HOW CAN WE HELP?
Cyprus company formation and management
We have an experienced, qualified team of professionals who have formed and managed Cyprus entities for many years. Formation of new Cyprus companies can be customized to your specific needs, in particular through drafting of complex legal provisions into Memorandum and Articles of Association or drafting of specific shareholder contracts or other agreements in order to reflect specific arrangements between the principal owners and controllers of the new company in Cyprus.
We can also assist with any special licensing cases – Cyprus companies that by their operational objects require to be licensed and regulated by supervisory authorities such as the CySEC.
Once your Cyprus company is established, your dedicated relationship manager will ensure that your business remains compliant with its formal obligations under the Cyprus laws. Note that sometimes this will require input from You, in terms of providing some information or documents.
In most (but not all) cases, in order to maintain the legal tax-residence status of the Cyprus company, we are entrusted with carrying out significant functions in its management. This routinely involves us serving as directors (members of the management board) in the companies that are put under our care. In case of individual directors, everyone involved in that capacity is an experienced senior manager and usually vetted as “fit and proper” by our financial services regulator.
As far as the general administration of your Cyprus company is concerned, these are the most common functions that we carry out routinely:
- Provide the registered office address and maintain the statutory books and records of the company.
- Draft, process, review and file any corporate documents in order to effect changes of shareholders, directors, secretary or other functionaries of the Cyprus company,as and when such changes happen.
- Prepare and file all mandatory annual returns to the Registrar of Companies.
- Co-ordinate the work with the accountants and auditors so that all financial statements and statutory audits are performed in time.
- Liaise with the Registrar of Companies in all practical matters, in particular when changes need to be registered and new certificates obtained.
- Prepare any current or special resolutions carried by the board of directors and/or shareholders.
- Review, draft and advise on commercial contracts or any intended business transactions, in particular in respect to their compliance with the laws of Cyprus.
Company administration can be hectic – especially when statutory deadlines approach or when a number of complex requests coincide all at the same time. We have therefore invested heavily in systems, software, technical infrastructure and training in order to make our work efficient, reliable and secure.
Legal review and assistance with your existing offshore structure
Chances are, You may already own a foreign company. Perhaps one that You commonly call ‘offshore’.
We can’t know, of course, but your present company may already be in trouble. There’s lots of controversy around these days. Perhaps your company had its bank accounts frozen? Unable to comply with some new rules or requirements? Receiving countless forms and formulars and not even having an idea what they mean?
If so, You are not alone. There are plenty of international business owners nowadays, who have simply been overwhelmed by the onslaught of ‘compliance’ ‘anti-avoidance’ and ‘due diligence’. We know. We help them every day.
We will look into your case, determine the problems, risks and their causes, and find ways to eliminate them. We have qualified lawyers, accountants, and finance specialists with vast international experience. We can start from what You have already built, make it right and take it further.
Accounting and tax advice
Proper accounting is an essential requirement for doing business. It is also increasingly becoming a universal regulatory requirement – even in former ‘offshore tax havens’. We expect that all companies, regardless of where registered, will be asked to produce full financial statements in near future. As a matter of routine, this is already required by most reputable financial institutions from all of their account-holders.
As far as Cyprus companies are concerned, none of that is a problem. This is what we do on a daily basis:
- Routine accounting.
- Production of any financial reports in respect to your company that may be required by You or by the law.
- Handling and filing of transactional documents, such as invoices, orders, statements, bills, payroll and insurance.
- Coordination between customers, debtors, banks, lawyers, notaries and government departments in respect to any business matter of the company.
- Tax Compliance – preparation of annual tax returns, assistance with tax payments and liaison with the Tax Department. This may also include dealing with notices of assessment of tax and objections raised by the Tax Department.
- Preparing a tax opinion in review of an existing or proposed transaction or structure.
- Preparing and obtaining an advance tax ruling from the Cyprus Tax Department.
We have the hardware tools and human capacity to provide these core services quickly and efficiently.
Active management and business substance
The times when the sole owner of an offshore IBC managed all its operations and transactions from his own kitchen are fast becoming part of the history. While this is still possible, such model poses grave personal liability risks for the company owner, especially if he/she is resident in a highly regulated, high-tax country. Such operational model is also increasingly rejected by banks and payment services providers, while financial facilities for such operations are being limited or closed.
We have a team of experienced managers, vetted and approved by financial-services regulatory authorities for provision of professional company management services. We can carry out the transactions and routine administration of a company in a way that is compliant with the tax rules.
One of the persistent “vectors of attack” against offshore companies by the establishment is the requirement for all entities to demonstrate ‘substance’ of their business. In practical terms, this means documentary and practical evidence of actual business premises, communications channels, Internet presence, employed personnell and a rational economic business model.
Company management is an integral part of its substance. If the company does not have qualified directors who are plausibly seen as the actual decision makers – such as, for instance, making the decisions of whether (and how) to retain, invest or distribute the company earnings – then the Company owners may find themselves being challenged by their home-tax authority and the Company may just as well lose its double-tax-treaty privileges and simply be deemed as managed and controlled in that country where the owners reside.
Formally, a company is tax resident of Cyprus if its ‘management and control’ is carried out in Cyprus. The difficulty is really to make it happen in reality, not just on paper.
The Assessment and Collection of Taxes Law of Cyprus contains a general anti-avoidance regulation under which the Commissioner of Taxes may disregard a structure/transaction based upon the grounds that it represents an artificial or fictitious transaction and assess the person or company concerned on the proper object of tax. Cyprus tax authorities will also follow the “substance over form” and “business purpose test”, which may result in any artificial or fictitious structure or deal being re-categorized into what it actually is. These provisions will apply to residents and non-residents, and to any transactions regardless of their geography.
More importantly, “substance over form”-related questions may be raised by foreign tax authorities, during the course of their investigations. To determine if the effective management and control of a company is indeed located where the owners claim it is located (say, in Cyprus), a foreign tax administration or court would want to verify the following:
- Do the company directors possess the appropriate knowledge and the necessary professional qualifications in order to actually manage the company and to make the decisions that are required of them?
- Do the directors in fact consider and take those decisions, or do they simply “rubber-stamp” instructions made by a third party?
Goes without saying that a failure to defend against these allegations will result in the foreign tax authority ‘going after’ the actual controllers and decision-makers of the company in their home jurisdictions.
As far as ‘real substance’ solutions are concerned, there is no standard ‘cookie-cutter’ remedy. Different businesses will require different tools and different level of professional involvement. The bigger the business, the more significant this becomes. Generally, any company that reaches a certain level of size and revenue and wishes to tackle the ‘substance’ issue seriously will need to invest into any or all of the following:
- Dedicated local management and personnell on payroll
- Office rental under a separate contract
- Own lines of communication (not really a problem)
- Dedicated IT infrastructure, appropriate domain and website content
- A ‘story’ and evidence supporting a good economic reason, apart from mere tax considerations.
Generally speaking, the required level of seriousness of ‘defence measures’ for each individual company will depend on the following variables:
- In which country are the company owners resident for personal income tax purposes?
- How aggressive is that country in pursuing its own taxpayers?
- How likely is that foreign country to challenge the new entity?
- Does Cyprus have a routine record of co-operation with that foreign country?
- How big is the company in terms of its gross revenues and net earnings?
- What is the business model of the company?
- What is the business geography of the company?
Obviously, most of these variables tend to develop and change over time. Consequently, the operational structure of the company must also develop and change to address those challenges.
Along the way, we will be there to provide advice, assistance and clear the route forward.
