About Us. Goldblum and Partners is an international association of lawyers and tax advisers which provides the following services:

Transcription

1 LAW TAX CONSULTING

2 About Us Goldblum and Partners is an international association of lawyers and tax advisers which provides the following services: Corporate Tax Customary law Private international law Intellectual property Dispute resolution Under corporate practice, our customers can register a new company or buy a ready-made one in Switzerland, Austria, Germany, Liechtenstein and Belgium, and benefit from asset protection, tax structuring and new market entry management. We register trademarks in Germany, Switzerland and other European countries, provide immigration assistance (residence permit/citizenship), accounting and virtual office services. Our lawyers in Europe and CIS countries help customers with all business aspects from debt collection to corporate disputes. Our aim is to provide competitive and quality legal services, while achieving the highest standards and the best results for clients through a combination of best Western practices and our skilled knowledge. With offices in Zurich and Zug (Switzerland); Hamburg and Düsseldorf (Germany), and Kiev (Ukraine), we can address our diverse business clients needs quickly and efficiently without third party involvement. For more about our services log on to Yours faithfully Goldblum and Partners 2

3 Our Services Goldblum and Partners utilises confidential and competent legal services, which include: establishment and management of companies, foundations, trusts, offshore companies corporate structuring creation of holding companies establishment of investment structures asset protection from hostile takeovers opening of bank accounts for individuals and legal entities in European and offshore banks full or partial nominee service, fiduciary services secretarial services, company management, virtual offices on the basis of our subsidiaries document drafting in accordance with national legislation consulting and support in contractual areas business immigration for foreigners representation in court/attorney services Our long-term working relations with clients are built on trust and confidentiality. They are assigned a lawyer on a one-to-one basis after contacting our company. A list of the countries in which we offer our services, as well as their tax comparative characteristics, government requirements and procedures, are highlighted in this brochure. info@goldblumandpartners.com

4 Switzerland The registration of a Swiss company is the exclusive and prestigious product of a successful business. Therefore, as a rule, a Swiss company does not use it for simple operations, but as an instrument of tax planning with the creation of a complex branched international group. Since 2008, the Swiss Code of Obligations has changed significantly for joint stock companies/limited liability companies and favorably so for foreign participants. For example, a company s board of directors can now include not only a Swiss citizen, but any foreigner. The requirement for a member of the company s board of directors to possess shares has been abolished, enabling the creation a joint-stock company and LLC by a sole founder. The most common legal forms of Swiss companies are: joint-stock company (AG, SA) and Limited liability Company (GmbH, Sarl). It is possible to register a Partnership Company (Kollektivgesellschaft, Kommanditgesellschaft). The most convenient is a joint-stock company, as the process of ownership (shareholder) is simplified, does not appear in the trade register and the ability to change the type of shares to «bearer» ensures maximum confidentiality of ownership. Goldblum and Partners will provide full legal and financial services, including debt collection, procedures for company registration, tax/accounting services, preparation of annual balances and various government agency studies. Our offices are in Zug continental Europe s last tax oasis and in Switzerland s financial capital, Zurich. 4

5 Сompany Registration in Switzerland. Legal and Tax Aspects (AG) Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Control board: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Double Tax Treaty: Balance sheet: Tax returns: Accounting: Annual Report: Corporation (AG) You may use any name except those already listed in the Swiss trade register. When you specify the type of activity, it needs to correspond with the actual subject of the company Min CHF. At least half the nominal value of each share must be paid on registration Bearer shares and/or registered shares (some part of the share may be issued in the form of certificates with no voting rights), in the case of registered shares Power of attorney Any address in Switzerland Memorandum of Association must be confirmed by state documents, the company information is kept in the Trade Register At least one shareholder, individual or legal person, foreigners as well The Governing Body: one or more individuals the majority of the board members must be Swiss citizens and reside in Switzerland or be citizens of the EU/EPA (European Free Trade Association ), permanently residing in Switzerland, the company must have a supervisory board and at least one member a resident of Switzerland 4 weeks, full confidentiality is kept Full confidentiality, only by the decision of shareholders, some activities require authorisation Subject to payment of federal taxes, taxes are levied by cantons/ municipalities, the lowest interest rate is in Zug. Holding companies are entitled to tax advantages: the federal income tax at 8.5%, exempt from canton income tax, capital gain tax of % Production Company: federal income tax at 8.5%, canton income tax of 4%-7%, depending on the size of profit, capital gain tax of 0.05% Payment of company profits, in particular dividends are taxed with 35% (Verrechnungssteur) but can be reduced with double taxation treaties info@goldblumandpartners.com

