Category: Corporate Services

Financial Support for Existing Maltese Companies via a Soft Loan

Posted on | by Charlotte McGonigle

Malta Enterprise currently offers a variety of diverse funding options, aimed at developing and enhancing small to medium sized businesses on the island. In this article we focus on the Soft Loan. It is designed to support existing businesses to; accelerate plans to establish new products, enter a new geographic market, address environmental concerns, and/or digitise processes.

Companies that meet the requirements can benefit from a Soft Loan covering part of the funding requirements, up to €1,000,000.

How Does it Work?

An eligible undertaking may be supported through a soft loan to:

a) facilitate a development or expansion project based on a business plan to develop a new product or enter a new geographic market

b) address environmental issues such as; water usage, water treatment, waste treatment, reduction, and reuse

c) optimise business processes through digitalisation and advanced technologies

d) projects aimed to achieve a high level of sustainability

Supported projects must have an implementation period which is not longer than eighteen months and the loan may cover up to 75% of the costs related to the proposed project, including the; procurement of assets, wage costs, know-how and other non-recurring costs.

Details About the Loan

It is important to note that the loan is by way of collateral, secured by a special ‘hypothec’ covering at least fifty percent (50%) of the loan amount. The loan amount cannot exceed:

a) €1,000,000maximum fundingthat must be repaid over a five year term. For organisations involved in road freight transport, the maximum funding is €500,000.

b) Alternatively, if the loan is to be re-paid over ten years, the maximum funding is €500,000, or €250,000 for organisations involved in road freight transport.

Interest Rate

Malta Enterprise charges a very competitive rate of interest that is not lower than 0.5%, established after considering the project and the prevailing European Central Bank reference rate.

The amount not covered by the loan issued by Malta Enterprise, must be financed through a loan issued through a commercial bank and/or through the reserves of the organisation, or other funds considered to be the organisation’s own funds, which must be specifically allocated to the project and deposited with a Commercial Bank.

The loan is repayable within a period of five years, or ten years as outlined above, and Malta Enterprise may agree a moratorium of a maximum twenty-four months for the loan to the relevant organisation, as long as the repayment remains scheduled to be completed within the five or ten year period, as applicable.

Additional Assistance in Malta

This support measure can be combined with the other assistance, such as: The Research and Development Grant: https://www.dixcart.com/setting-up-a-company-in-the-eu-malta-funding-solutions/

How Can We Help You?

Dixcart Malta have a wealth of experience across financial services, offering legal and regulatory compliance insight and helping to implement transformational technology and organisational change. 

Our team of professionals can assist you with the application process and make recommendations with regards to the funding being proposed, as well as preparing the relevant paperwork to ensure a smooth and seamless process, to obtain the relevant finance required.

We will guide you each step of the way and detail the specific criteria required, depending on the activity of the company.

Additional Information

For further information about Malta and the assistance available to companies, please contact Jonathan Vassallo, at the Dixcart office in Malta: advice.malta@dixcart.com. Alternatively, please speak to your usual Dixcart contact.

Register of Overseas Entities with Property Interests in the UK – An Update and Reminder

Posted on | by Charlotte McGonigle

Action Still Needed

The Deadline Has Passed – Action Still Needed

The deadline of 31 January 2023, for the registration of overseas entities with property interests in the UK, with Companies House has now past.

An estimated 13,000 relevant overseas entities had not registered by the deadline, approximately 40% of the total. 

Considerable work needs to be committed to the verification process, before an application for registration can be made.  

In addition, overseas entities that owned a qualifying estate on February 28, 2022 and have subsequently disposed of their interest, are also caught by the rules.

A summary is listed below. For comprehensive detail, please see our previous article here.

Who needs to register?

The beneficial owner of any overseas entity (being a corporate body, partnership or other legal person) governed by the laws of a country or territory outside of the United Kingdom that owns, leases or disposes of qualifying real estate.

Submission of information and verification

The register is a digital service with information submitted in English.

Before any application for first registration or later updating applications/rectifications and amendments can take place, the information will be subject to formal verification by a relevant person.

Broadly, a relevant person includes an independent legal professional, financial institutions, auditors, estate agents, auction platforms etc. 

Once the information has been verified the relevant person will need to confirm to the  Companies House Registrar that it has completed verification in accordance with the new Act and regulations and provide a  statement complying with Part 2 (5) of The Register of Overseas Entities (VPI) Regulations 2022.  If the relevant entity has made no relevant dispositions between 28 February 2022 and the date the application is made, the application must state this.

The information itself must be retained by the relevant person for a period of 5 years.

What happens once registration is accepted?

Companies House then publish the identity on a public register and assign a unique Overseas Entity ID. The name of the relevant entity and their agent will be available to the public on the Companies House website. The Overseas Entity ID will be required by the Land Registry before it registers any dealings relating to real estate in England & Wales.

The 2022 Act requires registered entities to update their information annually.

Secondary legislation allows individuals to be able to protect some of their information from public disclosure in limited circumstances (if it can be shown that an individual, or the people they reside, with will be at serious risk of violence or intimidation).

Failure to comply with registration and/or within the time limits imposed?

In England and Wales a person guilty of an offence is liable on summary conviction to a daily fine of up to £2,500 or unlimited fines and a prison sentence of up to 5 years. Failure to register will also prevent any dealings with the real estate in question.

What can Dixcart do to help you?

We can keep you up to date of the latest developments, assist and advise you on your obligations and aid in collecting the required information.

We can also verify the required information for you and make the application for registration to Companies House and communicate the unique Overseas Entity ID number to you as well as process annual returns.

Additional Measures in the Future

Following the introduction of the  Economic Crime (Transparency and Enforcement) 2022 Act (“ECTE ACT”), which came into force on 01 August 2022, the UK Government is now seeking further measures with the introduction of the Economic Crime and Corporate Transparency Bill, which is already past Committee stage in the House of Commons. 

The register of overseas entities will be amended to maintain consistency with changes intended to the Companies Act 2006.

