Technical Insight for
International Business

To the inexperienced trader, ICOs might sound similar to Initial Public Offerings however there are resounding differences between the two. Even with the vast amount of funding being spent and the craze surrounding them, most retail investors have little in-depth knowledge of this ground-breaking fundraising vehicle.

AGENDA: What is a contract?, How is a contract made?, What is required for a legally binding contract?, When does a contract become effective?, Illegal and voidable contracts, Remedies

AGENDA: Introduction To Copyrights, Patents & Trademarks, Nature of Rights, Rental and Lending Rights, Duration of copyright and moral rights, Exclusive rights, the fair use doctrine, Absolute grounds for refusal, Relative Grounds for Refusal, Exploitation and use of trademarks, Limitations, Infringement and possible remedies, Misrepresentation.

AGENDA: Definition of Cryptocurrencies, where we will cover some of the definitions issued by a few regulators and we will provide a the general technicalities of Cryptocurrencies, Cryptography, Blockchain, Distributed Ledger Technology, Legal approach, where we will discuss the regulatory approach towards Cryptocurrency around the world and with special focus in key jurisdictions, Regulatory outlook

AGENDA: Panama Papers: details about what happened and why, Offshore companies: are they legal?, Mossak Fonseca, Worldwide reaction & response to the leak, Consequences: cause & effect, Further implications, What to do after the leak, implications to the offshore world and service providers. Tax planning in a new context, How can ECS help?

AGENDA: Why did Trusts & Foundations gain popularity?, Modern offshore trust legislation was created following a demand from High Net Worth Individuals (HNWI) looking to protect their property, Trusts, What is a trust? Common Law view: fundamental principles, Trusts in Modern Offshore Trust Legislation, Use of Trusts in asset protection as well as succession of wealth and distribution, Foundations, When is a Foundation used instead of a Trust?, Foundations: creation and management.

AGENDA: Relevant legislation requirements, What is Know Your Client and the KYC Procedure, KYC Procedure – Client Acceptance Policy, Categorization of Customers, What is Due Diligence

AGENDA: Criteria for choosing your bank, Corporate Bank Account Opening, What you need to know for each jurisdiction, Corporate Bank Account Maintenance & Bank Transfer Fees, Costs, Why Banks are closing Corporate Bank Accounts, Voluntary closing of a Corporate Bank Account

AGENDA: Types of companies in UK and governing law, Part I: Limited Liability Company: General overview, Registration procedure and standard documents, Company management, Annual maintenance requirements (Annual Returns/Tax Return/Accounting and Audit requirements), Strike off, dissolution and liquidation, Limited Liability Partnership, General overview, Registration procedure and standard documents, Company management, Maintenance requirements (Annual Returns/Tax Return/Accounting and Audit requirements), Liquidation and insolvency, Limited Partnership, General Overview (England VS Scotland), Main characteristics and annual maintenance requirements, Part II: Short Tax overview: LTD/LLP/LP, Examples of most common international structures

AGENDA: The division of power between the board of directors and the shareholders, Types of directors, their appointment and removal procedures, The purpose and extent of directors’ duties including to whom directors owe their duties, Nominee directors and risks that may arise, The regulation of directors contracting with their companies, The remedies and reliefs for breach of duty

AGENDA: Shareholders: appointment & requirements, Officers’ duties, roles & responsibilities within a company, Company Directors their duty within the company, Distribution of profit, capital & duties within a company, Ultra vires: common law, modern legislation, Company Officers: Secretary & Registered Agent, Company Secretary: powers & potential liability.

Notional Interest Deduction or NID is an estimated expenditure offered to all Cyprus-resident companies (including non-resident companies with a permanent establishment in Cyprus) against their taxable profit resulting from application of new equity introduced in their share capital.

Whilst remaining fully compliant with the OECD recommendations and EU regulations, Cyprus has addressed challenges to its tax structure through strong legislative updates

See below the considerations that should be established to ensure you have taken the necessary steps to protect yourself and your new business in 2018.

AGENDA: An in depth look at Corporate Governance, Annual general meeting (AGM): frequency, requirements & agenda, Convening & recording attendance during a general meeting, The voting procedure, Quorum, role of the Chairman, Motions & resolutions decision making process, Director Meetings, Written Resolutions, what are they?

The bank’s obligations to keep the bank secrecy are usually implied within client contracts. The contract does not protect the client when a third party has retained and disclosed confidential information, whether it happens accidentally, with the intention or with consent.

