Panama is a very attractive place for business for many reasons. It is an ideal location for business owners looking for corporate, financial or personal privacy. Panama is well known for its international companies and appealing tax regime. The government of Panama is keen to encourage and support foreign investment — there are no restrictions on foreign capital. Also, Panama has the fastest-growing economy in Central America.
There are many advantages to doing business in Panama. To begin with, Panama is an independent jurisdiction with high levels of privacy protection. By basing your company in Panama, you will be exempt from all local taxes on income received from outside Panama. Furthermore, Panama has a well-developed professional infrastructure and financial services industry. It should be emphasised that Panama also has an excellent telecommunications system, and if your business is located in this fabulous country you will have easy air access to North and South America. All these factors have contributed to the increased presence of international companies in recent years. There are special legal structures for companies in Panama, described below.
The corporation limited by shares (sociedad anónima) is the most popular company type in Panama and the most common choice for offshore operations. Only one shareholder is required to set up a company, but at least three directors must be appointed before the company can engage in business. One great advantage of the corporation limited by shares is that there are no paying-up rules and no minimum capital requirements. Shares in a sociedad anónima can be bearer or registered, with or without value, and can be of various classes. In terms of bearer shares, there are strict regulations: registered agents are obliged to place the bearer share certificate in authorised safe custody. After capital tax ($60 minimum) and an annual registration fee ($300) have been paid, the Public Registry Office registers the corporation. All industrial and commercial businesses should have a “notice of operations”, which costs 2% of the company’s net worth.
A limited liability company (sociedad de responsabilidad limitada) should have at least two and no more than twenty partners. There are no restrictions concerning the nationality of the partners, but their names, surnames and personal details must be registered with the Public Registry Office, as well as the amount of capital paid into the company by each partner. The following information should be specified in the partnership agreement: the names and addresses of the partners, the duration of the company, its address, the general purpose of the company, its authorised capital and its designated resident agent (a law firm or lawyer). If the number of partners is less than five, the company is not obliged to hold meetings, but generally partners should have a meeting at least once per year. Capital of $2,000–$500,000 is required for this particular legal structure. There are no special requirements for the filing of accounts or annual reports.
A general partnership (sociedad en nombre colectivo) is another option in Panama. Partners in a sociedad en nombre colectivo have unlimited liability, which means that every partner can be held liable, and can be sued, if another partner engages in fraudulent or negligent action while conducting business on behalf of the general partnership. Of course, all partners are jointly liable for business debts. General partnerships are not required to pay tax on income received from outside Panama (even if this income is deposited in the country). Furthermore, they should not pay any local taxes on capital, although they will be subject to local taxes if they operate a business or own real estate in Panama.
The ordinary limited partnership (sociedad en comandita simple) is in basic terms a hybrid between a partnership and a corporation. This particular legal structure requires at least one partner. It is also called a simple partnership, and partners are liable up to a percentage equivalent to what they put in or invested in the company. The main advantage of this type of company is that income earned outside Panama is not taxed. The sociedad en comandita simple is rarely used nowadays.
Trusts in Panama should be established by written agreement. The trustee, beneficiary and settlor should be citizens or residents of Panama. There is no minimum capital required for trusts. A trust must pay taxes in Panama if it receives income in the country.
There are many aspects to consider when comparing different countries where you can set up your business. Although it highly depends on the company structure and business activities, each country has its own procedures and requirements that can facilitate or, on the contrary, complicate the operation of your company. These aspects can be related to the tax policy, hiring of employees and even the political stability of the country. Equally important is the process of incorporation of the company. Each country has its own process, timeline and requirements to follow when starting a business and often these processes indicate the level of bureaucracy and business environment in that jurisdiction.
Various jurisdictions offer the opportunity to go through the company formation process online, which means it takes less time and effort and the entrepreneur is able to set up his or her business from anywhere in the world without leaving their home or office . This is beneficial for the entrepreneur as the incorporation process usually takes less time and the company can start operating sooner. It also points out that the jurisdiction has advanced information systems and other government services are most likely available online as well.
South Africa South Africa is one of the jurisdictions where you can register your company online in a few simple steps:
Select your preferred type of company and fill out the relevant application form online. You will then receive a confirmation email with a payment reference number. The first available company name will be reserved with the Companies Commission and the application for incorporation with the reserved name and other documents will be filed for registration. You will receive a company registration certificate COR14.3 with company tax number by email. You will also receive an email with links to download your company registration documents. With your COR14.3 company registration certificate, you can open a commercial bank account and also apply for a tax clearance certificate and/or an affidavit.
