MARRIOTTS LEGAL SERVICES LIMITED

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1 ANGUILLA Introduction: Anguilla, the most northerly of the Caribbean Leeward Islands, has a landmass of 90 sq km. The British established control of Anguilla in the late 1600's, prevailing in numerous skirmishes with other European powers throughout the colonial period, so that today Anguilla is a British Dependent Territory. Anguilla supports a population estimated at 9,000. Law and taxation: Anguilla is a common law jurisdiction, supplemented by local statutes enacted by the local House of Assembly. Now corporations are governed by either the Companies Ordinance 1994 or the IBC Ordinance Anguilla is a pure tax haven and has no direct taxation in the form of income tax, capital gains tax, gift tax or inheritance tax. Authorized and issued capital:. Usual authorized share capital is US$50,000 divided in to 50,000 shares of US$1. Minimum issued capital is one share Directors:. Minimum one director. Corporate directors are permitted. Details of directors are not on any public records but details must be kept at the registered office Shareholders:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. Bearer shares are allowed. Details of shareholders are not on any public records but details must be kept at the registered office 17

2 Registered Office and Agent: A registered office and a registered agent in Anguilla is required, provided by licensed provider. Annual Reporting:. No requirement to file annual returns or financial statements. No requirement to hold annual meetings of shareholders and to prepare annual return and audit Incorporation Procedures:. On line company formation is available to approved sub-agents. Alternatively, filing a basic two-page form (i.e. Form 8, The Articles of Incorporation) is the only requirement. Incorporation completed by 24 hours 18

3 BAHAMAS Introduction: The Bahamas extends in a 1,225 km arc from 78 km east of Palm Beach, Florida, to just north of Haiti. The Bahamas consists of an archipelago of nearly 700 islands and 2,000 cays. The population of the Bahamas is approximately 340,000. Law and taxation: The corporate law is governed by the International Business Companies (IBC) Act. The IBC Act now requires the filing of Register of Directors and Officers at the Companies Registry on public record. The Bahamas is a pure tax haven and has no direct taxation in the form of income tax, capital gains tax, gift tax or inheritance tax with the exception of the annual government license fee which is US$ for companies with authorized capital of US$50, Authorized and issued capital:. Usual authorized share capital is US$50,000; divided into 50,000 shares of US$1. Minimum issued capital is either two shares of no par value or two shares of par value Directors:. Minimum one director. Corporate directors are permitted. A copy of the Register of Directors and Officers must be filed with the Bahamas Registrar and the original be kept at the registered office in Bahamas Shareholders:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. Bearer shares are not allowed.. Details of the beneficial owner must be disclosed to the registered agent, but not on public records 19

4 Registered Office and Agent:. Must have a Registered Agent and a Registered Office in Bahamas, provided by a licensed service provider Annual Reporting:. No requirements to file annual returns or audited accounts. An Annual General Meeting of the shareholders must be held each year. It is not necessary to hold this in Bahamas or file details thereof with any authority. Incorporation Procedures: Registered Agent prepares the Memorandum of Association, which after being signed by the two subscribers is delivered to the Registry. The Articles of Association can either be filed at the same time as the Memorandum of Association or within 30 days from the date of incorporation. Formation can be completed in 3 days. 20

5 BERMUDA Introduction: Bermuda is a sub-tropical island located in the Atlantic Ocean off the east coast of the USA. It is strong British Dependent Territory enjoying excellent political stability and a sophisticated, but limited, international business infrastructure. Bermuda focuses on blue chip business and popular for Public Holding Companies and Offshore Funds. Law and taxation: Corporate law is based on the British legal system and provides for exempted companies, which are restricted in carrying on business locally. There are no taxes on profits, income or dividends, and there is no capital gains tax or estate duty. There is fixed annual government fee, currently US$1,780 for each exempted company with a minimum share capital of US$12,000. Director:. Minimum two directors are required. No corporate director is permitted. Must be two directors or a secretary and a director or a secretary and a resident representative ordinarily resident in Bermuda.. The Register of Directors are not required to be filed to the Government but must be maintained in the registered office in Bermuda and be made available to the general public for inspection. Secretary:. A company secretary ordinarily resident in Bermuda is required 21