AGENDA: Definitions, Regulatory framework in the U.S., Regulatory framework in the E.U., Regulatory framework in Singapore

AGENDA: General information on Hong Kong, Company registration procedure and types of companies in Hong Kong,MCompany corporate documents, First directors, shareholders and company secretary, Nominee service, Compliance regulations, Options to liquidate a company

AGENDA: Corporate Tax, Personal Income Tax, Real Estate Tax, Stamp Tax, Other taxes (are not covered in this presentation)

AGENDA: Main criteria for choosing of a bank, Corporate Bank account Opening, What you need to know for Singapore as jurisdiction, Main requirements for a bank account opening in Singapore, Corporate Bank Account Maintenance, Automatic exchange of Information, Closing of Corporate Bank Accounts in Singapore

Application of a manual process could work when managers have the persuasive skills and time to carry busy employees with them and apply the rigour required to consistently apply invoice approval and coding practices. Alternatively, the process can be significantly improved by introducing software.

AGENDA: Part I: Definition, types and certainties of a trust, Part II: Analysis of the Cyprus International, Trusts - Conclusion

AGENDA: Characteristics of a Company, Company formation & related issues, Separate Legal Entity: meaning and relevance, The corporate veil, Share Capital, Company constitution, Company objects

AGENDA: Eltoma Corporate Services in Singapore, Companies in Singapore, Company incorporation, Company maintenance, Tax treatment, Key benefits

Representatives from the troika of Cyprus’ international lenders recently visited Cyprus for conducting their 4th post-scheme investigation following the islands recent withdrawal from the economic adjustment programme as agreed with the terms of the bailout.

Money laundering is the act of transforming money or other money obtained as a result of any illegal activity, in money or investments that appear legal, so that their illegal source cannot be traced.

The European Commission proposed an ambitious and comprehensive package of measures to tackle non-performing loans (NPLs) in Europe, making the most out of the promising progress already made in reducing risks in the banking sector.

AGENDA: Forms of Business Entities, Incorporation Procedure, Company documents, Director and Secretary of the Company, Shareholders and types of shares, Know Your Client (KYC), Filing Requirements for Companies, Liquidation & Strike Off

The British High Commissioner outlined the processes currently being followed within government to prepare for the Brexit negotiations in order to find an outcome for the UK nationals living abroad in Cyprus.

AGENDA: Cyprus vs. Singapore, Tax systems overview, Main tax principles in Singapore, Tax exemption of foreign income, Tax exemptions for the newly incorporated companies (Start-Up Co), Tax Residency Certificate, Administration of tax system in Singapore, Calculation of Estimated Chargeable Income (ECI), Minimizing of taxes and avoiding of taxation, Goods and Services Tax (“GST”), How to use the company in Singapore

ICOs create wide-ranging implications for Bookkeepers and Accountants, opening up opportunities for a range of new services however also raising attention towards moral issues, ethic and other potential security risks.

AGENDA: The Scheme & the Benefits, The Criteria & the process, Documentation required, How Eltoma can assist

Cyprus is a European country that is attracting the most interest from critics of the scheme due to Cyprus being the jurisdiction granting the highest number of passports. Opponents of the scheme are also alluding to the prospect of using potentially recycled or laundered funds to keep Europe a float.

Malta and Cyprus undeniably have the most favourable citizenship by investment programmes in Europe. This article will compare the passport programmes on offer by Cyprus and Malta, as well as the differences in the tax regulations for both countries.

Agenda: Requirements for the Registration Certificate Application, Where to apply: the immigration buildings & office contacts, The full application procedure, What documentation and information do you need to bring?, When do you need to apply for your yellow slip?, Rights for family members and other dependents, When your family are citizens in a EU or EEA member state, Employed and self-employed applicants, Retired and non-working applicants, Validity Period of Registration Certificates, Using an agent.

Following Circulars No.2011/11 and No.2011/5, this article will explain what a “dormant company” is, its symptoms and consequent requirements. The following is an extract from PART 1.7 of the “Company Income Statement” form (EP 4), whereby a definition of a dormant company is considered to be a company that meets certain conditions.

AGENDA: Advantages & Disadvantages of UK life, Advantages & Disadvantages of Cyprus life, The Cyprus Island Divide: Reunification prospects & what it means in 2018, Cost of living comparison: basics, What constitutes quality family life?, Why do so many UK expats relocate to Cyprus?, Buying a holiday or second home in Cyprus? Main considerations, Considering retirement in Cyprus?

AGENDA: Tax Residency – general application, Cyprus Tax Residency rules, General Rule VS “60 Day” Rule, Procedure to obtain Cyprus Tax Residency under “60 Day” Rule, Main tax guidelines for Cyprus Tax residents

The so-called golden visa scheme has been a major reason behind the economy's return to growth, economists say. At first, the investment scheme required an overall investment in Cyprus of €5m, some of which had to be in property.