6 Germany Germany. Business start-up and management in Germany are attractive to entrepreneurs due to its Business low-priced, in ultra-modern Germany is one business of the infrastructure few ways not and only ease to of save residence at the permit/citizenship start of business in status. Europe, Businesses but also looking to use to diversify all infrastructure and open ultramodern subsidiaries in business Europe can environments benefit from for several low privileges prices. Germany in Germany, is the such attractive as: country for starting and development of business obtain and grants, it offers credits convenient and loans from possibility German to banks get residence permit and citizenship status. obtain Business business in visas Germany for company suits for founders the businessmen who are going to open a subsidiary of their own company in Europe or to develop a new direction with the open bank accounts and obtain credit cards/cheque books from German banks purpose to receive important relations and business contacts. VAT recovery register a German brand with further selling of products in CIS countries Just a few of privileges for starting a business in Germany: - special possibility terms for to opening obtain a branch grants, and credits representative and loans offices in German in the EUbanks for law interests; We can help clients register a new company or buy a ready-made one on favourable terms. - receipt of business visa for founders of the company; Our services enable a client to establish a company with a personal account at a German - bank, or opening buy a ready-made of bank company account so in they German can immediately bank, issuing begin of to credit trade without cards and any checkbooks restrictions. in German banks; - VAT recovery in Germany; - possibility to register a German brand with further selling of products on the territory of CIS; - special terms for opening of branch and representative offices on the whole territory of EU. Goldblum and Partners helps you to register a brand new company or to purchase a readymade one on favourable terms. Our proposal will allow you to establish a company with a personal account in German bank as soon as possible, or to buy a ready-made company or business, so you can immediately start business activity in the country without any restrictions. 6

7 Company Registration in Germany Legal and Tax Aspects (GmbH) Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Fixed state tax: Double Tax Treaty: Balance sheet: Tax returns: Accounting: Annual Report: Limited Liability Company (GmbH) The name must be approved by the Chamber of Commerce, the notation «GmbH» is mandatory Min capital is 25,000 ; quarter of it (but not less than 12,500 ) must be paid on registration. Since 2010 there is special form UG/mini- GmbH with the min capital of 1 shares, but equity Shareholders' names are kept in the Trade Register, any address in Germany, pref. a real office, in the Trade Register The minimum number is not limited (possible with one shareholder), shareholders may be German or foreign individuals or legal persons At least one director, residency does not matter 3-6 weeks (shelf companies available) Activities in favour of unnamed persons is illegal (administrative offense) Each shareholder must be registered in the commercial register. Anonymity can be provided using nominee shareholders, but some activities require authorisation VAT 19%; corporation tax 30,5%; capital gains tax; tax on specific activity, rate is set by the local authority; solidarity surcharge info@goldblumandpartners.com

8 Liechtenstein The Principality of Liechtenstein is a small territory with a population of about 30,000 citizens, of which a third are foreign. Located close to the Alps, it is run by a European monarchy and has one of the world s highest gross national product per person. The state s prosperity is largely due to the ruling dynasty but cooperates with other countries: the official currency is the Swiss franc; it has direct diplomatic relations with the Russian Federation and has signed the Hague Convention of 1961, abolishing the necessity of legalization of foreign documents. Liechtenstein is an ideal, and established, offshore financial centre, which has attracted businessmen from around the world due to its zero tax rate system for companies registered in the Principality. Companies created here can be divided into two types: holding and domiciliary (the second type is a synonym for an offshore company). The first type is established to manage the property and funds, while the second one manages activities outside the principality, but its office is registered within it. Both types of companies enjoy tax benefits: they are exempted from paying income transfer/interest taxes. During registration, a company is required to pay stamp duty (3% of the share capital) and the coupon tax (4%) from the payment of dividends. There are other indirect tax collections such as the moving of shares and bonds of issuers, and increasing the share capital. 8

