02 Oct 2018

Liberia is to be found on the west coast of Africa, bounded by Sierra Leone, Guinea and Ivory Coast. It has a population of about 3.5 million and the capital is Monrovia. The language is English and the currency the Liberian dollar. The U.S. dollar is also widely used.

The economy of Liberia has been largely destroyed by two civil wars. It is not a healthy place to live, life expectancy being about 37 years. Child mortality is high and there is a high risk of infection from tropical diseases.

Liberia Financial Services

Despite the drawbacks the Liberian offshore company has been in use for many years and is probably best known for its use in shipping operations, Liberia being a major flag of convenience. An offshore company must be at least 75% owned by non-residents and it must not engage in business in Liberia. It must be formed through a government owned international trust company and have a registered agent in Liberia. Other than this there is no requirement for any officer to be a Liberian resident and the all the records may be outside the country.

Company formation procedures for Liberia

Liberian corporations, LLC’s, are easily incorporated. The use of standard articles of incorporation and certificates of formation and other organisational documents facilitate the formation process so that a company can be incorporated in only one day.

Choosing a company name

Names may be in any language as long as Roman characters are used. When naming a corporation, any standard corporate suffix is acceptable (Inc., Ltd., Corp., etc.). Names may be reserved in advance of formation for up to six months for Corporations and three months for LLC’s.

Number of Directors

Liberian corporations must specify the initial number of directors. If there are three or more shareholders, there must be at least three directors. If there are less than three shareholders, then the number of directors must at least equal the number of sharehold- ers. For example, if there are two shareholders, there must be at least two directors.

Share Structure of the Corporation

Shares may be issued either in registered or bearer form, or some combination of both shares may be par or no par value. Par value shares may be denominated in any currency. A standard formation is 500 registered and/or bearer shares without par value or US$50,000 of par value stock.

Organizational Activity

If instructed at time of incorporation, we will take the following action at no additional cost:

• Elect client directors.
• Appoint client officers.
• Adopt by laws.

Number of shareholders Liberian LLC’s must specify one or more shareholders at formation

After formation, a person acquiring a LLC interest is admitted as a Member at the time provided in and upon compliance with the LLC Agreement or, if the LLC Agreement does not so provide, upon the consent of all shareholders and when the person’s admission is reflected in the records of the LLC.

Liberia Offshore Company Regulations

Type of Entity Exempt Type of Law Common Corporate Taxation Nil
Double Taxation Treaties Available No

Other

Annual Return Required NO Change of domicile permitted YES

02 Oct 2018

SAN MARINO, the oldest Republic of the world (founded in the 301 a.c.), enjoys independent sovereignty having its own independent institutions; San Marino has acquired international status through acknowledgment from other States and adhesion to international treaties and organizations.

TAX LAW:

• Corporation tax (IGR) The company income tax rate is 17% (proportional). The profits distributed to the owners/shareholders are not subject to additional taxation in San Marino (if the shareholders are resident abroad becomes necessary to evaluate the treaties between San Marino and the foreign country n the “double taxation”).
• Tax with holding at the source The San Marino companies act as withholding agent (on behalf of the Revenue Service) when they correspond payments to subjects nonresident (both companies and individuals), in money or nature, for carried out perfor- mances(consultancy of any kind). The withholding tax rate is 20%.
• Tax on commissions to agents / on advertising and data editingThe San Marino companies when paying out commissions to agents and/or representatives nonresident (both companies and individuals), are obliged to pay a tax rate of 6% when selling or promoting foreign merchandise or services (the rate is reduced to 3% when selling or promoting sammarinese merchandise or services).The San Marino companies when paying out remuneration to subjects nonresident (both companies and individuals) for advertising or data editing services are obliged to pay a tax at a rate of 3%.
• Import tax The tax on the imports of goods and services connected to the goods is called “monofase” and has a rate of 17%. As a different concept from the “VAT” , this tax only affects the goods and the services connected when those enter San Marino territory, not the “added value”. The rate of 17% is reduced for specific categories of goods and according to their future use (i.e. personal computers or furniture for the company offices are taxed at 1% if they are instrumental to the activity). This tax is refund- able when the goods are exported, even when they have undergone transformation. (i.e. a San Marino based company I buys a product at 100 euro, on this amount the company pays a tax of 17 euro. When the Company sells the product at, let’s say 100% above its original value, the final price of sale to customers will be 217 euro (while with the VAT system, that would be 240 euro, considering VAT at 20%).