Australia Australia also offers to register your company online. This is currently a beta service and is still under development, but it is already possible to integrate your business online. The online business registration service is currently available for new businesses starting as a joint venture, sole proprietorship, trust, company or partnership who can apply for a company name, ABN (Australian Business Number) and business and tax registrations. Pension funds can also use this online service in the future. This service is also available to existing companies with an ABN and can apply for tax registration or an AUSkey login. The Australian online business registration service is organized in three simple steps:
Complete an online application and select an available company name. The company name search engine is available online for free. Complete a registration fee and file the application for incorporation with ASIC (Australian Securities and Investments Commission) and you will receive an email confirming your filing. You will receive an ACN and ASIC certificate by email within 2 minutes along with the company register and tax receipt. If you have also requested an ABN, you will receive this via email within 1 hour during business hours. If domain names have been ordered, they will be registered immediately. With these documents you can open a bank account. Other jurisdictions offer company formation online. For example, if your company is limited to shares and has standard articles of incorporation, it can be registered in the UK in 24 hours for £12 (compared to 8-10 days and £40 if applying by post).
Given that within the European Union there are no withholding taxes on IP royalties between member states, we can suggest a number of countries where royalties are particularly advantageous.
CYPRUS The intellectual property royalties tax regime in Cyprus has changed as a result of the recommendations of the Organization for Economic Co-operation and Development (OECD) Action Report 5 and the Ecofin Council conclusions published on 8 December 2015. Legislation has been changed to limit the companies that can benefit from research and development (R&D) exemptions, but the tax rate in Cyprus is still one of the most favorable in the EU for foreign companies using Cyprus intellectual property want to license -resident companies (intermediaries), where this right is then sub-licensed to the end user. Overall, the effective tax on IP royalty income should be less than 2.5%.
IRELAND In 2015 Ireland introduced an effective corporation tax rate of 6.25% on intellectual property income based on an allowance for research and development costs borne by the company. By linking the two components in this way, Irish law encourages companies to conduct R&D directly within the EU - leading to the creation of intellectual property - while discouraging them from acquiring licenses without directly committing to R&D.
BELGIUM Belgium has introduced a tax system that favors those with income from acquired copyrights. This tax regime can have many different applications and can be used to protect artworks as well as a useful tax break for IT developers. Income from IP rights royalties is taxed at 15%. This income is not taken into account when calculating social security contributions. In addition, these taxes are reduced by 50% for imports due to the application of standard import costs. The first €15,000 that a copyright owner earns in a year is therefore taxed at 7.5%, and the next €15,000 at 11.25%. This tax system applies to people with a total annual income of up to 56,450 euros.
LUXEMBOURG In general, corporate tax in Luxembourg is 29.22%, but for IP licensing income it can be as low as 5.8%. This is due to an 80% corporate income tax exemption. Interestingly, this exemption also applies to companies that have registered a patent for use in connection with their own business, which then calculate a notional net income as if they had received the licensing income.
ITALY Italy is a larger market compared to the other countries discussed and can be a very attractive place for a company to invest in R&D since 2015 companies have been able to deduct intellectual property income from their taxable income base. The tax deduction was set at 30% in 2015, 40% in 2016 and 50% from 2017. Businesses will therefore enjoy a significant tax rebate by reducing their taxable income.
THE NETHERLANDS Since 2010, IP income has been taxed at only 5% in the Netherlands. Except for patents, there is no income limit. Patent holders can actually have access to this tax regime if their share of the expected revenue is between 30% and 70%, taking into account the total combined revenue from patents and other sources. These rates also apply to foreign companies owning intangible assets or companies that have received research and development accreditation from the Dutch Ministry of Economic Affairs if they are owners of software IP or trade secrets. The only other caveat to this favorable tax regime is that it doesn't apply to marketing and branding-related assets.
Today banking has the biggest share of the Luxembourg economy estimating by net worth and turnover. Back in year 2017 according to the data of the Global Financial Centres Index, Luxembourg was ranked as having the 18th most competitive financial center in the world, in the same time getting the third place of competition level amongst banks in European Union. Luxembourg has a narrow specialization in the trans-border finance administration industry. Due to the fact that Luxembourg's internal market is quite small, the country's financial centre is mostly internationally-oriented.