Amongst the other far reaching and significant changes intended by the Bill are:

  • reforms to Companies House including the introduction of identity verification for all new and existing registered company directors
  • reforms to prevent the abuse of limited partnerships by tightening registration requirements and increasing transparency
  • additional powers to seize and recover suspected criminal crypto assets by boosting criminal confiscation powers
  • reforms to give businesses more confidence to share information in order to tackle money laundering and other economic crime
  • new intelligence gathering powers for law enforcement and removal of nugatory burdens on business.

Additional Information

If you have any questions or think you may need to register your overseas entity, please get in touch with the Dixcart office in the UK: advice.uk@dixcart.com.

Why Use an Isle of Man Company? What you need to know

Posted on | by Charlotte McGonigle

Isle of Man companies provide a flexible vehicle that meet a huge variety of objectives and can be particularly beneficial under the right conditions.

Depending on the circumstances, the Ultimate Beneficial Owner (UBO) and their adviser can utilise Isle of Man companies in everything from corporate structuring and asset protection to wealth and estate planning. The Isle of Man company delivers a tax efficient and globally compliant solution.

In this article we highlight some of the good reasons to consider using Isle of Man companies:

Isle of Man Jurisdictional Benefits

The Isle of Man is an independent Crown Dependency that holds a Moody’s rating of Aa3 Negative, as at 28 October 2022, in line with the UK’s current rating. Companies registered in the Isle of Man benefit from the business-friendly Government, legislative environment and locally set tax regime. In addition, an Isle of Man company can be incorporated in 48 hours or less.

Headline rates of taxation include:

  • 0% Corporate Tax
  • 0% Capital Gains Tax
  • 0% Inheritance Tax
  • 0% Withholding Tax on Dividends
  • Isle of Man companies are able to register for VAT, and businesses in the Isle of Man fall under the UK’s VAT regime.

However, the island offers more than just tax efficiency.  It is OECD compliant and therefore not considered a tax haven and the local environment continues to provide world class professional services to those engaging in international wealth, corporate and estate planning.

You can read more about why the Isle of Man is a jurisdiction of choice, here.

The Flexibility of Isle of Man Companies

Isle of Man companies provide a large degree of flexibility in terms of their constitution and operation, particularly companies incorporated under CA 2006 – although, there can be situations where a more traditional CA 1931 company can be more attractive.

Whilst both types of company are required to maintain a Registered Office in the Isle of Man, must have a Nominated Officer etc. there is a large amount of freedom provided:

Companies Act 1931

Companies Act 2006

No restrictions on trading objects

Minimum of one Shareholder. Can be corporate.
Can have a single share, with no max. Share can hold a par value of as little as £0.01p. No thin capitalisation rules. Can be any currency.Can have a single share, with no max. Share can hold a par value of zero. No thin capitalisation rules. Can be any currency.
Minimum of two Directors. Can be non-resident. Cannot be a corporate.Minimum of one Director. Can be non-resident and can be a corporate.
Company Secretary required. Can be a non-resident and can be a Director.Requires a Registered Agent at all times. Registered Agent is a licensed Isle of Man resident.

Minimal restrictions on the management of dividends and share capital
Requirement to produced Annual Financial Statements, in line with Part 1 of the Companies Act 1982.

Subject to meeting the conditions set out in the Companies (Audit Exemption) Regulations 2007, the Members can unanimously agree to dispense of the requirement for Annual Accounts to be audited where applicable.		No requirement to produce Annual Financial Statements, but it is standard practice to produce such accounts.

No requirement for Annual Accounts to be audited.

Minimal filing and accounting requirements
There is a requirement to hold an Annual General Meeting, but private companies can dispense with this requirement in line with the Companies Act 1931 (Dispensation For Private Companies) (Annual General Meeting) Regulations 2010.No requirement to hold Annual General Meetings.

Furthermore, it is possible for a CA 1931 company to apply to re-register as a CA 2006 company and vice versa, since the commencement of the Companies (Amendment) Act 2021. This provides UBOs and advisers with ultimate flexibility with regards to the constitution of the company. You can read more about the effect of the Companies (Amendment) Act 2021 here.

You can read more about Isle of Man companies incorporated under the Companies Act 1931 here. Alternatively, you can read more about Isle of Man companies incorporated under the Companies Act 2006 here.

Dixcart have significant experience in assisting clients and their advisers with their corporate planning and can support them to make the most appropriate decisions regarding the choice of vehicle.

Isle of Man Companies and Disclosure of Beneficial Ownership

Central registers of beneficial ownership were introduced as a mandatory requirement for Member States and jurisdictions within the European Economic Area by Article 30 of the Fourth EU Money Laundering Directive (4MLD), coming into force in 2017. The Isle of Man gave affect to this Directive through the introduction of the Beneficial Ownership Act 2017.

Under the Beneficial Ownership Act 2017, where the UBO owns more than 25% of the legal entity the person is a Registrable Beneficial Owner, and the Nominated Officer must submit the Required Details to the Registrar to be held in the Isle of Man Database of Beneficial Ownership. The Register is not publicly available and is limited to competent Authorities and relevant organisations who conduct AML checks e.g. criminal enforcement bureaus such as the Financial Investigations Unit etc.

Further, you may be aware of a recent EU Court of Justice (CJEU) Grand Chamber ruling concerning the balancing the proportionality of achieving AML objectives and privacy rights. The judgement stemmed from a Luxembourg case, whereby a Luxembourg company and its UBO made an application to prevent information concerning beneficial ownership from being made publicly available – this was rejected by the Luxembourg RBO. Following this, the company and UBO began legal action relating to both the decision and legality of the legislative powers allowing this to take place.

The law gave affect to the Fifth EU Money Laundering Directive (5MLD). 5MLD amended Art 30 of 4MLD to make provision for any member of the general public to be entitled to access information concerning beneficial ownership. The Grand Chamber found that the legislation was indeed unlawful, and disproportionate in its derogation from the European Union’s Charter of Fundamental Rights – namely Art 7 the right to respect for private and family life, and Art 8 concerning the protection of personal data.

The Crown Dependencies’ financial regulators have released a joint statement in late December 2022 in response to this landmark CJEU Grand Chamber ruling. They intend to seek specialist legal advice regarding how to proceed in implementing 5MLD compliant legislation, given the outcome of the above case. The Crown Dependencies have stated that they intend to adopt legislation in their respective jurisdictions as soon as possible after receiving the expert legal opinion, which is expected to be completed in early 2023. Whilst the regulators are clearly committed to honouring their commitments to openness and transparency, the statement does not provide any consideration of how the judgement will affect any interpretation of 5MLD or the legality of introducing measures such as a public register. You can find the Joint Statement: Crown Dependencies on access to registers of beneficial ownership of companies here.

