Should you need an offshore vehicle for you investment project or any other purpose – we will advise what best suits your purpose. More often the so called “substance” will have to be created for the offshore legal entity that has no physical operations.
All of the offshore jurisdictions offer at least one type of company but often they offer several types of company. The different types of company vary from jurisdiction to jurisdiction offering different tax benefits and limiting some activities. Companies are most commonly limited by shares or by guarantee, some are hybrid companies that are limited by both shares and guarantee.
Offshore companies are used predominantly to:
Protect assets in different jurisdiction by establising a holding company
Transfer the ownership or sell/buy shares with greater confidence
Execute shareholder and other agreements under foreign law
Separate personal debt from business debt
Limit liability and provide anonymity
Raise capital and plan rates/taxes
When you own stock in Russian entities, either as a stockholder in a Russian corporation or a member of a Russian limited liability company, profits earned in Russia may be paid to investors as dividends. Stockholders may declare profit distribution on a quarterly basis, every 6 months or annually. Please note that foreign investors may be subject to double tax treaties entered into between Russia and their state of residence. Many tax treaties allow foreign investors to pay income tax on dividends in the state of their residence. If foreign investors – either non-residents or foreign business entities – decide to pay tax on dividends in Russia, they should pay 15 % income tax on distributed profit.
For borrowing capital bear in mind that Russian thin capitalization rules limit the deductions for interest payments by imposing a debt to equity ratio of 3:1. If interest on any debt exceeds the threefold ratio to equity, it will not be deductible for tax purposes.
Controlled Foreign Companies (CFC)
Exemption from CFC taxation set out in paragraph 7 of article 2513-1 the Tax Code of Russian Federation. One of these conditions is the residence of a CFC in the country (territory) that facilitate the exchange of information for tax purposes with the Russian Federation.
The List of States and Territories not providing exchange of information for tax purposes (active as of January 1st 2018)
By order of Russian FTS (Federal Tax Service) from 30.09.2016 № MMV-7-17/527@ of the FTS of Russia approved is the following List of States (territories) that do not provide for the exchange of information (which takes into account not only the presence of the proper agreement, but the existence of negative practices of interaction with competent authorities of foreign States on the exchange of information):
The list contains
excluded and new state and territory (compared to original draft document) that do not provide adequate exchange of tax information with Russia, so it is used in order to impose the obligation to pay the profit tax of foreign companies (CFC) controlled by Russian taxpayers in Russia. If the state or territory where the controlled foreign company (CFC) operates is included in the list – then a tax credit cannot be applied (i.e. the controlling Russian resident will have to pay Russian tax on the profits of this CFC).
Not later than October 1 of each year Federal tax Service of Russia will revise the list to reflect the changes in the international regulatory framework and practice of exchange of tax information with specific countries. We suggest using some of these jurisdictions for holding companies owning (Maltese or Cypriot companies as example) especially if you have accounts in European banks.
|State / Cost of Registration||Territory / Cost of Registration|
|1. Abkhazia||1. Anguilla / 2250|
|2. Austria||2. Aruba|
|3. Angola||3. Bermuda|
|4. Andorra / 9800|
|5. Antigua and Barbuda / 2950||5. Virgin Islands (USA)|
|6. Afghanistan||6. Gibraltar / 3390|
|7. Bahamas / 2600||7. Greenland|
|8. Bangladesh||8. Guam|
|9. Barbados||9. China: Hong Kong / 2500, Special Administrative Region (Hong Kong SAR), Macau / 5200|
|10. Bahrain||10. Comoros Union: the island of Anjouan|
|11. Belize / 1790||11. Malaysia: Labuan Island|
|12. Benin||12. Montserrat|
|13. Bolivia||13. Curacao (Dutch part)|
|14. Bosnia and Herzegovina||14. The Republic of Niue|
|15. Brazil||15. Puerto Rico|
|17. Burkina Faso||17. Cook Islands|
|18. Burundi||18. The Turks and Caicos Islands / 2250|
|19. Bhutan||19. The individual administrative units of the United Kingdom of Great Britain and Northern Ireland, Isle of Man and the Channel Islands (Guernsey / 11700, Jersey/ 12330, Sark, Alderney)|
|20. Vanuatu / 3250||20. St. Maarten (Dutch part)|
|21. United Kingdom||21. Taiwan / 8150|
|22. East Timor||22. Faroe Islands|
|32. The State of Palestine|
|36. Dominica / 2100|
|37. The Dominican Republic|
|45. Cape Verde|
|52. Costa Rica / 4500|
|53. Côte d’Ivoire|
|58. Liechtenstein / 12900|
|65. The Marshall Islands / 2200|
|68. Monaco / 7900|
|75. The United Arab Emirates / 3000|
|79. Panama / 2700|
|80. Papua – New Guinea|
|85. El Salvador|
|87. San Marino|
|88. Sao Tome and Principe|
|90. Seychelles / 1390|
|92. Saint Vincent and the Grenadines|
|93. Saint Kitts and Nevis / 1990|
|94. Saint Lucia / 2390|
|95. Solomon Islands|
|99. Sierra Leone|
|103. Trinidad and Tobago|
|108. The Federated States of Micronesia|
|114. Equatorial Guinea|
|118. South Ossetia|
|120. Southern Sudan|
If you want to protect your business from infringement by third persons to prevent conflicts with the tax authorities or to give the company the right to inheritance, you can use bearer shares. In this case, the stock does not specify the name of its owner. There are a number of offshore jurisdictions that permit the issuance of bearer shares. These include offshore zones in Panama, Seychelles, Switzerland, and British Virgin Islands. The bearer shares of the beneficiary are issued for the person who creates and owns of the company.
Another safe way to use offshore jurisdictions is when ownership of shares issued for the nominee shareholder. They are drawn to the individual or legal entity that will own these shares formally in favor of the beneficiary. In fact, ownership of the company will belong to its real owner. In this case nominee shareholders and the beneficiary enter into a trust agreement, which lists the basic rights and obligations of both parties.