9 Liechtenstein foundation registration, legal and tax issues Form of the company: Name: Capital: Shares: Trade register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Control board: Protector: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Stamp duty: Closed Stock Company Stiftung: with/without the registration obligation Company name may be selected in any language. Use of geographical names require special permission Min. capital is CHF; real property contributions allowed shares. There are only assets transferred to the fund to be managed At least one member of the Board of the Foundation must be a resident of Liechtenstein, if the business activity is conducted or stipulated by the statutory documents (foundations with the registration obligation). In other cases registration is not required, but statutory documents must be given to the authorities (foundations without registration obligation) The actual (economic ) founder may be an individual or legal entity. In all external contacts it is represented by specific legal founder (Liechtenstein trustee) (Foundation Board), for the foundations with the registration obligation, and optional for other Optional, can be assigned to control the activities of the Foundation Board 1 week, information on the beneficial owner is stated only in the additional statutory documents which are not provided to the State Register The Fund is not suitable for doing business. Such can be carried out only if it is necessary to achieve non-commercial purposes Annually 0.1% of the share capital (assests) and the value of property, but not less than 1,000 CHF. If the value of the assets is over 2 million CHF, annually tax rate is 0.075%, with the value of assets over 10 million CHF tax rate is 0.05% info@goldblumandpartners.com

10 Austria Austria is seen as an historic bridge between East and West Europe, and in a broader context, it has, for many centuries, been one of the world s main trade, economic and cultural centres. The country s economy is characterised by stability, the predominance of advanced production technologies, perfect infrastructure, high employment ratios, the high quality of professional education of employees and advantageous legal and tax systems. Of equal importance is the existence of a dynamic Russian business model which addresses business issues and demands through professional associations. In certain cases, direct support from the Austrian state is available for start-ups. Due to these advantages, the headquarters of many multinationals are located in Vienna, while several big financial institutions also reside in Austria. We provide consulting assistance to medium and large companies. Our significant experience in the tax and legal structuring of cross-border assets and business acquisitions, trade transactions, financing and other deals provides valuable support to any project. We can help choose the type of operational, financing or holding company in Austria that best suits a client s needs. To support their existing or established Austrian entity, we provide accounting and tax compliance services, assistance with Austrian tax rulings, as well as support in many fields, including transfer pricing, VAT and customs. In cooperation with experienced law firms, we provide solutions to clients queries regarding corporate, anti-trust, labour or banking law in Austria and European law. 10

11 Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Сompany Registration in Austria Legal and Tax Aspects (GmbH) Limited Liability Company (GmbH) Any name can be used unless already in the Austrian commercial registry. The activity type must correspond to the company's actual activity Minimum capital is ; at least half of the nominal value of each share must be paid in by date of registration (since ) The minimal value of share per one founding shareholder is 70. Every founding shareholder, regardless of the size of his contribution to the statutory capital, can hold only one share. shareholders names must be entered into the commercial registry, any address in Austria, preferably a real office The company must be entered into the commercial registry and its articles of association must be confirmed by official state documents. At least 1 shareholder. Shareholders of a company in Austria may be individuals and/or corporate entities who can be residents of any country A company must have at least one director who does not have to be a citizen or resident of Austria. This rule also applies to the general manager 4-6 weeks, in trade register, each shareholder s name must be entered into the commercial registry, each director s name must be entered into the commercial registry Taxation: Regular corporate income tax rate is 25% Tax on dividends distribution is 25%. Dividends paid to EU residents are taxed at 0% (based on the EU directive). The tax can be reduced to 0% 15% if dividends are distributed to a resident of a country which has an agreement on double taxation avoidance with Austria. For instance, dividends paid to Belize residents are taxed at 5% Royalties are taxed at 20%. Royalties paid to an EU-resident parent company are taxed at 0% (based on the EU Directive) Interest is taxed at 0% Stamp duty Double Tax Treaty: Balance sheet: Tax returns: Accounting: Annual Report: info@goldblumandpartners.com

12 Belgium Belgium is home to the European Union, NATO, United Nations agencies and the World Customs Organization. In recent years, the country has attracted attention from the business world as companies such as Total, Exxon Mobile, Rio Tinto, Google, Microsoft, ArcelorMittal, IBM and Toyota have established offices or production here. With its geographical position Paris, Frankfurt, Geneva or London are all within reach - businesses have a convenient platform for further growth and promotion in Europe. Belgium has simple foreign currency operations, the easiest procedure for obtaining residence/dual citizenship and legislation affording many tax advantages. We can register in one of four main companies (societies): Anonymous company (SA) Private limited liability company (SPRL) Private company with limited liability in one person (SPRLU) Cooperative company with limited liability (SC) Each differ in their rights, fiscal regime, status of managers and shareholders, degree of responsibility, etc. SPRL companies are among the largest sector, with the formation requiring at least one shareholder (individual or legal entity) and usually are no less than two founders. 12