6 Shareholder:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. No bearer share is allowed. The Register of Shareholders are not required to be filed to the Government but must be kept in the registered office in Bermuda and be made available to the general public for inspection Registered Office and Agent:. Must have a Registered Office and Agent in Bermuda, provided by a licensed service provider. Annual Reporting: Accounts must be kept and made available to the Bermuda directors although the requirement to produce audited accounts may be waived by the shareholders under a General Meeting. Incorporation Procedures: Application for incorporation must be made to the Monetary Authority for the purpose of giving necessary foreign exchange consent and forwarding to the Registrar of companies for registration. All original corporate documents, including Certificate of Incorporation, M&A, registers, minutes book and common se4al, are kept at the registered office in Bermuda. 22

7 BRITISH VIRGIN ISLANDS Introduction: The British Virgin Islands (BVI) consist of 60 islands and cays having a total land area of 150 sq km. The BVI lie to the north west of the United States Virgin Islands and are separated from them by a channel only five kilometers wide. The neighbor with the largest land area is Puerto Rico, 96 km to the west. Law and taxation: The legal system of the BVI is based on English common law supplemented by local ordinances. The International Business Companies (IBC) Legislation was passed in The user-friendly nature of the IBC legislation has assisted the BVI to gain significant market acceptance. There is no tax levied on IBC companies with the exception of the annual government license fee which is US$300 for companies with authorized capital of US$50,000. Authorized and issued capital:. Usual authorized share capital is US$50,000 with all of the shares having a par value. Minimum issued capital is one share of no par value or one share of par value. Directors:. Minimum one director. Corporate directors are permitted. There is no requirement to keep the Registers of Directors are the Companies Registry. If the directors determine to maintain a Register of Directors, the original or a copy thereof must be kept at the Registered Office in BVI. Details of directors do not appear on the public records 23

8 Shareholders:. Minimum one shareholder. Bearer shares are allowed but they must be held by approved custodians. The Register of Shareholders can be kept at the Registered Office but need not be available for public inspection Registered Office and Agent:. Must have a registered office and agent in BVI, provided by a licensed service provider. Annual Reporting:. No requirement to file annual returns or financial statements. No requirement to hold annual meetings of directors and shareholders Incorporation Procedures: Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the ordinance. It takes 2 working days to complete the incorporation. 24

9 BELIZE Introduction: Belize is in Central America, cuddling a corner of Mexico s Yucatan Peninsula. Belize was a British colony since 1862 and became an independent nation in English is the official language and its population is approximately 260,000 and is made up of great ethnical diversity, including Caribbean people, Caucasians, Chinese and East Indians. Law and taxation: Belize s legal system is based on English Common Law. Belize companies are exempted from all forms of local taxation and stamp duties but have to pay a license fee which is payable before 31 July every year. The license fee is payable according to the amount of authorized share capital as follows:- All or part are no par value shares Up to US$50,000 Above US$50,000 US$350 p.a. US$100 p.a. US$1,000 p.a. Authorized and issued capital:. Usual authorized share capital is US$ divided into shares with or without par value. Minimum issued capital may be one share of no par value or one share of par value. Director:. Minimum one director. Corporate director is permitted. No residency requirement. No details of directors are on public record Company Secretary:. No requirement 25

10 Shareholder:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. Bearer shares are allowed but bearer share certificates must be kept by the registered agent. No residency requirements. No details of shareholders are on public record Registered Office and Agent:. Every Belize Company must have a registered office and agent in Belize, provided by licensed service provider. Annual Reporting: There is no annual return and auditing required. Every Belize Company is only required to pay a license fee every year. Incorporation Procedures: A name search must be conducted. Chinese name can be registered and issued on the Certificate of Incorporation. A passport copy, duly certified by lawyer, and a banker reference letter for every director and shareholder are required for incorporation. A Belize company can be incorporated within 2 days. 26

