Cyprus is an island located in the north eastern Mediterranean Sea at the crossroads of Europe, Asia and Africa. The capital city is Nicosia.
Cyprus gained independence from Britain in 1960 and adopt a presidential system of Government with elections for the President taking place every 5 years. In 1974 Turkey invaded Cyprus and has since occupied the northern 40% of the island. In recent years, access was allowed from the southern Cyprio held area.
The official languages are Greek and Turkish but English is generally spoken and is the language mostly used in business, government and the courts. Laws are based on the English legal system and company law is modeled on the UK Companies Act 1948. Cyprus got full membership of the European Union in 2004.
Cyprus Companies characteristics:
- Local Requirements
As a matter of local company law the company must maintain a registered office address within Cyprus and must also appoint a company secretary which, for practical reasons, must be resident in Cyprus.
- Restrictions on Name and Activity
Names must end with the word “Limited”. The following words and their associated activities can not be used: Assurance, Bank, Building Society or any other words consider sensitive or offensive.
- Companies’ Directors
A minimum of one director is required and details appear on the public file, but anonymity can be retained by the use of 3rd party directors.
- Shareholding
A minimum of one shareholder is required, whose details appear on the public file but anonymity can be taken by the use of a nominee shareholder. Bank references on the beneficial owners must be submitted to the Central Bank of Cyprus but these details are protected by secrecy laws. Bearer shares are not allowed.
- Taxation
Tax is charged on worldwide income at a rate of 10% on profit. As such, Cyprus is a low tax country rather than a no tax jurisdiction. Nevertheless, one of the great benefits of these companies is that Cyprus has signed a large range of tax agreements which can be held to avoid double taxation. Management & Control must be based in Cyprus and this can be attained by the provison of third party directors.
- Annual Reporting
An annual return which gives details of all those who have held shares throughout the year and the current directors must be filed. In addition, every Cyprus company must prepare audited accounts and submit these to the Central Bank and the income tax office.
- Secrecy
Although details of the shareholders and directors appear on the public file, details of the beneficial owners supplied to the Central Bank are protected by statutory secrecy provisions.
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Remark:
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, this information does not constitute legal or other professional advice.
The Cayman Islands are a British colony located in the Caribbean sea, about 500 miles South of Miami, Florida.
Cayman Islands Exempt Companies
The Islands enjoy legal, accounting and banking services and derive political stability by virtue of their connection with the U.K. The legal system is British and the government is leadered by a Governor appointed by the Crown who presides over a Government made up of twelve locally elected members and three senior civil servants who hold ex-officio office.
There is no exchange control and no restrictions on the movement of funds to or from the Islands.
The Confidential Relationships (Preservations) Law 1976 makes it a criminal offence for any person to divulge confidential information to a third party and the Cayman Islands have no double taxation treaty with any other part of the world but have undertaken to assist foreign governments by giving them information where a Cayman Island Company has been used or involved in activities which are mutually considered as criminal. Tax offences would not be covered by this treaty, so no information would be revealed where allegations of tax offences are made.
The Companies (Amendment) Custody of Bearer Shares Law 2001 provides for a licensed Custodian in the Cayman Islands to hold bearer shares to the order of the beneficial owner.
A Cayman Island exempt company has the following characteristics:
- There are no taxes in the Cayman Islands on income, capital gains, profits, dividends, investments or capital transfers.
- The company receives a twenty year guarantee against taxation from the Cayman Islands Government, which may be extended to thirty years on application.
- Shareholders
Only one shareholder is required whose details are not maintained on public record. Bearer or registered shares are permitted. However, bearer shares must be deposited with a licensed authorised Custodian in the Cayman Islands to be held to the order of the beneficial owner. - Directors
Only one director is required whose details must be advised to the company registrar but this information is not available for public inspection. Directors do not have to be resident in the Cayman Islands but one statutory meeting of the directors must be held within the islands every year. This may be done more conveniently by the appointment of proxies. Corporate directors are officially recognized. - Annual Reporting
There is no requirement to file accounts with the registrar. However, an annual return must be filed. The return takes the form of a simple declaration. - Restrictions on name and activity
Exempt companies have no restrictions on names. - Local Requirements
As a matter of local company law the company must maintain a registered office address within the Cayman. - Secrecy
The Confidential Relationship (Preservation) Law 1976 makes it a criminial offense to divulge confidendtial information or to willfully obtain or attempt to obtain confidential information relating to a Cayman Island company. The Law imposes a maximum penalty of a fine of CI$5,000 and/or a term of imprisonment of up to 2 years.
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Remark:
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, this information does not constitute legal or other professional advice.
TCI and BVI are both British dependencies which are preferred for offshore incorporations because they are politically stable and they offer special types of companies – the Exempted company in the case of TCI and the IBC, also known as the International Business Company, in the case of the BVI. Belize and the Bahamas also offer IBC’s.
Caribbean Jurisdictions
BVI is currently the market leader in terms of number of companies incorporated each year due to the extensive and successful marketing of the jurisdiction particularly by lawyers who left Panama during the Noriega regime.
TCI and BVI are both British dependencies and therefore obtain political stability from their close connection to the UK.
Bahamas and Belize are both independent states, so stability is totally dependent upon the state of the internal affairs of that jurisdiction.
TCI companies automatically receive a Certificate of Guarantee against Future Taxation signed by the Governor. This certificate guarantees that the company will not be subject to taxation for a period of 20 years since the date of incorporation. The certificate also guarantees that no tax will be charged on the shares in the company for the same period.
Bahamas, Belize and BVI require that a register of members is kept at the registered office address of the company, while TCI does not impose such restrictions and the register of members may be kept anywhere in the world.
In both TCI and Bahamas there is provision for registering a foreign language translation of the English name at the Companies Registry and for this translation to appear on the original Certificate of Incorporation and registry certified copy of the original Memorandum and Articles of Association. TCI also allows a foreign translation of the Memorandum and Articles of Association to be registered.
In TCI there is no requirement to include the word “Limited” or some derivative in the company name, whereas such must be included in the name of a Bahamas, Belize and BVI company.
In TCI both the Companies Ordinance and the Confidential Relationships Ordinance make it a criminal offence, punishable by a fine of up to $50,000 and a term of imprisonment of up to 3 years, for professionals or others to reveal confidential information relating to a TCI company or its affairs. There are no specific statutory provisions governing secrecy which apply in Belize, Bahamas or BVI although English Law, which applies in all four jurisdictions, does impose a common law duty on professionals to keep the affairs of their clients confidential. Clearly the confidentiality is stronger in TCI.
Companies Structure
Companies incorporated in all four jurisdictions have almost identical structures and administrative requirements:
Directors may be corporate or individual. Only one Director is required and details need not appear on any public record, so secrecy can be retained.
Shareholders can be individuals or corporations.
Shares may be issued in bearer or registered form but in either case no details need appear on the public file. Nonetheless the bearer shares must be delivered to a license custodian and a register of shareholders must be kept at the registered office address of the company
There is no requirement in any of the jurisdictions to file accounts on the public record.
Board meetings may be held anywhere in the world.
No tax is payable in the country of incorporation.
Maintenance is simple and inexpensive, the only requirement being to maintain a registered office address and a local resident representative in the country of incorporation.
There is no requirement that the company state its registered office address or details of its directors on the company letterhead.
Incorporation can be achieved normally within 24 hours.
All four jurisdictions offer good corporate mobility allowing companies to redomicile in and out quickly and easily.
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Remark:
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, this information does not constitute legal or other professional advice.
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