13 Сompany Registration in Belgium Legal and Tax Aspects (SA) Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Control board: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Double Tax Treaty Balance sheet: Tax returns: Anonymous company (open joint-stock company) (SA) Name must distinguish and reflect the company's activity, ending with the letters SA. Using words like Bank/Investment Fund/Insurance/ reinsurance requires appropriate licensing. Min 61,500 fully paid prior to incorporation Bearer shares, preference, registered and simple shares, with face value, stated in any currency, in case of registered shares Any address in Belgium Incorporation is done at the local commercial or civil court (Tribunal de Commerce or Tribunal Civil). Copies of the company s documents must be submitted to the Registry/Central Archive (Centrale des Bilans of the Banque Nationale de Belgique). After, the company is registered as a tax payer and VAT payer At least 2 shareholders, individuals or corporate entities, including foreign individuals If a company is owned by only two shareholders, it must have at least two directors. If the number of shareholders is not known or they are more than two, the company must be managed by at least three directors, who can be either individuals or corporate entities, whether or not resident in Belgium. The directorate is fully empowered to manage the enterprise, both commercially and financially, except the exclusive rights exercised only by the shareholders Till 6 weeks, for the commercial registry Corporate taxes are charged on the aggregate income of resident companies. The principal corporate taxes include the following: Corporate income tax (progressive, 30-39%); Capital gain tax (19.50% of sales, giving as gift or exchanging property); social insurance contributions (35% of the payroll fund); registration fee (on average at 12.5% for real property acquisition); real property tax, depending on the cadastre; liquidation tax (on mergers and acquisitions); valueadded tax (19%, in certain instances from 6 to 33%) info@goldblumandpartners.com

14 France Ranked the world s fifth for industrial output and foreign economic relation, France is not only a member of the EU, WTO, OSCE, UN, but serves as a prestigious jurisdiction to register your company. Its legal, economic and political systems are among the best in the developed world, has progressive infrastructure, high-tech manufacturing and labor qualifications, and is interested in capital inflows, new jobs, as well as the development of economic and cultural relations with foreign countries. The benefits of creating a company in France include: it is among the 30 best countries to do business in according to the World Bank has free trade zones (Verdon and the port of Bordeaux) has a wide network of bilateral tax conventions high prestige of the jurisdiction In France, there is a wide range of legal forms of business, but the most common are Limited Liability Company (SARL) and Corporation (SA), either private or public. SARL is the most popular, so the regulations for its registration were simplified in 2004: the share capital of 1 is now required to set up. There are no restrictions on foreign investors in France, except to obtain a license to work in a specific profession, such as the legal, medical and education sectors. It also has very few barriers to business: foreigners can do anything as long it complies with the regulations. 14

15 Сompany Registration in France Legal and Tax Aspects (SARL) Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Registration in state register: Shareholders: Director: Control board: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Double Tax Treaty: Balance sheet: Tax returns: Limited Liability Company Name must distinguish and reflect the company activity and end with the letters SARL. Using words like Bank/Investment Fund/Insurance/ reinsurance require appropriate licensing Starts from 1. 20% of the share capital should be paid on registration and 80% over the next 5 years Shares are delivered according to the incorporation agreement Shareholders names must be entered into the commercial registry Any address in France, business-real estate Company Registration is carried out at the local Court of Arbitration (Tribunal de Commerce or Tribunal Civil). The copies of the documents should be submitted to the Register / Central archive (Centrale des Bilans de la Banque Nitaonale). After, the company should submit tax reports and register as a VAT payer At least 1 shareholder. Shareholders of a company in France may be individuals and/or corporate entities who can be residents of any country It is recommended to appoint EU citizens. Director according to the legislation has the full right to manage the company from a business and financial point of view, except for exclusive rights conferred only to shareholders of the company Till 6 weeks Activity in favor of the third parties is illegal, each shareholder s name must be entered into the commercial registry, each director s name must be entered into the commercial registry Corporate tax is levied on the total income of resident companies. The main taxes with the company are: corporate income tax (progressive, 30-39%) and VAT ( %) info@goldblumandpartners.com

16 Netherlands An established trading nation, the Netherlands plays an important global role with half of all freight traffic in Europe carried out by Dutch logistic companies. The Port of Rotterdam is renowned, albeit jokingly, as the biggest port of Germany. Establishing a Dutch company enables a flexible multi-purpose tool for corporate structuring. Holding, trading and procurement corporation, commission agent, investment instrument, licensing or management company, the special purpose company these are examples of the application of the Dutch company. Business-oriented legislation and a unique system of preferential taxation, makes the Netherlands a clear leader among European countries for the deployment of foreign business. We will derive the maximum benefit from establishing a Dutch company for any client. Registration of companies and foundations: Checking the availability of a preferable name Preparation of statutory documents Opening a bank account (with e-banking) Registration at the State Trade Register Registration at the Royal Revenue Service and receiving VAT number Additional corporate services: Provision of nominee services (director/shareholder) Provision of the legal address and virtual office Conducting mandatory correspondence with the authorities Processing of official correspondence received in the company name 16