11 CAYMAN ISLANDS Introduction: The Cayman Islands consists of a group of three islands in the Caribbean. The main Island, Grand Cayman, is situated approximately 1,150 kilometers south of Florida. The population is approximately 40,000. The economy of the Islands is strong, enjoying full employment with most of the revenue being derived from the financial services sector and tourism. Caymans are a favored jurisdiction for Mutual Funds and financial services. The reputation and popularity of the Caymans has increased significantly, particularly in Asia, as it is approved by the Stock Exchange of Hong Kong for public listings in Hong Kong. Law and taxation: The Company Law of the Cayman Islands is based on the English Companies Act of 1948 and can be found in the Cayman Islands Companies Law of 1960, as amended. There are two types of Cayman companies: the Exempted and the Non-resident. The ongoing license fees for a Non-resident company are slightly less than an Exempted Company but that must submit a more detailed annual return and as such, have not gained great favor in Asia. Exempted Company names do not have to end with the suffix Limited and it may be expressed in Chinese characters, so long as its English translation is provided. There is no form of taxation in the Cayman Islands relating to individuals, corporations or trusts. All Exempted Companies are exempted from tax in Caymans and may also apply for 20 years tax exemption certificate. Authorized and issued capital:. Usual authorized share capital is US$50,000; divided into 50,000 common voting shares of US$1. Minimum issued share capital is one share of no par value or one share of part value. 27

12 Directors:. Minimum one director. Corporate directors are permitted. Registers of Directors, Officers and Charges shall be kept at the registered office. A copy of the Registers of Directors and Officers must be filed to the Companies Registry in Cayman Islands but is not available for public inspection Shareholder:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. Bearer shares are permitted and bearer share certificates must only be held by approved custodians Registered Office and Agent:. Must have a registered office and agent provided by a licensed service provider Annual Reporting:. No requirements to file accounts with the Registry. An annual return takes the form of a simple declaration of a director must be filed to the Registry Incorporation Procedures: Submission of the Memorandum and Articles of Association and registration fee to the Registrar of Companies together with a sworn statement declaring that the business activities of the proposed company will be undertaken mainly outside the Cayman Islands. The names and addresses of the proposed first directors must be disclosed to the Registrar. It takes 2 working days to incorporate. 28

13 HONG KONG Introduction: Hong Kong is on the south east coast of China and consists of a large number of islands and a part of the mainland totaling approximately 1,064 sq km. On 1 July 1997 all of Hong Kong reverted from British Control back to China and became a Special Administration Region 'SAR' within the People's Republic of China (PRC). The population is around 7 million. Hong Kong has excellent communication facilities and a major new international airport. Hong Kong is the leading South East Asian centre for both finance and commerce and ranks as the world's third largest financial centre after New York and London. The Hong Kong Stock Exchange is the most active in Asia outside Japan. Law and taxation: Hong Kong s corporate law is strongly cased on British common law. Local businesses are regulated and Hong Kong regards itself as a low tax centre rather than a tax haven. Taxes are levied on profits, salaries and property with varying rates. Only profits derived in Hong Kong assessable for taxation and genuine offshore transactions are not subject to Hong Kong tax, although the Inland Revenue Department is extremely diligent in its determination of onshore and offshore profits. Capital Duty: A capital duty is payable to the Companies Registry on the amount of authorized share capital at 0.1% of the nominal capital, cap at HK$30,000. There is no regulation concerning minimum capital requirement. Directors:. Minimum one director. Corporate directors are permitted in a private company which is not a member of a group of companies of which a Hong Kong listed company is a member. No nationality and residency requirements. Particulars of directors and subsequent changes are required to be reported to the Companies Registry of which the records are open to the public 29