START UP AND REGISTRATION OF A COMPANY:

The type of companies recognized by San Marino corporate law are:

The limited liability companies (S.R.L.) and the stock companies (S.P.A.).Anonymous companies (S.A.) have been abolished effective September 30th 2010.
Anyone can own shares (up to 100%) of a San Marino company no matter the nationality and /or the residency(with limitations for trading companies where 51% of the shares must be owned by a SM resident and specific sector where a preventative authorization must be released by the Adinistration – see below). In the majority of cases, the registration of a new company in San Marino is very simple and not subject to restrictions.

The main conditions are the following:

• The owners/shareholders must be clearly identified by producing a valid I.D. and of “suitable integrity” by producing a clear criminal record and a non bankruptcy certificate;
• The company business case must be lawful, feasible, determined and consistent with the business purpose;
• The minimum company stock is according to the law: € 25.500,00 for the limited liability companies (S.R.L.), € 77.000,00 for the stock companies;

The administrative tasks for the start up and registration are fairly simple and can be fulfilled in about 20/30 days (our Chartered Accountant firm can guide you through all the steps of the process).
The companies can be managed by a “sole director” or by a Board of directors (from 2 to 7 members).
The financial statements must be approved by the shareholders assembly within May 31st, every year .
The companies are required to present the following fiscal documents to the Revenue Service every year:
the income tax return (within June30th), and where necessary the declaration of “tax withholding at the source” (within June30th)
, the declaration of ” tax on commission to agents” (within June30th), the declaration of “tax on imports” (within June30th)

LIMITATIONS ON THE RELEASE OF A BUSINESS LICENCE :

For the following business categories the a.m. steps for the start up and the registration of a Company must be preceded by the authori- zation of the Administration (if there is a solid business plan behind the request, the authorization is normally granted):

1. the economic activities in the field of application of the 1997 Agreement between San Marino and the Italian Republic on the Mtual Regulation of the International Road haulage;
2. the economic activities of production and printing in the field of numismatics and philately;
3. the economic activities of construction in the field of building;
4. the economic activities of installation in the fields of pavements, coverings, plasterwork and house finishing;
5. the economic activities of installation and repair in the field of air conditioning, plumbing, distribution of water , gas and electric power;
6. the economic activities of construction in the field of road construction and repairs including the systems and nets below;
7. all the economic activities in the field of energy (excluded clean/renewable energies);
8. all the economic activities in the field of telecommunications;
9. the economic activities in the field of garbage management;
10. the economic activities in the field of real estate;
11. the economic activities in the field of rental and chartering of vehicles, boats and aircrafts;
12. the economic activities of commission agent;
13. all the economic activities related to beauty treatment and personal hygiene;
14. all the economic activities in the field of weapons, explosives and gun powder;
15. all the economic activities in the field of private security and investigations;
16. all the economic activities in the field of services related to debt collection;
17. all the economic activities in the field of metal scrap “.

For the activities in 3, 4, 5, 6, 10 and 13 the authorization is not necessary when:

a) the company is registered in the form of stock company (S.P.A.) or limited liability company, and
b) the totality of shares belong to a San Marino resident, and
c) the majority of members of the board of directors or the sole administrator is a san Marino resident.

Furthermore, for the economic activities in the financial field (banking, investments, insurance, financing, fiduciary activity) it is necessary, other than the authorization of the Administration, the acceptance by the Surveillance Authority of San Marino Central Bank.

SUMMARY OF SAN MARINO FISCAL ADVANTAGES:

The type of companies recognized by San Marino corporate law are:

1. The existence of only one company income tax . Companies are subject to an income tax rate of 17% (proportional).
2. Simple and friendly fiscal system.
3. The profits distributed to the shareholders are not subject to additional taxation.
4. All costs supported in managing the company and attaining the profit are tax-deductible
5. Amortization: totally tax-deductible from the first fiscal year.
6. The profit attained can be completely distributed (there is no legal reserve, except for banks and financial companies)
7. Financial lease contracts: possibility of deduction according to the duration of the contract (other than that, for properties the maximum amortization rate is 4%). Minimum duration of financial lease: 24 months for personal properties, 48 months for real estate.
8. Possibility to take forward a financial loss in the 3 successive fiscal years
9. No VAT system. The tax on the imports of goods and services connected to the goods is called “monofase” and has a rate of 17%. As a different concept from the “VAT” , this tax only affects the goods and the services connected when those enter San Marino territory, not the “added value”. The rate of 17% is reduced for specific categories of goods and according to their future use (i.e. personal computers or furniture for the company offices are taxed at 1% if they are instrumental to the activity). This tax is refundable when the goods are exported, even when they have undergone transformation.

02 Oct 2018

The Commonwealth of the Bahamas is an archipelago of approximately 700 islands and cays located in the Atlantic Ocean 80 kilo- meters east of the Peninsula of Florida and 35 minutes away from Miami by daily scheduled flights. Documented Bahamian history begins with the words “Baja Mar”, the name the Spanish bestowed meaning “shallow sea”. The islands are in fact mountain plateaus with Nassau as the capital situated in New Providence Island. The population of the island is approximately 340,000 the majority of which live on the Island of New Providence and Grand Bahamas Island.