Today there are in total 144 banks on the territory of Luxembourg. Over 120 of them are actually branches and subsidiaries of international banks. Luxembourg's financial sector is currently one of the biggest contributors to the internal economy. The overall net worth of assets of Luxembourg banks are roughly estimated at nearly €760 billion. Luxembourg is also second largest global investment center following after the U.S.A.
Below you can find an overview of the top 6 biggest commercial banks in Luxembourg.
Deutsche Bank Luxembourg S.A. Total volume of assets in year 2015: ~ €80,023,000,000
Annual total profit in year 2015: ~ €289,000,000
One of the biggest German banks - Deutsche Bank has successfully established a subsidiary bank on the territory of Luxembourg back in year 1970. Back in the days it was one of the first foreign subsidiary banks in the post-World War II period. Deutsche Bank Luxembourg was one of the original financial institutions which were incorporated in the state. Today Deutsche Bank Luxembourg S.A. provides wealth management services to wealthy private individuals and clients, issues international loans as well as provides agency services, corporate and investment related banking services, and retail investment services.
CACEIS Bank Luxembourg Total volume of assets in year 2015: ~ €46,082,000,000
Annual total profit in year 2015: ~ €84,000,000
CACEIS originates from France. It specializes in fund management. CACEIS is a part of Credit Agricole Group - a French banking cooperative comprised of 39 smaller local banks. The bank was established in year 2003 and today one of the biggest financial institutions in the country. CACEIS provides wide range of services, including different kinds of deposits and custody related services, wealth management, transfer agency, as well as institutional and corporate banking services.
Banque et Caisse d'Epargne de l'Etat (BCEE) Total volume of assets in year 2015: ~ €42,797,000,000
Annual total profit in year 2015: ~ €230,000,000
The Banque et Caisse d'Épargne de l'État (also known as BCEE) currently is the biggest domestic financial institution in Luxembourg. Better known as Spuerkeess in local language, it was established in year 1856 and since then is fully owned by the state of Luxembourg. The bank provides wide range of commercial and corporate banking services, including fund management, project investment, and narrow specialized private banking. Bank's long term credit rating according to Moody's is Aa2, which is a high grade.
Société Générale Bank & Trust Total volume of assets in year 2015: ~ €36,399,000,000
Annual total profit in year 2015: ~ €406,000,000
Societe Generale Bank & Trust is one of the oldest international financial institutions based in Luxembourg. It was originally established as a branch bank of Société Générale Alsacienne de Banque (also known as OGENAL). In the past well known as Luxbanque Société Luxembourgeoise de Banque S.A., the bank had changed its name to Société Générale Bank & Trust S.A. back in year 1995. Societe Generale Bank & Trust currently provides a great variety of banking services and products, including wealth management, securities trading and fund management, provision of corporate financing services both in Europe and globally.
BGL BNP Paribas Total volume of assets in year 2015: ~ €32,969,000,000
Annual total profit in year 2015: ~ €152,000,000
Banque Générale du Luxembourg (also known as BGL) was incorporated back in year 1919 as a local bank. In year 2009, BGL became a part of the international BNP Paribas Group. Today Banque Générale du Luxembourg offers banking products mostly in retail banking, individual wealth management, as well as corporate and institutional investment banking and fund management. BGL BNP Paribas' long term credit rating according to Moody's is A1, which is upper medium grade.
UniCredit Luxembourg S.A. Total volume of assets in year 2015: ~ €19,728,000,000
Annual total profit in year 2015: ~ €64,000,000
UniCredit Bank historically was one of the first international financial institutions to operate on the territory Luxembourg. The bank is a part of UniCredit Group, which was established by a merger of several banks from Italy, Germany, and Austria, in addition to acquisitions in Central and Eastern Europe. Currently UniCredit Group runs several branches and subsidiaries in almost 50 countries of the world. The bank provides wealth management and corporate banking services and had been granted a long-term credit rating of A3, upper medium grade, according to Moody's.