14 Secretary:. Must be ordinarily resident in Hong Kong is required. If the only director is also the shareholder, the Secretary must be another person or body corporate.. Details of the Secretary must be filed to the Companies Registry and are on public record Shareholders:. Minimum one shareholder. Details of the shareholders are required to be filed at the Companies Registry and are on public record Registered Office and Business Registration:. Must have a local registered office which must be a physical business and not just a Post Office box. All companies must obtain a Business Registration Certificate from the Inland Revenue Department Ongoing Obligations Accounting books and records: Every company is required to keep proper books of account with respect to:- (a) all sums of money received and expended by the company; (b) all sales and purchases of goods by the company; and (c) all assets and liabilities of the company. Statutory Audit: The accounts of a company abovementioned are subject to an annual statutory audit. The first accounts must be prepared within 18 months of the date of incorporation to the financial year-end date, which is determined by the directors. The audited accounts are required to be submitted to the Inlands Revenue Department. 30

15 Annual Reporting: Each company must submit an annual return and pay a current filing fee of HK$105 to the Companies Registry. Higher filing fees must be paid for late filing. Each company must hold an annual general meeting of the shareholders to adopt audited accounts, elect directors and appoint auditors. The first annual general meeting is required to be held within 18 months of the date of incorporation and the subsequent annual general meeting must be held not more than 15 months between the date of one annual general meeting and the next. Renewal of Business Registration: The business registration certificate should be renewed annually and the registration fee is required to be paid within the period as specified in the demand note issued by the Inlands Revenue Department. Filing of Tax Returns: Every company will receive an Employer s Return of Remuneration and a Profits Tax Return issued by the Inlands Revenue Department and must submit the completed Returns to the Inland Revenue Department within one month of the date of the receipt of the Returns. A fine will be levied on the company if it fails to comply with the requirements. Incorporation Procedures: A name search should be conducted at the Companies Registry. Basically, a company name can be registered if it is not identical to or should not cause confusion with another company name already on the register at the Companies Registry. Once it is cleared that the proposed name is likely to be approved by the Registrar, the relevant registration documents and the filing fee must be filed with the Registrar. A Certificate of Incorporation will be issued to the Company within 10 working days from the date of submission of the documents. A shelf company can be acquired and business may commence immediately subject to the setting up of the corporate structure such as appointment of directors and secretary, etc. 31

16 LABUAN Introduction: The Federal Territory of Labuan is part of Malaysia and comprises seven small islands of which Pulau Labuan is the largest. The Island of Labuan covers an area of approximately 92 sq km, and has an estimated population of 70,000. Parts of Labuan were formerly under British control, but it obtained independence on 31 August On 16th September 1963, Malaysia was formed with the joining of Sabah, Sarawak and Singapore (Singapore left Malaysia in 1965). Malaysia is a member of the British Commonwealth. Law and taxation: The Malaysian legal system is based on the English model. Special laws applicable to the offshore industry in Labuan have been enacted. Arbitration is permitted. Disputes are heard in camera. Final appeal lies with the Supreme Court. Offshore Companies that are trading pay 3% on net audited profits or the sum of RM 20,000. Offshore Companies that do not trade do not pay tax. Labuan, being a region of Malaysia, is party to over forty double tax agreements. Authorized and issued capital:. Standard authorized capital is US 10,000; divided into 10,000 shares of US 1.. Minimum issued capital is one share, which may be fully or partly paid. Director:. Minimum one director. Corporate directors are allowed. No residency and nationality required 32

