Canadian Corporations are the most suitable option for Non Residents and we recommend incorporation in the Providences of New Brunswick and British Columbia. The advantages of Canadian Corporation are the following:
- Highly prestigious Canadian legal entity
- No restrictions on the residency of directors
- Availability of one man corporation, when one individual is shareholder, director, president, secretary and treasurer of the corporation.
- No requirements of a minimum authorized capital
- No restrictions on issued capital
- No withholding tax on directors’ fees and salaries paid to non resident directors, officers and employees, when they work outside of Canada.
- All directors’ fees and salaries paid to non residents are deductible from the corporate taxable income.
Below we analyze the following issues relating to Canadian incorporations:
- Corporate issues
- Tax Issues
- Double Tax Treaty between Canada and Ukraine
- Costs
CORPORATE ISSUES
The Canadian corporations in New Brunswick and British Columbia are limited liability companies incorporated under Canada Business Corporations Act.
The main requirements for a Canadian corporation to be fully operational and substance is to have at least one President, Secretary and Treasurer and a minimum of one director and one shareholder. It must have registered office in Canada and submit each year the required tax return.
The proposed name of the Corporation should include a distinctive, descriptive, and legal elements. Available options for the legal element: Limited, Incorporated, Corporation, Limitee, Ltd., Inc., Corp., Ltee. Example McDonald Engineering Limited. Restricted words are ones that may be considered to be misleading and include for example “bank, “trust”, “insurance”, “trust”, “stock exchange”, etc.
A minimum of one shareholder is required. Residents of any country, individuals and legal entities may be shareholders of Canadian corporations.
The corporation can issue unlimited number of common shares without nominal or par value. Such structure gives great flexibility. Corporate directors may issue any number of shares for any consideration in the future. For example, corporate directors may issue $100,000 shares for the total amount of $100. Or they may decide to issue the same number of the shares for the total amount of $100,000.
Director must be an individual at least 19 years old, of sound mind (mentally competent), not in a status of bankrupt and not convicted of an offence involving fraud under the criminal code of any jurisdiction. A resident of any country may be appointed as Director. A minimum of one director is required. Officers must be individuals, who are residents of any country. Positions of president secretary and treasurer are mandatory for each corporation. One individual may be appointed as director, president, secretary and treasurer.
An annual general meeting is required and it could be in any place inside or outside of Canada.
Each Canadian corporation must have a registered office address in Canada.
The time schedule for the incorporation of Canadian Corporations in Providences of New Brunswick and British Columbia is 2 to 3 business days. Certification of corporate documents by the New Brunswick and British Columbia governments takes 5 to 7 business days.
TAX ISSUES
Combined corporate income tax rate including federal and provincial components is 25%. Each Canadian corporation is required to file its corporate income tax return annually. The return must be filed in 6 months from the corporate fiscal year end. Income tax is payable in 2 months from the corporate fiscal year end. Corporations with zero taxable income or losses are not required to pay income tax, but they must file the corporate income tax return in time.
DOUBLE TAX TREATY BETWEEN CANADA AND UKRAINE
The withholding tax is 5% if a shareholder is a legal entity with 20% of voting shares and 15% in all other cases.
Company Types
The main company types in the Republic of Ireland are: Private Limited Companies (single and multi-member) Unlimited Companies, Companies Limited by Guarantee (with/without share capital) and Public Limited Companies. Private Companies are by far the most popular company type.
Incorporation Time
A new company can be registered in one to five working days from date of application depending on workloads at the Companies Registration Office (C.R.O), subject to the name being acceptable. Ready Made Companies were abolished in 1999. However, pre-formed companies occasionally become available and can be purchased, generally, at a higher cost than forming a new company.
Name Approval
Prior name approval is not required by the Registrar, and he will only refuse a name if it is identical or almost identical to an existing name, implies State sponsorship or is generally thought to be offensive. Use of certain words such as “bank”, “insurance” and “group” require special permission. Companies wishing to make an objection to a new company name have six months within which to do so. Names may not be “reserved”, as in other jurisdictions.
While names can be checked on your behalf, an absolute guarantee cannot be given. The Registrar of Companies makes the final decision as to whether a name will be permitted and his/her decision is final.
Directors/Secretary
A minimum of two Directors are required for an Irish company (corporate directors are not allowed). One of the Directors may also act as Company Secretary. A corporate Secretary is permissible. The Directors can be any nationality and located anywhere.