The climate for foreign investment in the Bahamas is attractive. The Bahamas possesses an outstanding infrastructure for commercial and financial activities and offers a highly skilled workforce. The professional community of accountants, international bankers, investment specialists is large, diverse and English speaking.

The Bahamas is an independent country since 1973 and continues to remain an active member of the British Commonwealth of Na- tions. The Bahamas is a Parliamentary type democracy and can be considered politically very stable. The legal system is based on the English common law, complemented by Bahamian statutes. The Head of Government is an elected Prime Minister.

1. GENERAL ASPECTS

1.1 HIGHLIGHTS OF BAHAMAS IBC COMPANIES

The International Business Companies Ordinance, effective as of January 15th, 1990, authorizes the creation of International Busi- ness Companies (“IBC’s”) to conduct offshore business, with no taxation in the Bahamas, except for a small annual license fee. IBC’s have the power to engage in any lawful activities without the need for special or lengthy object clauses. An IBC is a compa- ny that does not carry on business with persons resident in The Bahamas nor have persons resident in the Bahamas as benefi- cial owners of any of its shares; nor own an interest in real property situated in The Bahamas; nor carry on banking or trust busi- ness; nor carry on business as an insurance or a reinsurance company; nor carry on the business of providing the registered office for companies.

Nevertheless, an IBC can make or maintain deposits with a person carrying on business within the Bahamas; have a local bank account; maintain offices; retain professional services; hold shares, debt obligations or other securities in an IBC; prepare and keep books and records, such as those of trading operations and hold directors’ and shareholders’ meetings.

1.2 CONFIDENTIALITY

The Bahamas has no double taxation treaties, which could obligate the disclosure of information for clients of other countries. There is a Mutual Legal Assistance Treaty with the United States of America that applies exclusively to information related to criminal activity.
We must keep detailed and updated information in respect of each client, including details of the beneficial owners of all companies.

1.3 MOVEMENT OF FUNDS

IBC’s may transfer funds into and out of the Bahamas without exchange control or restrictions. The currency in use is the Bahamian Dollar. The Bahamian Dollar is fixed to the US$ at par value. US dollars and Bahamian dollars are used interchangeably throughout the island chain.
In accordance with the terms of the International Monetary Fund Agreement, the Bahamas has no restrictions on current a ccount transactions. Additionally, there are no restrictions of the free repatriation of profits. The Central Bank administers Exchange control. The Bank, however, delegates to its authorized dealers the power to approve allocations of foreign exchange for certain payments.

2. CORPORATE REQUIREMENTS

2.1 NAME

IBC’s names must contain the words Corporation, Incorporated, Sociedad Anónima, Societé Anonyme, Limited, Gesellschaft mit beschrankter Haftung or their abbreviations. The words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, “Trust”, or any word conveying a similar meaning cannot be used.

Furthermore, any name identical to that of a company already in existence or suggesting the patronage of any member of the Royal Family, or the Government of the Bahamas or a department thereof, a statutory corporation, or board, or a local, or municipal authority, cannot be used. A company name can be approved within a few hours of the receipt of the request, and incorporation should be completed within two (2) to three (3) working days from the time the Articles and Memorandum of Association are submitted to the Registrar.

2.2 CAPITAL/SHARES

Capital can be denominated in any currency and shares can be issued other than for cash and with or without par value. Bearer shares are not permitted.

2.3 SUBSCRIBERS

Two persons or companies duly licensed must subscribe the Memorandum of Association and Articles of Association.

2.4 REGISTERED OFFICE / AGENT

IBC’s must have a Registered Office and a licensed Registered Agent in the Bahamas.

2.5 DIRECTORS / OFFICERS

Name and address of persons who are directors and officers must be noted on a Register of Directors and Officers. The Register of Directors and Officers, commencing from the date of the registration of the company shall be filed with the Registrar and shall be open to inspection by members of the public during official hours. The Director and Secretary of the c ompany must sign this document and the corporate seal must be affixed to it. We suggest appointing a minimum of two directors, who may be individuals or companies.

2.6 REGISTER OF MEMBERS

An updated copy of the register of shareholders must be kept at the Registered Office and must commence from the date of registration. A general meeting of members of are IBC’s shall be held at least one every year.

2.7 BOOKS, RECORDS, AND SEAL

Books, records, and minutes of an IBC may be kept at a place outside the Bahamas. A Company Seal is mandatory under the Act and an imprint of it must be kept at the Registered Office.