17 Company Secretary:. A resident company secretary, who must either be an officer or a subsidiary of a licensed Labuan trust company. Additional company secretaries, who need not be Malaysian resident, may be appointed Shareholder:. Minimum one shareholder. Corporate shareholder is permitted. No details of shareholder are required to be disclosed to Government Authorities Registered Office:. Must have a registered office in Labuan Incorporation Procedures: Submission to the Registry of the Memorandum and Articles of Association, consent to act as a director form, Statutory Declaration of Compliance and the requisite fee. It takes around 8 working days to incorporate Annual Reporting: A set of accounting records must be kept in Labuan. Such companies are exempted from appointing an auditor if they are not a licensed offshore bank or insurance company, did not invite the public to subscribe for shares or debentures or to deposit money with or lend money to the company and the members of the company have resolved that no auditor be appointed. A trading company, which pays 3% of audited net profits, is required to appoint an auditor and file audited financial statements. Note that a Labuan Company accounts need not be audited unless the company wishes to pay 3% of the net profit (as per the audited accounts). 33

18 MAURITIUS Introduction: Mauritius is situated in the Indian Ocean approximately 800 km off the East Coast of Madagascar. The population of the Island is approximately 1,200,000 made up principally by people of European, African, Indian and Chinese origin. The British ruled Mauritius for 158 years until 12 March 1968 when it became an independent country within the Commonwealth. Law and taxation: Mauritius has a British based legal system and corporate law operated on a Common Law basis. A Company holding a Category 1 Global Business License is resident for tax purposes and can access Mauritius' network of double tax treaties, provided that it is correctly structured and that the seat of management and control is in Mauritius. Mauritius has an extensive double tax treaty network which includes treaties with the following countries: Belgium, Botswana, China, Croatia, Cyprus, France, Germany, India, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Singapore, South Africa, Sri Lanka, Swaziland, Sweden, Thailand, Uganda, UK and Zimbabwe. Correctly structured and managed Mauritius GBCI companies may access Mauritius' network of 28 tax treaties. Neither capital gains nor withholding taxes are levied. Consequently, Mauritius GBCI companies are used by tax practitioners and businesses to structure investments into Mauritius' treaty partners, which include China, India, Luxembourg and Thailand. Authorized and issued capital:. Usual authorized share capital is US$ 1 million with all of the shares having a par value.. Minimum issued share capital is two shares of par value. 34

19 Director:. Minimum one Director who must be a natural person. Treaty access requires a minimum of two local directors Officers:. Minimum of three officers (president, secretary and treasurer) who may also be the Directors. Company Secretary:. A company secretary must be appointed, who may be a natural or corporate person. No residency and nationality Shareholder:. Minimum one shareholder, both corporation and natural persons may act. No residency and nationality required. Bearer shares are permitted Registered Office and Agent: Every Mauritius company must have a registered office and agent in Mauritius. Annual Reporting: No annual return and audit is required. Incorporation Procedures: Once name approval has been obtained, three copies of the Memorandum and Articles of Association are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers. It takes around 3 to 4 weeks to incorporate. 35

20 Introduction: PANAMA The Republic of Panama, with an area of approximately 76,900 sq km, is located between Costa Rica and Colombia, forms the narrowest and lowest portion of the isthmus that links North and South America. The population of Panama is approximately 2.4 million, about 52% of which are in urban areas. Law and taxation: Panama has a British based legal system and corporate law operated on a Common Law basis. Operations and transactions taking place in the Free Trade Zone are subject to a special tax treatment whereby imports from other parts of the world and re-exports to other countries are exempted from any import or export taxes imposed by Panama. Income earned from re-exports is taxed at specially reduced rates. No corporation tax is levied on non-panamanian sourced income Authorized and issued capital:. Standard authorized share capital is US$10,000 divided into 100 common voting shares of US$100 each or 500 common voting shares of no par value. Minimum issued capital is either one share of no par value or one share of par value. Director:. Both corporations and natural persons may act as directors. Minimum number of directors is three. No residency and nationality required 36

