Company Formation Services
CLD Corporate Services Ltd. has been successfully providing international corporate services since 1999. Our main offices are located in Panama, a prime jurisdiction that has been offering for more than 85 years Legal Services to the Financial and Legal Industries.
Below we provide our clientele with a few of the most popular jurisdictions we offer:
Central, North, South America and the Caribbean
Located off the south coast of Miami, the islands of the Bahamas have been a prime location for the formation of offshore companies. Since the passing of the International Business Companies (IBC) Act in 1990, thousands of Bahamas IBC’s have been created to help manage and protect assets. A Bahamas IBC enables the principal/individual to transact business globally. In addition to this key benefit, forming a Bahamas Company Offshore means complete freedom from tax. Incorporating in the Bahamas means that the corporation, the owner and the shareholders are exempt from all Bahamian taxes and exchange controls for an incredible 20 years from incorporation.
The Bahamas is a stable developing country, dependent on an economy based on tourism and banking. Tourism alone accounts for more than 60 percent of GDP and directly or indirectly employs half the workforce of the archipelago.
The European Union has confirmed that the Bahamas has not been included in the updated list of non-cooperative jurisdictions for fiscal purposes (known as the EU blacklist), which was published on March 12, 2019.
In the Bahamas, the necessary structural changes that were required were presented, which can be considered a milestone in its fiscal transparency regime, sending a message to the international business community that the Bahamas is a place for legitimate business.
- One director is required, who may be a natural person or another legal entity of any nationality or jurisdiction.
- One shareholder required, who may be a natural person or another legal entity of any nationality or jurisdiction;
- Bearer shares are not allowed;
- A registered agent is required;
- No Secretary is required;
- A Bahamian IBC is not liable to taxation in the Bahamas;
- No minimum requirement for the share capital;
- Accounting is required to be kept (anywhere in the world);
- Subject to Economic Substance test;
- Details of public knowledge: name of registered agent and registered address, name and address of the director;
- Non-payment of the government fees would cause the company to be struck off and automatically dissolved.
The Law on Commercial Entities (Substance Requirement) entered into force on December 31, 2018. This law requires that certain legal entities that carry out relevant activities demonstrate an adequate economic substance in said jurisdiction.
The relevant activities are:
- Banking business
- Insurance business
- Fund management business
- Leasing and financial businesses
- Company headquarters
- Shipping business
- Distribution and service center
- Intellectual property
- Any holding company that performs or where one or more of its subsidiaries is involved in one of the activities listed in items 1 through 8.
A company that performs a relevant activity is called an “entity included” and is required to demonstrate that it maintains an economic substance in the Bahamas.
Entities not included under the economic substance regulations.
An entity not included is one that:
- Is a tax resident in another jurisdiction and is administered outside the Bahamas, even if he performs a relevant activity;
- Does not participate in a relevant activity in itself or through any of its subsidiaries;
- It is owned by residents and is managed centrally in the Bahamas, even if it performs a relevant activity.
Cyprus is not a zero-tax jurisdiction, but rather a low tax jurisdiction. This beautiful island located in the Mediterranean Ocean offers an extensive double tax treaty network that makes it ideal when it comes to tax planning and additionally is a member of the EU and thus it will not be frowned upon.
Among the particular features of the Cyprus Company we find:
- The powers and objects of a Cyprus company are contained within the Memorandum of Association and have to be specific. The languages of legislation and corporate documentation are English and Greek;
- The company must maintain a registered office address within Cyprus;
- The company must also appoint a company secretary who, for practical reasons, is advisable to be resident in Cyprus;
- The Company cannot engage in banking, insurance or the provision of financial services to the public unless special permission is granted;
- The Company cannot trade with resident individuals or companies located in Cyprus other than in relation to the maintenance of premises or banking and professional services.
- Company names are subject to the following requirements: names may be expressed in any language that uses the Latin or Greek alphabet if the Registrar is in receipt of a Greek or English translation and the name is not deemed undesirable; Any name that is identical or similar to an existing company name is not acceptable; Any name that implies illegal activity or implies royal or government patronage is not permitted. The following words or their derivatives are restricted: Asset Management, Asset Manager, Assurance, Bank, Banking, Broker, Brokerage, Capital, Credit, Currency, Custodian, Custody, Dealer, Dealing, Deposit, Derivative, Exchange, Fiduciary, Finance, Financial, Fund, Future, Insurance, Lending, Loan, Lender, Option, Pension, Portfolio, Reserves, Savings, Security, Stock, Trust or Trustees. The following names or their derivatives and foreign language equivalents require consent or a license: Bank, Trust, Building Society, Insurance, Assurance, Reinsurance. The suffix Limited or Ltd. denoting limited liability must be included.
