Madeira is a Portuguese archipelago in the Atlantic Ocean, situated 625 miles (1,000 km) from Mainland Portugal and 545 miles (900 km) from North Africa. It consists of four islands: Madeira, Porto Santo, Desertas and Selvagens. Madeira and Porto Santo are the only inhabited islands, while the Desertas and Selvagens islands are uninhabited natural reserves that have been declared World Heritage Sites by UNESCO.
Madeira Island is the biggest and most important island of the archipelago with an area of 741 km2. Due to its subtropical climate and landscapes, it is known worldwide as an all year round tourist destination. Although it is an integral part of Portugal and subsequently of the European Union, where all laws applicable on the mainland also apply, Madeira is an autonomous region with its own government and parliament.
The population numbers approximately 245,000 inhabitants and its capital is the city of Funchal. Madeira’s International Airport serves several daily flights to Lisbon and other major cities. The official currency is the EURO and it is a civil law jurisdiction. A considerable part of the younger population is fluent in English.
Madeira’s economy is based on tourism, wine production and the International Business Centre of Madeira (IBCM). Created at the beginning of the eighties, the IBCM has proved to be a success and currently represents around 21% of the Regional Gross Domestic Product.
The highly advantageous tax regime, in addition to competitive operating costs, makes Madeira an attractive centre for international investment.
Madeira, for being an outermost region of the European Union and benefiting from the state aid regime foreseen in the EU treaties, was entitled to implement a development program to attract investment and economic activity. This program commonly known as the Madeira Free Trade Zone or International Business Centre of Madeira (IBCM), initially created in 1980, was duly approved by the European Commission and subsequently over time reapproved in five different occasions, last of which in 2007 (State Aid N 421/2006).
Interested investors may take advantage of the several benefits of the three main sectors of activity of the IBCM:
1. The Industrial Free Trade Zone
All industrial activities such as manufacturing, production, assembling and warehousing should take place in an industrial park located in Caniçal, which is located 8 Km away from the island’s international airport and next to the main commercial port. These activities enjoy attractive tax and customs duties regimes.
2. International Services
This is the main sector of the IBCM, allowing all type of international service activities such as international trading, management and consulting services, e-business, telecommunications, ownership of intellectual property, real estate investments or holding of participations.
3. International Shipping Registry of Madeira (MAR)
An International Shipping Registry – MAR – Portugal’s second register, was also created within the IBCM. MAR accepts the registration of all types of commercial vessels, including oil rig platforms, as well as commercial and pleasure yachts.
Seychelles Islands are situated in the Indian Ocean, northeast of Madagascar. They are comprised by around 115 islands. The capital of the islands is Victoria. Seychelles have a population of approximately 87,500 and are comprised by a mixture of French, African, Indian, Chinese, and Arab.
The law under which business takes place is based on the same principals to the UK legal system, to the French Civil Law and to Customary Law. The islands have gained their independence form the UK in 1976. The Seychelles islands are a tax heaven offshore jurisdiction, nowadays, the term known as International Business Companies with a 0% corporate tax.
The Seychelles, officially Republic of Seychelles, is a member of the British Commonwealth having a presidential-parliamentary democracy. The islands have been enjoying long-term political peace and stability. The law that is being followed is the one of the UK common law, the French civil law and the customary law.
The currency used in Seychelles Rupee and the official and business language is English, French and Seychellois Creole are widely spoken. Seychelles is under a matriarchal status.
Seychelles is a tax heaven jurisdiction having 0% corporate tax. All dividends paid by the offshore company are being tax exempt as well as dividends received, income tax, and capital gain tax.
Holding of assets and investments / Trading and Commercial transactions
Asset protection vehicles / consultancy and personal service companies
Offshore companies are mainly used as “wallet”, meaning personal investment funds. Within a tax structure, it will be the final stage of the asset ownership and in this way it will be used to finance the rest of the projects and business activities of the group.
It is commonly used for international trade but its use is more and more restricted these days as most of the countries worldwide do not recognize the invoices issued by offshore companies as expense or they change withholding tax upon their payment. So in the context of international tax planning it is important to use the offshore company as a trade agent with companies in jurisdictions that recognize offshore invoices such as Cyprus and UK.
Form of Memorandum of Association
The Articles of Association shall state:
1. the company’s trade name, seat, and head-office address;
2. the purposes and the time period for which the company is being set up;
3. the name or, respectively, the trade name, the seat and standard identification code, as well as the address of each partner;
4. the amount of the capital. ( the minimum is 1 euro )
5. the interests of the partners;
6. the management and manner of representation;
7. the privileges of the partners, where agreed upon;
8. other rights and obligations of the partners.
Trade Name
Capital and Shares
Liability of Founders
Registration
1. to file the Articles of Association;
2. to have an appointed manager or managers;
3. payment up of the minimum amount of capital prescribed by the Act.
Admitting a New Partner
Transfer of Shares
Liability upon Transfer
Types of Organs
1. the general meeting;
2. the manager (managers).
General Meeting of Partners
Powers of the General Meeting
1. amend the Articles of Association;
2. admit and expel partners, give consent on the transfer of an interest to a new partner;
3. approve the annual report and balance sheet, distribute the profits and resolve on their payment;
4. resolve on the increase or decrease of the registered capital;
5. appoint a manager, fix his remuneration and relieve him of liability;
6. resolve on setting up or closing down branches and participation in other companies;
7. resolve on the acquisition or alienation of real property and real rights therein;
8. resolve on bringing a company action against the manager or comptroller and appoint an attorney to proceed with the suits against them;
9. resolve on additional monetary contributions.
Convening a General Meeting
Notice of General Meeting
Registration of Resolutions
Double tax treaties in force
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