17 Сompany Registration in Netherlands. Legal and Tax Aspects (Besloten Vennootschap, BV) Form of the company: Name: Capital: Shares: Share register: Agent requirement: Legal address: Information, that should be saved in the registered office: Shareholders: Director: Control board: Duration of registration: Disclosure of Beneficial Owner: Disclosure of shareholders: Disclosure of directors: Limitations of company s activities: Taxation: Double Tax Treaty: Balance sheet: Tax returns: Besloten Vennootschap, Private Limited Liability Company Name must distinguish and reflect the company's activity, and end with the letters BV. Using words like Investment Fund/Insurance/reinsurance require appropriate licensing Minimum of 90,000, at least 1 paid on incorporation Bearer shares or preferential shares, inscribed or ordinary shares, each share having a par value in any currency of the world, in case of inscribed shares issuing Any address in Netherlands Register of shareholders, protocols and resolutions, documents on the transfer of shares, administrative and accounting documents. Obligation to keep accounting for 10 years At least 1 shareholder. A company's shareholders may be individuals and/or corporate entities who can be residents of any country residency requirements. But to avoid problems with opening bank accounts, tax registration, getting customs numbers and additional requests from the authorities, we recommend appointment of local directors or EU citizens Approx. 2-6 weeks, activity in favor of the third parties is possible but not recommended, each shareholder s name must be entered into the commercial registry., each director s name must be entered into the commercial registry Corporate tax is levied on the total income of resident companies. The main taxes with the company are: Income up to the amount of 200,000 20%, more 25%; capital gains derived from the sale of shares of the company, in principle, exempt from income tax; the reduced rate of 6% is used for implementation, importation and purchase of certain goods info@goldblumandpartners.com

18 Goldblum and Partners offers individuals and legal entities to use its services to open current and savings accounts in various banks globally. Depending on your needs, it can be well-known banks (UBS, Credit Suisse, Commerzbank, Dexia, Erste Bank Austria, Rabobank), or banks focused on a range of clients (Latvian ABLV, Rietumu, rvik Banka, Baltic IB). Accounts in banks We understand each client has different needs in opening an account: either for savings (deposit) or if you are a trading company, an ordinary current account. They differ from each other in the minimum deposit, value of transactions and the possibility of obtaining additional services for foreign customers. Thanks to our international recognition, you can open an account in the office of Goldblum and Partners immediately, receive a password, internet banking access and account details. We constantly monitor the market for banking services and offer clients advice on the use of institutions to help minimise risk. We provide complete confidential consultation on services, rates and other conditions of each specific institution, based on the experience of our regional staff. Goldblum and Partners adheres to the legislation of the Swiss Confederation and international agreements in the field of anti-money laundering procedures. 18

19 Business immigration Foreigners who wish to run their own business in Europe, after the filing of the declarations and decisions of the competent organizations, tend to get residence permits for 3 years for the purpose of managing their business. After 3 to 5 years, a successful business foreigner acquires the right of permanent residence. For business-immigration opportunities in Germany, you need to register a company in Germany or purchase a ready-made one. The most common form of legal entity is a Limited Liability Company (Gesellschaft mit beschränkter Haftung - GmbH). To register a company you need to pay the share capital in amount no less than 12,500. The money will be held, for a short time, on a special bank account, after which the share capital can be used at the discretion of the founder for the company s needs. We can help the client register a company with already paid share capital, enabling it to start immediately after documents have been signed at the notary. The liability, according to the company s obligations, will come into force only after changes in the Trade register (Handelsregister). Our fees for business immigration in Germany are determined individually per client. After clarification, we prepare a plan of action and make the calculation for its implementation, including registration or buying a company in Germany. Contact us for a free initial consultation, so we can discuss your current situation and future proposals. info@goldblumandpartners.com

20 Johannesgasse 6, 8005 Zürich, Switzerland Alt-Pempelfort 2, Düsseldorf, Germany Institutska Str Kyiv, Ukraine Presnenskaya Nabereznaya Moscow, Russia 20