Redomiciling an Existing Company to the Isle of Man

If there is an existing legal entity, you may be able to redomicile it to the Isle of Man and reregister it under Companies Act 1931 or Companies Act 2006.

When an incorporated entity is redomiciled to the Isle of Man, the result is a continuation of the same body corporate with all of its assets, liabilities and obligations remaining i.e. it is not a new entity. However, once imported, the laws and regulations of the Isle of Man apply.

It is important to note that this process can only be undertaken if the jurisdiction that the legal entity is exiting has the required legislative framework in place. Of course, the Isle of Man possess such legislation. For example, conversely there is no such Statute in the UK to support redomiciliation, and therefore UK companies cannot be redomiciled to any jurisdiction.

Further, it is necessary for the UBO and/or adviser to be aware of the potential licensing requirements if they wish to continue certain business activities after redomiciliation.

Additionally, it is also necessary to ensure your company’s Registered Name, or a derivative is available – if available, it can be reserved. In such cases, we would advise contacting Dixcart in the first instance. For further information on choosing a company name, you can read the Company and Business Names Etc Act here and you can check the name’s availability here.

There is a myriad of reasons why a UBO or their adviser may seek to move their company to the Isle of Man. For example, where an entity has been incorporated in a jurisdiction that was previously attractive, but has since fallen out of favour, this can make administering the company operationally difficult owing to the implicit risks of that jurisdiction. You can find a risk rated list of jurisdictions here (Jurisdictions in Lists A, B, C and D concerning AML/CFT risks).

The Isle of Man is regarded as a compliant, stable and well-regulated jurisdiction, and is therefore considered a leading international destination for business. For example, due to the Isle of Man being well-regulated and transparent, those companies that wish to structure debt finance can be looked on favourably by banks, owing to facilities such as a public register of mortgages and other charges. You can read more about why the Isle of Man is a Preferred Jurisdiction for Corporate Structuring here.

Dixcart are well placed to assist with the redomiciliation of all incorporated vehicles.

Isle of Man Companies and Banking

From carrying out its activities to meeting its liabilities, reliable banking arrangements are essential. Where a company is not incorporated in a reputable jurisdiction, or worse a blacklisted jurisdiction, this can cause significant operational issues. Further, where the company does not bank with a trusted institution, this can also create operational issues.

The banks take a risk-based approach, considering various factors upon application e.g. jurisdictions, connected parties, source of funds and wealth, nature of activity, volume of transactions etc. all of which will influence the acceptability of the application. The resulting risk rating will also affect the level of fees payable to the bank.

In addition, high street banks will not provide services to Isle of Man companies that do not have a resident Director. Therefore, in the circumstances where the UBO and/or adviser do not wish Dixcart to provide Isle of Man Directors, other options will have to be considered – for example, do you have existing banking relationships within other jurisdictions?

Dixcart has good relationships with all of the banks on the Isle of Man and can facilitate banking services on fully managed entities. In circumstances where Dixcart are not providing Directors, we can make appropriate introductions.

Taxation of Isle of Man Companies

Tax advice is almost always essential for non-Isle of Man residents, when considering incorporating an Isle of Man company. There are so many factors at play – what activity is the company carrying out? Are there Economic Substance requirements to be met? How are foreign companies treated within the UBOs local jurisdiction? How involved can they be with the management and control of the company? Is the company conducting cross-border transactions? Etc.

Furthermore, as a compliant whitelisted jurisdiction, the Isle of Man has signed up to a number of information exchange and double-taxation agreements. There can be reporting requirements that must be taken into account.

As you can see, even considering these basic questions there are a lot of things to clarify, much of which can have complex tax implications and require professional advice. Generally, the place to start will be to take advice in the UBO’s local jurisdiction. Whilst our Isle of Man office does not provide tax advice, we have built up a network of contacts over our 30+ years of trading, and will be able to make an appropriate introduction to an adviser local to the UBO.

How Are Isle of Man Companies Used?

Isle of Man companies have a huge variety of uses, and can be an option in most circumstances where the planning allows for the use of the Isle of Man. Below, I have covered a number of areas where Isle of Man companies are commonly utilised.

Holding Companies

A large range of capital, from participations in other companies to investment portfolios and luxury assets, can benefit from being owned via an Isle of Man company, due to the local legislative environment and tax regime. In such situations it is particularly important to ensure that placing the assets with the Isle of Man company will not attract any unintended taxation or liabilities – this needs to be considered at outset. Often the question can be whether the cost of maintaining and administering an Isle of Man company will outweigh the benefits or vice versa.

Below I have noted some of the most common types of Isle of Man holding companies:

  • Equity Holding: Isle of Man companies offer a great vehicle for holding participations in other companies. This can take the form of a personal portfolio of stocks and shares, or even the Isle of Man company acting as TopCo of a group of companies. Regardless, the UBO will need to confirm whether the Isle of Man company’s activity falls within a Relevant Sector for the purposes of Economic Substance legislation – contained in Part 6A Income Tax Act 1970.

Under Economic Substance, if an Isle of Man company’s sole function is to acquire and hold controlling equity positions in other companies i.e. more than 50% of the company’s share capital, then the company is considered a Pure Equity Holding Company. A Pure Equity Holding Company must demonstrate that its Core Income Generating Activities (CIGA) occur on the Isle of Man. The required CIGA is usually met through the provision of Directors and other management services in the Isle of Man, enabling Adequate Substance to be met.

However, if the Isle of Man company meets these requirements but has no income i.e. no dividends are paid up from the equity holdings, then it falls out of Economic Substance.

You can find the latest guidance on Economic Substance here.