21 Officers:. Minimum of three officers (president, secretary and treasurer) who may also be the Directors. Company Secretary:. A company secretary must be appointed, who may be a natural or corporate person. No residency and nationality Shareholder:. Minimum one shareholder, both corporation and natural persons may act. No residency and nationality required. Bearer shares are permitted Registered Office and Agent: Every Panamanian company must have a registered office and agent in Panama. Annual Reporting: No annual return and audit is required. Incorporation Procedures: By presentation of the proposed corporation's signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry. It takes 1 working day to incorporate, subject to name approval. 37

22 Introduction: SINGAPORE Singapore is situated at the southern tip of the Malaysian Peninsula. Strategically located along the major shipping and air routes of Asia, it is the major nerve centre for trade and investments in the region. Spanning just over 622 sq km, Singapore though small, is undoubtedly an advanced and bustling economy. It thrives on an excellent infrastructure, highly educated labour force, political stability and an efficient business environment. Singapore has a population of approximately 3 million people. More than 75% are Chinese with the remaining 25%, mainly Malays, Indians and others. The different races live together with mutual respect and in racial harmony. The work force is well educated and hardworking and there is a high level of managerial and technical expertise available. Law and taxation: Singapore has a British based legal system and corporate law operated on common law basis. Currently, tax on corporate profits is 24.5%. Singapore is a signatory to a number of double tax and investment protection treaties which provide some tax planning and security advantages. A Singapore company with external investments that are correctly structured and administered, may not be liable for tax on profits generated from activities conducted outside Singapore. Authorized and issued capital:. Standard authorized share capital is S$100,000. Minimum issued share capital is S$1 Director:. Minimum two directors, at least one director must be a Singaporean citizen, a permanent resident or an employment pass holder. No corporate director is permitted. Details of directors must be filed to the Companies Registry for public record 38

23 Secretary:. Must have a qualified local company secretary whose details must be filed to the Companies Registry for public record Shareholder:. Minimum two shareholders. Corporate shareholder is permitted. One shareholder is permitted where the proposed Singaporean company is a wholly-owned subsidiary of a corporation. Bearer shares are not permitted. Details of shareholders must be filed to the Companies Registry for public record Registered Office:. Must have a local registered office which must be a physical address and not just a Post Office box Annual Reporting:. Must maintain books of account which must be audited by a local auditor. Must submit an annual return together with audited accounts to the Registry. Incorporation Procedures: Submission of name approval, Memorandum and Articles of Association and details of shareholdings, registered office address and appointments of directors, company secretary and statutory auditors. It takes around 5 working days to incorporate. 39

24 Taxation: UNITED KINGDOM Corporation tax (which includes Capital Gains Tax) is paid by UK companies based upon accounts, which are submitted to the Inland Revenue and the Registrar of Companies at the end of the company's financial year. A company is free to choose its financial year-end. Companies pay corporation tax at the rate of 19% where the net profit before tax does not exceed 300,000. The tax payable increases thereafter in stages until the net profit before tax reaches 1.5 million where the top rate of corporation tax is charged at the rate of 30%. The United Kingdom is party to more double tax treaties than any other sovereign state. Authorized and Issued Share Capital: Private Limited Company Minimum Authorized Share Capital: 1.00 Issued Share Capital: The minimum issued capital is one share, but additional capital is usually issued to reflect the stability and strength of the company. Public Limited Company Minimum Authorized Share Capital: 50,000 Issued Share Capital: 50,000, of which a minimum of 12,500 must be paid up. Directors:. Minimum one director for private company and two for public company. Directors may be natural persons or bodies corporate who may be of any nationality and need not reside in the UK 40

