ETC offers comprehensive solutions for the creation of EU-regulated Cyprus-domiciled financial services companies (Cypriot Investment Firms, hereinafter referred to as “CIF”). Such CIFs are licensed to provide brokerage and portfolio management services in the EU and third countries. The major benefit of creation of a CIF is that income derived from the transactions in financial instruments is not taxed, since there is no capital gains tax in Cyprus. Another advantage of CIF is low corporate tax (10%). An investment Firm which is involved in proprietary trading activities (dealing on own account) can also benefit from simplified account opening procedure when establishing counterparty relationships with global investment houses. The process of setting up an account with a reputable counterparty normally takes several days and the provision of copy of CIF license will in most cases be sufficient to start trading activities (NO disclosure of shareholders, provision of certified corporate documents will be required).

Cyprus regulated Investment Firm can provide one or more of the following services:

Investment services:

1) Reception and transmission of orders in relation to one or more financial instruments;

2) Execution of orders on behalf of clients;

3) Dealing on own account;

4) Portfolio management;

5) Investment advice.

Ancillary Services

1) Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management;

2) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the firm granting the credit or loan is involved in the transaction;

3) Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings;

4) Foreign exchange services where these are connected to the provision of investment services;

5) Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments;

Estimated registration time:

Application process normally takes around 6 – 8 months. 2 months should be given for preparation and submission of documents to the Cyprus Securities and Exchange Commission (“CySEC”). CySEC will review the application and grant license within 4 to 6 months period.

Application procedure:

The following main documents will be prepared:

1) Application form in the name of the company with detailed information

2) Application form in the name of shareholders with supporting documents such as passport copies, non-criminal record certificates, non-bankruptcy certificate

3) Organizational structure of the Company

4) Organizational structure of the Group (if any)

5) Business Plan

6) Internal Procedures Manual

Internal Procedures Manual is 50-60 pages documents which describes internal policies of the Company. It is prepared in accordance with MiFID regulations (Markets in Financial Instruments Directive) and takes into consideration various policies such as Conflict of Interest Policy, Best Execution Policy, Risk Management Policy, Business Continuity Policy, etc.

Business Plan is 30-40 pages document which describes Company’s strategy, organizational structure, and includes financial projections for the next 3 years of operation of the Company based on 3 case scenarios (optimistic, pessimistic, expected results)

Our Firm will prepare full set of documents for our Clients.

Apart from obtaining CySEC license, Company should also employ certified professionals for positions of a Dealer, Broker, Portfolio Manager. These persons should hold certificates of Cyprus Ministry of Finance for provision of investment services.

We work with professional partners who have experience in obtaining licenses and have a full understanding of operation of CIF, gained through practical experience. Our services include not only preparation of application package for license, but full support in the set up of business activities such as advice on minimizing costs, outsourcing solutions, renting premises in Cyprus, recruitment of skilled professionals to fill in the required positions.

Company formation Cyprus: Services for complete packages (full service)

The following services are included in our complete packages:

Forming of the company, entry in the commercial register of the country, apostille, notarially certified translations of certificates into English, unless official language

Nominee director: An attorney in the formation country will act as nominee director of the company (to the outside) and transfers all rights and obligations internally to the actual beneficiary (notarial deed of trust). The director does not have any account authority.

Nominee shareholder: a tax office in the formation country will act as nominee shareholder (to the outside) of the company and transfers all rights and obligations internally to the actual beneficiary (notarial deed of trust).

Domicile of the company in the formation country: deliverable postal address, availability by telephone, telephone and fax, mail forwarding service

Account opening: bank account for the company at a renowned major bank in the formation country, internet banking, VisaCard and cheques. Only the founder of the company is authorized to have access to the account.

General power of attorney to the founder: Only the founder receives a notarially certified general power of attorney for the company.

Recommendation of a renowned tax office in the formation country, for book-keeping and accounting

Internet-homepage of the company hosted on a server in the formation country: 5 pages for presentation of services/products, feedback form, imprint, e-mail address. May be extended at any time.

Company formation Cyprus: Our Services within the scope of the Formation Package “Cypriote Limited"

· Please note that our formation package contains the tax identification number and the value added tax ID number, accounting, annual financial statement, as well as the preparation of the annual return and advance turnover tax returns. As such, the otherwise substantial fees associated with a Cypriote tax accountant do not apply (of course your collaboration is required: Presorting of the invoices, cash journal, bank statements etc…) In addition, our formation packages contain:

· Account opening in Cyprus and Delivery and Shipping Service for letters / invoices!