  • Real Estate Property Holding: Isle of Man companies are often used to purchase, develop and/or generate income from Real Estate. This option is particularly attractive in circumstances where the UBOs are in a number of geographic locations or outside of the jurisdiction being invested into.
  • Yacht Holding: Isle of Man companies are often used for the management of luxury assets. We have particular expertise in Superyacht management structures, whereby we work with industry professionals to deliver a ringfenced and efficient corporate ownership structure. You can read more about our superyacht services here.
  • Honourable Mentions: as noted above, in the right circumstances it can be beneficial to hold almost any asset via an Isle of Man company. Other typical assets held by Isle of Man companies include; intellectual property, aircraft, and tangible investment property such as works of art, wine etc.

International Structuring

The Isle of Man provides a great non-EU base from which to structure companies that operate internationally. There are several instances where this makes particular sense:

  • Geographic diversity – The company may have Shareholders, workforce or activities that are located within multiple jurisdictions or trade areas;
  • Restructuring – An Isle of Man company may be established for the purposes of carrying out acquisitions and mergers. Further where a TopCo needs to relocate to a well-regarded jurisdiction, the Isle of Man company offers a great option for redomiciliation.
  • Equity Finance – The company and or its subsidiaries may wish to commoditise their assets to attract new investment i.e. converting immovable assets, such as land and real estate, into shares or debt instruments. New investors would purchase positions within the new TopCo, thereby providing the group of companies with a source of capital for growth etc. You can read more about financing international investment via Isle of Man Companies here.
  • Access to markets – As a well-regulated and reputable jurisdiction, the Isle of Man provides a platform for certain types of regulated business to attain and manage licenses to provide international activities e.g. eGaming.

Estate Planning

Trusts have been the mainstay of estate planning for generations, delivering a degree of certainty and protection to Settlors and their assets. However, a Trust is not an incorporated entity and therefore has no separate legal personality and limited liability – the Trustees hold legal title of the assets and are responsible for the Trust’s liabilities. Additionally, the Trust cannot engage in commercial activity, and must do so via a company. Further, Trusts are not recognised in all jurisdictions, and therefore predominantly attractive to Settlors from Common Law jurisdictions. You can read more about Isle of Man Trusts in this series of articles, and this accompanying video presentation.

In recent times, many offshore jurisdictions, such as the Isle of Man and Channel Islands, have introduced legislation to support the use of Foundations. Foundations provide an incorporated vehicle that is comparable to a Trust but possesses separate legal personality and limited liability – albeit there is no share capital. The Foundation is traditionally used within Civil Law jurisdictions. Therefore, the tax treatment of a Foundation is less certain within Common Law jurisdictions such as the UK, and seems to be assessed on a case-by-case basis – in part governed by the purpose of establishment i.e. if formed to carry out company activities it may be treated as per a company. As with the Trust, the Foundation cannot engage in commercial activity, and must do so via a company. You can read more about Isle of Man Foundations in this series of articles, and this accompanying video presentation.

Isle of Man companies, incorporated under the CA 2006, can be used as a viable alternative to both Trusts and Foundations. Delivering an entity with separate legal personality, limited liability and share capital. Further, companies, unlike Trusts, are recognised as legal structures throughout the world and can engage in commercial activity directly. Therefore, given the right circumstances, an Isle of Man company can present a more efficient option than a Trust or Foundation.

The UBO, or Founder, transfers their assets to the Isle of Man company. Transferring those assets to the Isle of Man company can have tax implications and as such will require tax advice within the Founder’s jurisdiction of domicile and tax residency.

Through the issuance of different classes of share, various powers and rights can be attributed to different parties. For example, issuing a class of shares to the Founder can provide them with voting rights and therefore increased control during their lifetime. This mechanism can also provide the beneficiaries with access to income and/or capital and the appointed Directors with management rights. The class rights would be detailed within the Articles of Association. It is important to note that where the Founder possesses voting rights, this can have tax implications, even though there is no right to participate in income or capital.

Dixcart can provide for the provision of Trustees, Council Members and Directors as required by the client and their adviser, and are well placed to assist in all international planning.

How Dixcart Can Help

Our Isle of Man office has been providing effective structuring and efficient administration for companies for over 30 years and is well placed to assist with all Isle of Man planning.

We have developed an extensive range of offerings which can be tailored to meet the needs of  clients and their advisers. Our in-house experts and senior employees are professionally qualified, with a wealth of experience – this means that, from pre-incorporation planning and advice to the day-to-day management of the company and troubleshooting issues, we can support your goals at every stage.

Additional Information

If you require further information regarding the use of Offshore Trusts, or Isle of Man structures, please feel free to get in touch with Paul Harvey at Dixcart: advice.iom@dixcart.com

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

sceneric view of a beach in cyprus

Cyprus’ new strategies for attracting business – What has changed during 2022?

Posted on | by Charlotte McGonigle

In October 2021, the Cyprus Government announced that they were implementing an Action Plan to attract investment into Cyprus.

This Article reviews the extensive tax incentives and new programmes implemented during 2022, which have made Cyprus an even more attractive place to relocate to.

Business Facilitation Unit

The Ministry of Finance promotes the Business Facilitation Unit that processes the acquisition of work permits for highly skilled third country employees, with a minimum gross salary of €2,500 per month. It is a requirement to have a university degree or equivalent qualifications or certifications.

The maximum number of work permits for third country nationals per company is set at 70% of all employees over a period of 5 years. The permits are issued within 1 month and last up to 3 years, and employees’ spouses  can also access the labour market in Cyprus.

Digital Nomad Visa

Eligibility

Via the Digital Nomad Visa Program non-EU nationals, active as self-employed, salaried or on a freelance basis can apply for the right to live and work in Cyprus. The applicants must work remotely using information technology and communicate remotely with clients and employers outside Cyprus.

Residence status

A Digital Nomad has the right to stay in Cyprus for a period of up to 1 year, with the right to renew for another 2 years. During the stay in Cyprus the spouse or partner and any minor family members, cannot provide dependent work or engage in any kind of employment activity in the country. If they reside in the Republic for a time period that exceeds 183 days within the same tax year, then they are considered as tax residents of Cyprus.

Each digital nomad must have a salary of at least €3,500 euros per month, medical coverage and a clean criminal record from their country of residence.

Extension of the tax exemption that applies to employees in the Republic

As specified in the strategy, tax exemptions that apply to foreign highly skilled employees in the Republic are extended up to a period of 17 years.