However, one Director must be resident (i.e. at least 183 days per annum) in the European Economic Area (EEA). If a company has no EEA resident Directors, then it may enter into a Bond for €25,395. The Bond is arranged by obtaining an insurance policy. Alternatively if the Company can prove that it has a “real and continues link with one or more economic activities in the State” then it may be exempted from the requirement for a resident Director. The Revenue Commissioners decide if there is a “link”.
Shareholders
Only one shareholder is required to form an Irish Private Limited Company. Two shareholders are required for an Unlimited Company, while Public Limited Companies require seven. Companies Limited by Guarantee, Not having a share Capital needs a minimum of seven members.
Bearer shares are not permitted in Irish Private Companies. Shares may be held “In Trust”.
Authorized & Issued Share Capital
The Authorized share capital of a company is an arbitrary figure for the total number of shares that can be issued in a company. In order to avoid having to increase the authorized share capital at a later stage it is usually set at a very high figure such as €1,000,000.
The issued share capital is the shares which have actually been allotted and paid for by the shareholders. Unlike the rest of mainland Europe, there is no large minimum share capital requirement for the formation of an Irish company. Accordingly the minimum issued share capital could be as little as €0.01.
The growth and popularity of the Republic of the Marshall Islands Corporate Registry is a direct result of the Marshall Islands’ ability to aggressively and efficiently address the leading issues facing the corporate industry. With the intertwinement of governments and international organizations in corporate issues, it has become increasingly difficult for an offshore jurisdiction to retain the elements that make a corporate registry successful. The Marshall Islands, however, has met these challenges while maintaining its fundamental elements and is now the jurisdiction of choice for many professionals.
The Corporate Registry of the Republic of the Marshall Islands is recognized as one of the leading jurisdictions for initial public offerings on major stock exchanges. There are currently a significant and growing number of Marshall Islands companies publicly traded on leading international stock exchanges in London, New York and Singapore.
WHY THE MARSHALL ISLANDS?
The Marshall Islands maintains political stability, and has a democratically elected parliamentary system of government.
- Full member of the United Nations since 1991.
- One of the world’s leading maritime registries with an excellent reputation.
- One of the world’s most modern corporate laws.
- Virtually unsurpassed confidentiality.
- Bearer shares permitted. No custodian needed.
- Ease of maintenance. No annual filings required.
- All non-resident domestic entities are statutorily exempt from taxes.
- Corporate documents can be issued within 24 hours.
- Competitively priced and inexpensive to administer.
- Legalization of documents by Apostille within 24 hours.
- Redomiciliation from other jurisdictions.
- Marshall Islands companies are publicly traded on exchanges in London, New York and Singapore.
ADVANTAGES
- Zero Tax Jurisdiction
- Redomiciliation
- Low Costs
- Same Day Formation
- Confidentiality
- Apostilles Available
- Sual Language Dilings
UTILIZATION
- Asset Management
- Initial Public Offerings
- Tax Minimization
- Joint Ventures
- Vessel Ownership
- Real & Intellectual Property Holdings
non-resident domestic
marshall islands corporations at a glance
GENERAL
- Legal System: Common Law
- Taxes: None
- Language of Name: Roman characters, any language
- Language of Legislation and Documents: English, may be accompanied by certified translation in any language
- Shelf Companies Available: Yes
- Time to Incorporate: One working day
- Company Seal: Optional
- Name Restriction: Name that is identical or similar to existing company is not allowed
- Financial Statements: Not required
- Restrictions on Trading: Not permitted to engage in insurance, banking or trust related activities
- Corporate Documentation: Articles of Incorporation (original and two certified copies), Certificate of Incorporation and Proxy or Consent of Incorporator
CORPORATE REQUIREMENTS
- Shareholders: Minimum one; name disclosure not required
- Directors: Minimum one; corporate directors permitted; name disclosure not required
- Officers: Minimum one (Secretary required); corporate officers permitted; Name disclosure not required
- Types of Shares Allowed: Bearer and/or registered; no custodian required for bearer shares
- Capital: Shares with or without par value
OTHER REQUIREMENTS
- Registered Agent: Yes
- Nationality and/or Residence of Directors: Any
- Nationality and/or Residence of Officers: Any
- Location of Meetings: Anywhere in the world
MAINTENANCE
- Payment of the Annual Maintenance Fee
- No Tax Return or Income Declaration
- Audited Accounts Not Required