- The minimum number of directors is one. The directors may be natural persons or corporate bodies. In order to obtain relief under the taxation treaties signed by Cyprus, the Company needs to be Cyprus resident, and must have a majority of its directors based in Cyprus;
- The minimum number of shareholders is one;
- The details of directors and shareholders appear on the public files but anonymity can be retained by the use of third-party directors and nominee shareholders. Bank references for the beneficial owners must be submitted to the Central Bank of Cyprus. However, this information is protected by secrecy laws;
- The share capital must be expressed in Cyprus pounds. The minimum authorized share capital of a Cyprus offshore company is CYP 1,000;
- For companies wishing to establish a physical presence in Cyprus, the minimum is CYP 10,000;
- The following classes of shares are permitted in Cyprus: registered shares, shares with par value, preference shares, redeemable shares, and shares with no voting rights. It should be emphasized that bearer shares are not permitted;
- Taxation rules imply that by virtue of special provisions in the Cyprus Income Tax Laws, the net chargeable profits of Cyprus Offshore Companies are taxed at a rate of 10%;
- One of the great benefits of Cyprus Companies is that Cyprus has signed a large number of double-tax treaties which provide for reduced or zero withholding taxes on dividends, interest, or royalties paid to a Cyprus Company. There are treaties with Austria, Belgium, Bulgaria, Canada, China, the Czech Republic & Slovakia, Denmark, Egypt, France, Germany, Greece, Hungary, India, Ireland, Italy, Japan, Kuwait, Malta, Mauritius, Norway, Poland, Romania, Russia (including all the CIS countries except for Kazakhstan), Singapore, South Africa, Sweden, Syria, Thailand, UK, USA, and the former Yugoslavia. Double taxation treaties with Kazakhstan and Finland are currently being negotiated;
- License fees are not applicable in Cyprus;
- An annual return giving details of all those who have held shares throughout the year and the current directors must be filed and submitted to the Cyprus Taxation Authority and the Central Bank of Cyprus. In addition, every Cyprus Company must prepare audited accounts and submit these to the Central Bank and the income tax office.
Indian Ocena, Middle East, Asia, and Oceania
Hong Kong is one of the world’s most liberal economies. Hong Kong’s strengths as cited by the Heritage Foundation are its very low level of government involvement in business activities, very low inflation, very low barriers to foreign investment, very low level of restrictions in banking and finance, very low level of regulation.
- One of the major advantages of utilizing a Hong Kong entity is that it will not be perceived as a tax avoidance vehicle, as Hong Kong is a major trading entity in its own right;
- A Hong Kong company is one of the best corporate structures in the world. As well as being an extremely tax-efficient corporate vehicle;
- The tax laws of Hong Kong are extremely simple compared to other onshore jurisdictions and the tax advantages of operating there could be summarized as follows:
- Taxes are levied according to the “territorial principle” meaning that taxes are only levied on income “derived from or arising in” Hong Kong and not on income sourced outside the Territory;
- Some taxes that exist in most jurisdictions do not exist in Hong Kong. Thus there are no capital gains taxes, no withholding taxes, no sales taxes, no VAT, no annual net worth taxes, and no accumulated earnings taxes on companies, which retain earnings rather than distribute them. In the long term, it is intended to completely phase out stamp duty on the sale and issue of shares and securities and to reduce direct taxes further.
- Hong Kong has no double tax agreement with any country, except for a limited treaty with the United States of America relating to shipping matters only.
- The Business Registration Fee, currently USD335 (HK$2,600), is due and payable to the Hong Kong Registrar of Companies within one month from the date of incorporation and then annually on the anniversary of the first payment;
- The standard authorized share capital is HK$10,000. An increase in the authorized share capital above this amount incurs an increase in annual statutory fees. The minimum issued capital is one share of HK$1 each;
- A Hong Kong company must appoint a company secretary, who may be a natural person or a body corporate, but the company secretary must be a resident in Hong Kong. The Company Ordinance prohibits the sole director to be company secretary of the Company.
- Hong Kong companies are required to prepare full audited accounts under the company laws. Also, the audited financial statements are furnished to the Inland Revenue Department together with a Profits Tax Return.
- At least one director is required and full details of directors are filed with the Hong Kong Public Registry. The directors can be of any nationality and be resident anywhere. There is no requirement for board meetings to be held within Hong Kong and directors may be resident anywhere in the world;
- Every Hong Kong Company must have a Registered Office in the Territory to comply with the Companies Ordinance.