The existing tax exemption has also been extended to cover new resident employees with an annual salary from employment of €55,000 or more. They are entitled to a tax exemption of 50%.

Increased tax deduction (compared to the actual one) for research and development expenses

Research and development expenses are subject to an increased discount. Eligible research and development expenses can be deducted from taxable income equal to 120% of the actual spend.

Application for acquisition of Cypriot citizenship

There is now the option to apply for the Cypriot citizenship after a period of 5 years of residence and work in the Republic of Cyprus, instead of the 7 years that was applicable before.

Additional Information

For further information about the attractive tax regime for individuals in Cyprus, please contact Katrien de Poorter at the Dixcart office in Cyprus: advice.cyprus@dixcart.com.

Formation of Companies in Guernsey

Posted on | by Charlotte McGonigle

Why Use Guernsey?

Guernsey is a premier international financial centre with an enviable reputation and excellent standards. The Island is also one of the leading jurisdictions providing international corporate and private client services and has developed as a base from which internationally mobile families can organise their worldwide affairs through family office arrangements.

Factors contributing to and enhancing the status of this jurisdiction include:

  • A general rate of tax payable by Guernsey companies of zero*.

*Generally, the rate of corporation tax payable by a Guernsey company is 0%.

There are certain limited exceptions when a 10% or 20% rate of tax apply. Please contact the Dixcart office in Guernsey, for further details: advice.guernsey@dixcart.com.

  • There are no wealth taxes, no inheritance taxes, no withholding taxes on dividends, no capital gains taxes and no VAT.
  • For Guernsey resident individual tax payers there is a maximum tax charge of £260,000 on their worldwide income.
  • Individuals relocating to the Island can effectively elect to pay tax on their Guernsey source income only, capped at £150,000, or on their worldwide income capped (as detailed above) at £300,000.
  • The Companies (Guernsey) Law 2008, the Trusts (Guernsey) Law 2007 and the Foundations (Guernsey) Law 2012, reflect Guernsey’s commitment to providing a modern statutory basis and increased flexibility for companies and individuals using the jurisdiction of Guernsey. The laws also reflect the importance placed on corporate governance.
  • Guernsey’s Economic Substance regime was approved by the EU Code of Conduct Group and endorsed by the OECD Forum on Harmful Tax Practices in 2019.
  • A Guernsey Foundation is the only entity of this type globally that offers potential for disenfranchised beneficiaries.
  • Guernsey is home to more non-UK entities listed on the London Stock Exchange (LSE) markets than any other jurisdiction globally. LSE data shows that at the end of December 2020 there were 102 Guernsey-incorporated entities listed across its various markets.
  • Legislative and fiscal independence mean that the Island responds quickly to the needs of business. In addition the continuity achieved through the democratically elected parliament, without political parties, helps deliver political and economic stability.
  • A wide range of internationally respected business sectors: banking, fund management and administration, investment, insurance and fiduciary. To meet the needs of these professional sectors, a highly skilled workforce has developed in Guernsey.
  • 2REG, the Guernsey aviation registry offers a number of tax and commercial efficiencies for the registration of private and, off-lease, commercial aircraft.

Formation of Companies in Guernsey

General information is detailed below outlining the formation and regulation of companies in Guernsey, as embodied in the Companies (Guernsey) Law 2008.

  1. Incorporation

Incorporation can normally be effected within twenty four hours.

     2. Minimum Capitalisation

There are no minimum or maximum capital requirements. Bearer shares are not permitted.

     3. Directors/Company Secretary

The minimum number of directors is one. There are no residency requirements for either directors or secretaries.

     4. Registered Office/Registered Agent

The registered office must be in Guernsey. A registered agent needs to be appointed, and must be licensed by the Guernsey Financial Services Commission.

     5. Annual General Meeting

Members can elect not to hold an Annual General Meeting by Waiver Resolution (requiring a 90% majority).

     6. Annual Validation

Each Guernsey company must complete an Annual Validation, disclosing information as at 31st December of each year. The Annual Validation must be delivered to the Registry by 31st January of the following year.

     7. Audit

Members can elect for the company to be exempt from the obligation to have an audit by Waiver Resolution (requiring a 90% majority).

     8. Accounts

There is no requirement to file accounts. However, proper books of account must be maintained and sufficient records must be kept in Guernsey to ascertain the financial position of the company at no greater than six monthly intervals.

     9. Taxation

Resident corporations are liable to tax on their worldwide income. Non-resident corporations are subject to Guernsey tax on their Guernsey-source income.

Companies pay income tax at the current standard rate of 0% on taxable income; however, income derived from certain businesses may be taxable at a 10% or 20% rate.

Income derived from the following business is taxable at 10%:

  • Banking business.
  • Domestic insurance business.
  • Insurance intermediary business.
  • Insurance management business.
  • Custody services business.
  • Licensed fund administration business.
  • Regulated investment management services to individual clients (excluding collective investment schemes).
  • Operating an investment exchange.
  • Compliance and other related activities provided to regulated financial services businesses.
  • Operating an aircraft registry.

‘Banking business’ is broadly defined as income that arises as a result of the provision of credit facilities by any type of company and the utilisation of customer deposits. Income derived from licensed fiduciaries (with regulated activities), licensed insurers (in respect of domestic business), licensed insurance intermediaries, and licensed insurance managers is also taxable at 10%.

Income derived from the exploitation of property located in Guernsey or received by a publicly regulated utility company is subject to tax at a higher rate of 20%. In addition, income from retail businesses carried on in Guernsey where taxable profits exceed 500,000 British pounds sterling (GBP) and income derived from the importation and/or supply of hydrocarbon oil and gas are also taxed at 20%.

Finally, income derived from the cultivation of cannabis plants and income from the use of those cultivated cannabis plants or parts of those cultivated cannabis plants or licensed production of controlled drugs is taxable at 20%.

If you would like additional information regarding the formation of companies in Guernsey and the fees that Dixcart charge, please contact: advice.guernsey@dixcart.com

Dixcart Trust Corporation Limited has a Full Fiduciary Licence granted by the Guernsey Financial Services Commission

 

Cyprus – Tax Benefits for Expatriates and High Net Worth Individuals Relocating There

Posted on | by Charlotte McGonigle

Why Cyprus?