· Formation / Consulting by Tax Accountants and Attorneys at Law

· No “Formation Director” or “Formation Shareholder” Moreover a Cypriot is the Director; the Director is registered and is reachable during the entire agreement term. Provision of Nominees via a Cypriote Law Firm, no “Figurehead Directors”.

· No "Help with the opening of a bank account” on Cyprus (which as a rule means that an account is not opened) rather guaranteed account opening, incl. VisaCard and online banking. You do not have to travel to Cyprus.

· Serviceable postal address, also for registered mail, no post office box

· Upon request free within the scope of the total package: Swiss company and / or personal account at a major Swiss private bank. Our clients are not required to open a branch office in Switzerland, to open a company account in Switzerland, (otherwise a prerequisite). A Swiss account could, for example, be used to “securely park and multiply” Cypriote dividends.

Stock Capital: The recommended authorized capital amount is CYP£ 1,000, unless you wish to commit a larger amount. The business of the company is not restricted to the amount of the authorized capital. The minimum amount of authorized stock capital for the registration of a Ltd. is CYP£ 1,000. In the event, however, the company opens an office in Cyprus (commercially structured organization), the minimum amount is CYP£ 10,000. We would like to point out the fact that this amount does NOT have to be blocked on Cyprus.

Company formation Cyprus: Configuration at the Formation of a Cypriote Limited

1. Director on Cyprus

A production site, a site for the exploitation of mineral resources or construction works whose duration is greater than 9-12 months always constitutes the establishment of a place of business in Cyprus, irregardless of “the place of managerial supervision”. Otherwise a taxable permanent establishment is defined analogous to Article 5 DBA (Double Taxation Agreement) according to the “place of managerial supervision”. Either you - or an agent – relocate your ordinary residence to Cyprus and act as the Director of the Cypriote Limited OR you hire a Cypriote as a Director OR our Law Firm in Cyprus provides for a Nominee Director. By the way, we also provide the possibility to our clients, that a Cypriot acts as an “employed Director” of the Cypriote Limited, with an employment agreement between the Cypriote Limited and the Director, as well as the payment of payroll tax and social security contributions.

Alternative: The non-Cypriote client / founder himself acts as the Director of the company and provides proof that he routinely travels to Cyprus to perform the required ordinary managerial duties (however, this is not feasible in the case of the necessary day-to-day decisions).

2. Shareholder of the Cypriote Limited

The shareholder is due the profits after taxes (dividends). In addition, the shareholder is the owner of the company. Shareholders of a Cypriote Limited can be natural persons, or domestic or foreign companies.

In the event a Cypriote is a shareholder a 15% defense tax is due, when the dividends are distributed or if no dividends are distributed for a period of two years. For this reason we offer a „Nominee Shareholder“ within the scope of our services, more specifically our English Tax Accounting Firm acts as the Nominee Shareholder.

Cyprus provides the advantage, that dividend distributions to a non-Cypriote is not taxed. There are exceptions to this arrangement, which we would like to explain in more detail in a personal setting.

To the extent the client / founder or his company would like to act as the shareholder himself, the following factors are to be observed:

-Does your country have laws analogous to the „taxation of fictitious distributions“, comparable to those in Germany and the USA? Such laws result in the Cypriote dividends being taxed at the shareholder, even if they are not distributed. This is subject to the prerequisites, that the client / founder owns more than 50% of the shares (majority shareholder) and the Cypriote Limited located on Cyprus only generates passive income. In the event such laws exist within the European Union, this is illegal, based on the findings of the European Court of Justice.

If this is the case, the client / founder should “officially” only hold a maximum of 50% of the shares, the other shares should be held on a trust basis.

- Does the EU-Parent-Subsidiary- Directive apply? In the event the shareholder is a company located in the EU and should the company hold at least 15% of the shares of the Cypriote Limited and both companies (Cypriote Limited and Shareholder) are active companies and the interest is evidently set up for at least one year, then the dividends are distributed tax free to the foreign shareholder due to the EU Parent Subsidiary Directive.

Example:

A Danish corporation is the 100% shareholder of a Cypriote Limited. The Cypriote Limited is first taxed at a 10% rate. The dividends (earnings after taxes) distributed to the Danish corporation are tax free. Such dividends are first taxed in the event they are distributed to the shareholder of the Danish corporation, provided such shareholder is an individual.

Please consider, that it is not mandate of a Cypriote Limited to distribute dividends. Moreover, the Cypriote Limited can make investments across the globe, for example: purchase a house in Spain.

Partnerseiten:

Firmengründung im Ausland - Firmengründung VAE - Offshore Steueroasen -

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