To form a company, two basic founding documents are necessary:
Memorandum of association It contains the fundamental conditions upon which the company is allowed to operate. The document consists of information like firm of the company, data on the founders, information about the equity capital of the company, admissible amount of the foundation expenses and their payment order, etc.; Articles of association It generally defines the responsibilities of the board, the type of business to be executed, and means by which the owners exert control over the board of directors. Upon consent of the founders the Articles of association may include specific provisions regarding decision making, restrictions of the board, competence of the council, other specific conditions regarding the process of shares transfer. Other secondary documents may be demanded. These are as follows:
An application of the local commercial registry – every state has its own form that must be submitted for any changes to take place; Declaration of each board member / Consent of board member; List of shareholders / A division of the register of shareholders (for limited liability company); Declaration of company address / Announcement of an office address; Bank notice on the payment of the equity capital; Receipt for payment of the state fee;
The Republic of Cyprus or simply Cyprus is an island country in the eastern Mediterranean Sea and the third largest and most populous island in the Mediterranean Sea. Cyprus is north of Egypt, south of Turkey, west of Lebanon and Syria, north-west of Israel and finally – south-east of Greece.
As Cyprus is a former British colony, around 80% of the population is relatively fluent in English. Similarly, the legal system is also developed on the basis of the common law practiced in England. Cyprus is a free market economy which offers various opportunities including efficient tax planning for international companies. With top-notch accounting and legal services and an excellent geographic location, Cyprus is a great place to do business. The country is considered a leader among tax planning jurisdictions, so incorporating a company in Cyprus is an ideal way to protect your business. During the past decade, Cyprus' role in international tax planning has grown dramatically. As an EU member state, Cyprus has earned a reputation as a legitimate and reliable jurisdiction with over 40 double taxation treaties and some of the lowest taxes in the EU.
Advantages of acquiring a Cyprus shelf company Once you have decided that Cyprus is the right jurisdiction for your company, you can either incorporate a new company or purchase a ready-made company. Ready companies are legal entities that were formed some time ago and have been “sitting on the shelf” ever since for investors to buy and run that business. Based on this comparison, ready-made companies are also referred to as shelf companies. Buying a shelf company has several advantages.
The main goal of a shelf company is to provide the investor with a company with a clean history, as older companies are often perceived as more trustworthy, reputable and reliable than newly formed companies. Acquiring a shelf company is also faster compared to the process of forming a new company. This turns out to be a great advantage for many entrepreneurs who need to start trading as soon as possible.
Acquisition of a Cyprus shelf company Buying a shelf company in Cyprus is usually a simple and quick process. Companies specializing in the sale of shelf companies offer full service. This means that along with the company itself, they can also provide a full set of corporate documents, company secretary, registered office, nominee shareholders and directors, company bank account with internet bank and debit cards, VAT number and even support for the first year of operation possibly.
Usually the process of a shelf company acquisition is completely organized by the service provider and it only takes 24 hours before you can start trading. The process of buying a ready-made company can differ between different service providers, but usually 4 steps are required to buy a ready-made company:
Step 1. You select a company from a list provided on your service provider's website;
Step 2. Your service provider will send you a bill that needs to be paid;
Step 3. Submit a signed Know Your Client form, a copy of your passport and a utility bill in your name;
Step 4. The service provider prepares your chosen company and all the required paperwork including: all the company incorporation documents, an open share transfer agreement in your name, a Deed of Trust prepared for you by the shareholders and nominee directors and some other informative ones Documents . All documents will be sent to your address on the same day. Since the company is already registered and has a VAT number, you can start trading the same day.
It is important for you to carefully consider which service provider is the most suitable for your needs as their offered service packages differ along with the prices and reliability. It is up to you to do a full due diligence for you to be able to trust your service provider. For example, while some service providers offer shelf companies with an already opened bank account, others offer an opportunity to open it only after the acquisition of the company, which will typically take several days.
Typically, shelf companies have a legal structure of a Private Limited Liability Company, which is also the most popular type of structure among newly incorporated companies. The popularity of this structure can be explained by the limited responsibility shareholders have in regards to the company’s debt and other liabilities. Also, the minimum capital is smaller in comparison to Public Limited Liability Companies – 5,000 EUR.
Offshore Shelf Company In case you are not planning to do business in Cyprus, you may benefit from even more beneficial tax structure. As an international entity you are allowed to conduct any legal business activity, make investments, trade portfolios of bonds and stocks as well as buy and sell real estate outside of Cyprus and not pay corporate tax at all.
Sie sind vermutlich noch nicht im Forum angemeldet - Klicken Sie hier um sich kostenlos anzumelden
20.07.2024 09:43