Cyprus is an appealing European jurisdiction, located in the eastern Mediterranean Sea and offering a warm climate and attractive beaches. Situated off the southern coast of Turkey, Cyprus is accessible from Europe, Asia and Africa. Nicosia is the centrally located capital of the Republic of Cyprus. The official language is Greek, with English also being widely spoken. Cyprus offers a palette of personal tax incentives for expatriates and high net worth individuals relocating to Cyprus.

Personal Taxation

An individual becomes a tax resident in Cyprus by spending more than 183 days in Cyprus in any one calendar year. With that being said, they will be taxed on income arising in Cyprus and also on foreign source income.

Any foreign taxes paid can be credited against the personal income tax liability in Cyprus. An additional incentive has been implemented whereas individuals can become tax residents in Cyprus by spending a minimum of 60 days in Cyprus provided that certain criteria is met.

Individuals who were not previous tax residents can also apply for the non-domicile status. Individuals who qualify under the Non-Domicile Regime are exempt from taxation income derived from; interest, dividends, capital gains (apart from capital gains derived from the sale of immovable property in Cyprus), capital sums received from pension, provident and insurance funds. In addition, there is no wealth and no inheritance tax in Cyprus.

Income Tax Exemption for Taking up Employment in Cyprus

  • An exemption of 50% of the remuneration from employment is available for an individual in Cyprus who was resident outside Cyprus before the commencement of his/her employment in Cyprus. The exemption applies for a period of 17 years starting from the first year of employment in Cyprus, provided that the income from such employment exceeds €55,000 per year.

Nil/reduced Withholding Tax on Income Received from Abroad

Cyprus has more than 65 tax treaties that provide for nil or reduced withholding tax rates on; dividends, interest, royalties and pensions received from abroad.

Tax Advantages for Pension Lump Sums and Income

Any lump sum received as a retirement gratuity is exempt from tax.

A Cypriot tax resident individual receiving pension income from abroad may choose to be taxed at a flat rate of 5%, on amounts exceeding €3,420 per year.

Additional Information

If you would like any additional information regarding the tax benefits available for expatriates and HNWI’s relocation to Cyprus, contact the Dixcart office in Cyprus: advice.cyprus@dixcart.com

Swiss companies

Swiss Corporations: Stability In A Volatile World

Posted on | by Charlotte McGonigle

Recent events around the world, including the covid pandemic and major wars, mean that stability, security and reputational issues have become even more important. This applies to corporate structures as well as to many other areas of international life.

Swiss companies offer stability, as well as a number of potential tax efficiencies.

Advantages

Switzerland offers a number of advantages as a location for international companies:

  • Located in the centre of Europe.
  • Economic and political stability.
  • High regard for personal privacy and confidentiality.
  • An exceptionally ‘innovative’ and ‘competitive’ country, with numerous 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.

A Favourable Tax Environment for Companies and Foreign Investors

The Swiss tax regime for companies is attractive as summarised below:

  • Swiss trading companies are taxed at between 12% and 14%.
  • NO corporate tax on dividends received from qualified participations and no capital gains.
  • NO tax on dividend distributions to shareholders based in Switzerland and/or a country in the EU.

Swiss Company Taxation

The Swiss federal tax rate is consistent across Switzerland, but corporate tax rates (federal tax, plus cantonal tax) vary across different Swiss cantons, depending on the specific approved cantonal tax rate.

Since January 2020, the corporate tax rate (combined federal and cantonal tax) for trading companies in Geneva, has been 13.99%.

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). 

Switzerland is not in the EU, but is in ‘Schengen’.

Double Tax Treaties

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

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%.

Patent Box

Net profit from domestic and foreign patents are taxed separately with a maximum reduction of 90% (precise rate depending on the specific canton). This Patent Box Regime meets the OECD2 standard.

Before the Patent Box is applied for the first time, the R&D expenditures, that are to enjoy tax relief, must have been identified and taxed.

Additional Information

If you require additional information relating to Swiss companies and the advantages they can offer for Swiss corporations, please speak to Christine Breitler at the Dixcart office in Switzerland: advice.switzerland@dixcart.com.

Importance of having a will

UK Research and Development (R&D) Tax Relief is Changing – What do You Need to Consider?

Posted on | by Charlotte McGonigle

From 1 April 2023, a number of changes are expected to the UK Research and Development (R&D) Tax Relief scheme. This Article summarises the key points arising from the July 2022 HMRC draft legislation for R&D tax relief changes, originally announced in the 2021 UK Autumn Budget.

These changes will take effect for accounting periods beginning on or after 1 April 2023. The changes will impact companies claiming under either of the two schemes (SME or RDEC).

The UK Government has a target to raise investment in R&D to 2.4% of UK GDP by 2027 and R&D tax relief forms part of that goal, by reducing the cost of innovation for UK companies.

UK R&D Tax Relief

UK Research and Development (R&D) tax relief can prove an extremely valuable tax relief and, for companies carrying out significant qualifying R&D projects, it may mean not having to pay any corporation tax for many years or even claiming a repayment from HMRC.

For small to medium sized enterprises (SMEs), a deduction of 230% of the amount spent on R&D can be made from taxable profits, reducing the corporation tax due. For loss making companies, the scheme allows relief upfront as a cash payment of 14.5% of the ‘surrenderable loss.’

For further information regarding the benefits available and the process that needs to be followed, please contact: advice.uk@dixcart.com

What are the Key Changes?

  • Extending Qualifying Expenditure

The good news is that R&D expenditure categories will be extended to include the costs of datasets and cloud computing – however, these costs need to clearly align with direct R&D and cannot be included in R&D claims where these costs only relate to indirect supporting activities.

In addition to this, R&D in pure mathematics will now qualify for relief and can form part of the qualifying R&D activities of the claimant.

  • Refocusing the Reliefs Towards Innovation Undertaken in the UK

One of the most fundamental changes in the Autumn Budget was to refocus the relief provided to activities performed in the UK or qualifying overseas expenditure.

  • UK Expenditure

Relevant research and development must be undertaken in the United Kingdom. As such, subcontracted R&D work, and the cost of externally provided workers (EPWs), will be limited to work undertaken in the UK.