25 Company Secretary:. Must appoint a company secretary who may be a natural person or a body corporate. No residency and nationality requirements Shareholders:. Minimum one shareholder for private company and two for public company. Corporate shareholder is permitted. Bearer shares are not allowed Registered Office and Agent:. Must be maintained in England or Wales. Annual Reporting:. Annual Return is required to be filed to the Registry. Accounts prepared in statutory form are required to be filed with the Registrar of Companies and the Inland Revenue. Companies whose annual turnover does not exceed 1,000,000 are not required to file independently audited accounts and in such cases the directors must self-certify the accounts Incorporation Procedures: A 'custom-made' UK company formation has many advantages over an 'off-the-shelf' company. It is usually more economical to incorporate a company with the client's choice of name, directors, shareholders and authorized share capital than to purchase a shelf company and change these particulars after incorporation. A same day incorporation service is available from Companies House for an additional fee. 41

26 Introduction: SAMOA Samoa is a group of 9 islands situated in the South Pacific, east of the International Date Line. It became independent in 1962 and has developed as a politically stable nation since independent. Law and Taxation: Samoa s offshore legislation is based on Cook Islands legislation and is made user-friendly to suit the requirements of the Asian market. Particular notes are the following:- (1) Chinese character names are permitted in addition to English names on Certificates of Incorporation in a properly supervised manner; (2) Documents may be filed in any language. (3) Companies may pay their license fee for 5, 10 or 20 years in advance and substantial discounts are offered to companies that elect to take this offer. There is no taxes levied on International companies with the exception of the annual government license fee which is US$ for companies with authorized capital of US$50, Authorized and Issued Capital:. Standard authorized share capital is US$10,000 divided into 100 common voting shares of US$100 each or 500 common voting shares of no par value. Minimum issued capital is either one share of no par value or one share of par value. Director:. Minimum one director. Corporate directors are permitted. No details of directors appear on public file but a register of directors must be kept at the registered office in Samoa 42

27 Secretary:. A Secretary is required. Corporate Secretary is permitted. No residency is required Shareholders:. Minimum one shareholder who can also be the director. Corporate shareholder is permitted. The Register of Shareholders are not required to be filed to the Government but must be maintained in the registered office in Samoa Registered Office and Agent:. Must have a registered office and registered agent in Samoa, provided by licensed service provider Annual Reporting:. No requirement to file annual returns or financial statements. No requirement to hold annual meetings of directors and shareholders. A penalty fees of up to 50% of the annual Government fee will be incurred if the license fee is not paid when due Incorporation Procedures: By submission of the company's Memorandum and Articles of Association and registration fee to the Registrar of International and Foreign Companies. It takes 1 working day to incorporate. 43

28 DELAWARE Introduction: Delaware is a small state situated on the East Coast of the United States of America, often referred to as the Gateway to the United States. Delaware is lack of bureaucracy in arranging its affairs. With the Delaware Corporate Law, Delaware companies are commonly used in group corporate structure. Law and Taxation: The Delaware courts always construe the Corporation Law liberally. This causes the careful investor to have confidence in the security of the investment. Delaware companies not having any business in Delaware are exempted from income tax. A franchise tax is payable to the Government on the authorized share capital of a company. Delaware Corporation does fall within the Federal Tax System. Shares owned by non-residents are free from all taxes, including State Inheritance Taxes. The minimum franchise tax of US$60 is payable for companies with no par value shares not more than US$3,000 or with par value shares not more than US$150,000. Director:. Minimum one director. No corporate director is allowed. No residency and nationality required. No details of director are on public record Officers:. Must be officers of President, Vice-President and Treasurer who may be vested in the sole director Shareholder:. Minimum one shareholder who can be the director. Corporate shareholder is permitted. No residency and nationality required. Bearer shares are not permitted 44

29 Registered Office and Agent:. Must have a registered office and agent in Delaware, provided by licensed service provider Annual Reporting:. A franchise tax report must be completed each year showing details of the officers of the corporation.. No audited accounts are required to be prepared and filed. Virtual Office Services:. Registered Office, special and general phone lines services, mail forwarding and fax forwarding services in Delaware can be provided Incorporation Procedures:. It takes 2 working days to incorporate 45

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