemption is designed to encourage Maltese companies to invest in foreign companies and to promote Malta as an attractive location for holding company structures.

Participating Holding: Definition

 A participating holding is where a company resident in Malta holds equity shares in another entity and the former:

a. Holds directly at least 5% of the equity shares in a company, and this confers an entitlement to at least two of the following rights:

i.    Right to vote;

ii.   Right to profits available on distribution;

iii.  Right to assets available for distribution on a winding up; OR

b.  Is an equity shareholder and is entitled to purchase the balance of the equity shares or has the right of first refusal to purchase such shares or is entitled to sit as, or appoint, a director on the Board; OR

c.  Is an equity shareholder who holds an investment of a minimum €1.164 million (or the equivalent sum in another currency), and such investment is held for an uninterrupted period of at least 183 days; or the company can hold the shares or units for the development of its own business, and the holding is not held as trading stock for the purpose of a trade.

For a holding in a company to be a participating holding, such a holding must be an equity holding. The holding must not be in a company holding, directly or indirectly, immovable property situated in Malta, subject to a few minor exclusions.

Other Criteria

With respect to dividends, the Participation Exemption is applicable if the entity in which the participating holding is held:

  1. Is resident or incorporated in a country or territory which forms part of the European Union; OR
  2. Is subject to tax at a rate of at least 15%; OR
  3. Has 50% or less of its income derived from passive interest or royalties; OR
  4. Is not a portfolio investment and has been subject to tax at a rate of at least 5%.

Tax Refunds for Participating Holding Entities

Where the participating holding relates to a non-resident company, an alternative to Malta’s participation exemption is a full 100% refund. The respective dividends and capital gains will be taxed in Malta, subject to double tax relief, however, on  dividend distribution, the shareholders are entitled to a full refund (100%) of the tax paid by the distributing company.

In summary, even when Malta’s participation exemption is not available, Maltese tax may be eliminated through application of the 100% refund.

Domestic Transfers

Malta’s Participation Exemption also applies with respect to gains derived from the transfer of a participating holding in a company resident in Malta. Dividends from companies ‘resident’ in Malta, whether participating holdings or otherwise, are not subject to any further taxation in Malta in view of the full imputation system. For further information please speak to Dixcart: advice.malta@dixcart.com

Sale of Shares in a Malta Company by Non-Residents

Any gains or profits derived by non-residents on a disposal of shares or securities in a company resident in Malta are exempt from tax in Malta, provided:

  • The company does not have, directly or indirectly, any rights with regards to immovable property situated in Malta, and
  • the beneficial owner of the gain or profit is not resident in Malta, and
  • The company is not owned and controlled, directly or indirectly by, nor acts on behalf of an individual/s ordinarily resident and domiciled in Malta.

Additional Benefits Enjoyed by Maltese Companies

Malta does not levy withholding taxes on outbound dividends, interest, royalties and liquidation proceeds.

Maltese holding companies also benefit from the application of all EU directives as well as Malta’s extensive network of double taxation agreements.

Dixcart in Malta

The Dixcart office in Malta has a wealth of experience across financial services, and also offers legal and regulatory compliance insight. Our team of qualified Accountants and Lawyers are available to set up structures  and to manage them efficiently .

Additional Information

For further information about Maltese companies matters please contact Jonathan Vassallo, at the Dixcart office in Malta: advice.malta@dixcart.com.

Alternatively, please speak to your usual Dixcart contact.