  • Qualifying Overseas Expenditure

The exemption to the above, is where work undertaken outside the UK is necessary due to geographical, environmental, or social conditions not present or replicable in the UK.

The cost of the work, and availability of workers, are specifically excluded as factors. This list is not exhaustive and, in the short term, is likely to create greater uncertainty as to what might be seen as meeting these criteria.

It is worth noting that, to date, there is nothing in the draft legislation that specifically addresses claims for the cost of staff working on projects in an overseas branch of a UK entity – it is hoped this will be clarified as the Bill goes through the Parliamentary process.

Tackling Abuse

In order to support HMRC’s fight against abuse of the R&D schemes, new due diligence and filing processes will be required through a digital system.

The changes to be introduced to the R&D claims submission process include:

  1. claims be made digitally;
  2. the categories of qualifying expenditure incurred need to be disclosed, and brief details provided of the R&D activities;
  3. claims need to be endorsed by a named senior company officer;
  4. the company must inform HMRC in advance of its intention to make a claim within six months of the end of the period to which the claim relates, unless the company has claimed in one of the preceding three accounting periods; and
  5. the details of any agent who has advised the company in making the claim needs to be provided.

The most significant change is point 4. The effect of this is that new claimants will now only have a six month window in order to identify that they will make a claim, as opposed to the current two year window of opportunity.

What can your Business do to Help Maintain their R&D Tax Relief Benefits?

On the back of the above proposed changes, businesses that maintain all, or part, of their R&D activities overseas will need to re-evaluate their potential R&D claims. If your business falls into this category, you will need to consider the practical, commercial, and cost implications of maintaining your current structure versus onshoring to the UK. 

We have identified the pros and cons of each scenario below.

Scenario 1: Keeping your R&D Activities Overseas

Benefits of keeping your R&D activities abroad:

  • commercial needs,
  • expertise,
  • most cost-effective option,
  • changing something that is not broken. You have the right people, infrastructure and processes in place so why change it?

With the introduction of the new rules, the obvious loss is that qualifying overseas expenditure will be disqualified from 1 April 2023.

However, the impact of this depends on the type of business you are. For example, if you have an R&D intensive business with the majority of costs arising from overseas activities, you should expect to see a substantial reduction in your R&D tax relief claims as opposed to one that is not R&D intensive.  

Scenario 2: Relocating your R&D Activities to the UK

As discussed above, the notable advantages and sacrifices of keeping your R&D activities overseas are in turn, for the short-term anyway, the opposite if you were to relocate the activities to the UK. This will of course depend on each business.

The main benefit of relocating your R&D activities to the UK is inevitably that it will qualify for R&D relief.

However, the change will effectively be like starting new again. The downsides are; the potential difficulty in finding new suppliers and skilled workers, keeping within the budget, costs of relocating/restructuring, training, legal and tax considerations for both company and any employees relocating, etc.

Again, this largely depends on the business as, for some, this may simply be a matter of finding new suppliers within the UK.

Get in Touch

If you would like to discuss the UK R&D tax relief changes featured in the July 2022 draft legislation, or if you would like professional advice regarding strategies to help maintain UK R&D tax relief benefits, please get in touch with Paul Webb in the Dixcart office in the UK or email: advice.uk@dixcart.com

Malta

Setting up a Company in the EU – Malta Funding Solutions

Posted on | by Charlotte McGonigle

If you are in the process of setting up a company in the EU and require funding solutions – Malta can assist.

The Maltese Government has launched an attractive loan scheme to support the manufacturing and service industries, investing in projects that will help them further expand their business.  

  • The measures are designed to support companies which plan to; establish innovative products, enter unexplored geographic markets, address environmental concerns, or aim to digitalise various business processes. Projects can be funded through a variety of loan offerings, up to a total of €800,000.

Companies which are based in Malta have access to national and EU funding.

Dixcart Malta can help with the application to the Malta Enterprise, the Government agency which offers support measures to Maltese companies at different stages of their lifecycle. There are attractive funding options that are available for companies in the following sectors; Hi-Tech Sector, Artificial Intelligence, Advanced Manufacturing, Life Sciences Sector, Education and Training, Digital Innovation and Data Science.

Eligibility Requirements

Companies registered as a limited liability company with the Malta Business Registry and engaged in the business of producing goods or services in Malta are eligible for funding.

Businesses must also:

  • have no tax liabilities relating to; VAT, income tax, or contribution payments;
  • not be engaged in activities expressly excluded under the de minimis regulation;
  • have at least one full-time employee registered on Job Plus and residing in Malta;
  • not be subject to collective insolvency proceedings.

Activities

Common examples of activities that may be supported through a soft or start-up loan include:

a) facilitate a development or expansion project, based on a business plan that is focused on developing a new product or entering a new geographic market;

b) address environmental issues such as water usage, water treatment, waste treatment, reduction and reuse;

c) optimise business processes through digitalisation and advanced technologies;

d) achieve a high level of sustainability.

Amount of Contribution

The loan may cover up to 75% of the costs associated with the proposed project, including asset purchases, salary costs, know-how, and other non-recurring costs.

The loan must be secured by a unique mortgage covering at least 50% of the loan amount.

The Soft Loan amount must not exceed:

  • €1 million (or €500 thousand for road freight companies), to be repaid over a period of five years,
  • €500 thousand (or €250 thousand for road haulage companies), to be repaid over a period of ten years.

The Start-up Loan amount must not exceed:

  • €800,000 for innovative projects, provided that all parties in the company structure, including corporate entities, are a maximum of 4 years old.

Artificial Intelligence (AI) Strategy and New Niches

The Maltese strategy and vision for AI aims to map the path for Malta to gain a strategic competitive advantage in the global economy as a leader in the AI field. Malta is becoming a home for technologies that will be shaping the future, such as: 

  1. Distributed Leger Technology (DLT), including blockchain; 
  2. MedTech, including bioinformatics and medical imaging;
  3. Artificial Intelligence, mainly with a focus on machine learning, natural language processing and speech;
  4. Internet of Things and 5G;
  5. Biometrics; 
  6. Virtual Reality and Augmented Reality. 

Malta as a Technology “Test Bed”

Malta is an ideal micro test bed enabling service providers to prove and develop their concepts and create solutions. Malta incentivises companies to introduce innovative technologies and to help build a new infrastructure for the future. The Government of Malta continues to invest in bringing the latest technologies to Malta and aspires to ensure continuous connectivity.

Malta – The Tech Hub in the Mediterranean 

Malta Enterprise is the Maltese Government economic development agency, responsible for attracting Foreign Direct Investment, whilst also assisting businesses to set-up, grow and continue to expand their operation.

This is achieved through various fiscal and financial incentives that are managed and administered by the agency. It is also worth noting that 25% of Malta’s population are expats living and working in Malta, demonstrating that it is very much an Island open to diversity and innovation.

Case Study

An entrepreneur based in Portugal contacted Dixcart to help with an application for the Malta Start-up Support Measure.

After a quick preliminary meeting with Malta Enterprise, it was identified that the product met the eligibility requirements for the Start-up Support programme and would qualify for the €800,000 loan, allocated to projects that are deemed innovative.

Dixcart started to work concertedly, for the next couple of months with the client, to prepare the business plan, the financial projections, and to then assist with the pitch to the Malta Enterprise Board.

A couple of weeks following the pitch, Malta Enterprise informed Dixcart and the client that the project had been successfully approved. Dixcart then helped the client establish the Maltese company, find suitable office space, and recruit staff.

Dixcart will also help the client apply for Research and Development (R&D) Grants, for any expenses that are not covered by the Start-up Loan. We will also provide ongoing management and support, including accounting and secretarial services, and comprehensive reporting and compliance services. 

Additional Information

If you require any further information regarding setting up a company in Malta and our “one-stop shop” corporate services, including support with an application for funding in Malta, please speak to Jonathan Vassallo at the Dixcart office in Malta: advice.malta@dixcart.com.

Swiss Accounting Regulations and Auditing Requirements

Posted on | by Charlotte McGonigle

A number of clients and contacts ask for general details regarding Swiss accounting and audit requirements, and we have therefore provided the following summary.

All Swiss companies have to register with the Swiss Commercial Registry and have their accounting undertaken by a Swiss accountant or by a Swiss Certified Public Accountant.

Swiss Accounting Regulations and Chart of Accounts

A chart of accounts is a list of financial accounts set up, usually by an accountant, for an organisation, and available for use by the bookkeeper for recording transactions in the organisation’s general ledger.

There is no official chart of accounts in Switzerland. Certain industries nonetheless are governed by Swiss accounting regulations and Swiss GAAP.

Companies can refer to principles defined by:

  • Swiss Law
  • The Swiss Audit Manual
  • IAS
  • US-GAAP Standards

Company Obligations

The Board of Directors of a Swiss company is required to produce an annual report for each financial year, within six months of the end of the relevant financial year.

Every company has to keep physical or digital records of all its business transactions for a period of ten years.

Annual Reports

The annual report consists of the Swiss company’s financial statements in the form of, the balance sheet, profit and loss account, the corresponding notes, and a management report.

The annual report includes the turnover for the preceding financial year and must follow the Swiss accounting principles (see below).

The annual report, together with the corporate tax return, must be filed with the relevant cantonal tax authority by 30 November of the calendar year (at the latest), following the end of the financial year.

Publishing Results

In Switzerland, publication requirements are very limited. Only individual and consolidated financial statements of listed companies must be published.

Swiss Audit Requirements

The organisation’s size and economic importance of the Swiss company determine whether a company is subject to an ordinary or limited audit. Under certain conditions, smaller companies are not audited.

1. Ordinary Audit

This is required, if for two consecutive fiscal years, two of the threshold values, detailed below, are exceeded.

  1. Balance sheet of CHF 20 million or more,
  2. Turnover of CHF 40 million or more,
  3. 250 or more full-time employees.

A company must also undergo an ordinary audit; if it has an obligation to consolidate, or if a group of shareholders holding at least 10% of the company’s shares request such an audit to be performed.

An ordinary audit may be specified in the company’s articles of incorporation or voted on a general meeting.

2. Limited Audit

Most Swiss SMEs do not meet the above criteria and are therefore subject to a limited audit.

This requires a summary report to be sent to the members of the general meeting. The process includes an interview with the management, verification of details and an analytical audit.

3. No Audit

If the company employs less than 10 full-time employees and all of the shareholders unanimously consent, it is not necessary to carry out an audit (opting-out).

Swiss Holding Company: Consolidating Financial Statements

Every Swiss holding company must establish consolidated accounts according to the Swiss Code of Obligations.

Consolidation means aggregating annual reports from the different companies which make up the group to obtain a single annual report describing the situation of the group.

In terms of Swiss accounting law, two or more companies form a group, if they meet the following two conditions:

  1. If 50% of the company are held by the Group, holding company of the Group, or by another company within the Group.
  2. If they have similar objectives and purpose.

Small groups are exempt from consolidating their accounts and are so defined if they meet two of the three following criteria:

  • A total balance sheet less than CHF10 million,
  • Fewer than 200 employees,
  • A turnover of less than CHF20 million.

The company must also conform to the conditions detailed below:

  • The company must not have shares quoted on the stock market.
  • No shareholder, owning more than 10% of the capital has demanded consolidation.

Swiss Accounting Principles

  • Swiss Financial Reporting Principles

Financial reporting serves the purpose of presenting the economic situation of a company in such a way to enable third parties to make a reliable judgement.

Financial reporting is based on the assumption that the company will remain an “going concern” for the foreseeable future and is not in danger of insolvency.

  • Currency and Languages

Accounting in Switzerland is carried out in Swiss francs (CHF) or in any other currency required for business operations. If a foreign currency is used, values must also be shown in Swiss francs.

The foreign exchange rates used are those as published by the Swiss Federal Tax Administrator and must be disclosed in the notes.

Swiss accounting has to be undertaken in one of the official Swiss languages or in English. It may be carried out in writing, electronically, or in a comparable manner.

  • Swiss Accounting Principles

The Dixcart office in Switzerland can provide you with comprehensive details regarding Swiss Accounting Principles. If you would like further information, please contact: advice.switzerland@dixcart.com

Additional Information

Please do not hesitate to contact our office in Switzerland, if you have any further questions or would like a cost estimate for the services that we can provide: advice.switzerland@dixcart.com