Berlin-based non-governmental organisation Transparency International are putting pressure on the European Commission to create plans to allow for reporting and full disclosure of all passport schemes of member states that allow foreign investors to acquire either EU citizenship or residence permit.

AGENDA: Personal income tax, Special contribution, Corporate tax, Back to back loans, Annual levy, Special defense contribution tax, Capital gains tax, Immovable property tax

Reaching the 100 clients mark means this is more work than any one person in the company can keep track of, and the business must have a significantly larger budget. In terms of marketing this is huge, as the company now has access to real client data and general branding activities.

Demand Generation marketing efforts refer to the various marketing approaches companies of different sizes and stages of commerce need in order to drive attention and interest in products & services, to acquire clients. Essentially what turns a good idea into a sustainable business.

As companies develop and grow, in turn so their marketing priorities and budgets. What is required to obtain the first 10 clients will be entirely different to the first 100.

At the request of a Cyprus company’s Shareholder, where it is proven that a more comprehensive investigation is required regarding a company’s activities, the court can issue a declaration of investigation by an inspector appointed by the Cyprus Council of Ministers.

AGENDA: Eltoma Corporate Services in Cyprus, Companies in Cyprus, Company incorporation, Company maintenance, Tax treatment, Key benefits

This article will examine the role of a Director and his duties and liability insurance and D&O insurance liability accordingly with reference to the relevant case law.

The audit exemption is applicable if it is a private company with an annual revenue of SGD $5 million or less. This approach is being replaced by a new small company concept which will also determine exemption from statutory audit.

The following article will answer some commonly asked questions regarding Singapore small company auditing requirements and exemptions from ACRA.

As a result of the ACRA Amendment Act in 2014, Registered Filing Agents and Corporate Service Providers now have to conduct independent Anti-Money Laundering / Countering the Financing of Terrorism (AML/CFT) reviews as part of their annual audit reviews.

We have compiled a list of answers to common questions regarding SLAs and basic tips on how your organisation or business can create effective SLAs with any vendors or business partners.

Cryptocurrencies have exploded in popularity in recent years. As a result, there is renewed interest from regulators in Singapore, the United States, Japan and China to have oversight in the cryptocurrency space and curb the potential of widespread money laundering and fraud.

AGENDA: The Cyprus registrar of companies, The types of Cyprus companies, The KYC rule, Nominee service, Company incorporation procedure, Company maintenance and financials, The methods of dissolving a Cyprus company

Initial Coin Offerings (“ICO”) have gained increasing attention by cryptocurrency users, the media and the regulators. The rising price of Bitcoin, one of the most widely known and used cryptocurrencies, along with fraud scandals in different countries, have raised attention by the public and concern by the regulators.

The requirement to file and maintain a list of Directors and Beneficial Owners for all Seychelles companies or “IBCs” registered under the International Business Companies Act 2016 has been introduced to as a way to increase the transparency of all Seychelles international businesses for tax and money laundering purposes.

There are many factors that influence an investor to obtain a second citizenship in another country. Aspects such as relocation, retirement, security or even long-term plans for future generations are all benefits and considerations in the prospectus for investment. Several countries now offer this option through different investment schemes.

In an attempt to recover the approximate 600B euros lost within various EU countries to tax evasion schemes each year; the European Union has released its first official blacklist naming 17 jurisdictions that have failed to meet international standards of implementing sufficient regulations and transparency measures.

One of many legal disputes resulting from the recent infamous Kazakhstan BTA bank fraud case has shed new light on a little-known immigration scheme colloquially known as the golden visa scheme and officially called a Tier 1 Investor visa in the UK.

This article details a beginners guide to capital statements; what to include in them, what the figures mean and how to understand and interpret them; avoiding common pitfalls many individuals experience along the way with filing their own.

Cyprus Minister of Finance Mr Harris Georgiades released a statement condemning critics of the Cyprus passport by investment programme that has seen raise over €4 billion since the launch of the scheme in 2013 which was implemented to attract foreign investment to mitigate damage in light of the banking crisis.

There are two types of VCCs in Cyprus; UCITS which we will discuss in the following article, and AIFS. A UCITS shall take the legal form of a limited liability company, its name shall include the reference: “Variable Capital Investment Company”, and it shall be in compliance with the provisions/requirements of the Law 78(I)/2012.

There are two types of Variable Capital Companies in Cyprus; UCITS and AIFS. Read on to find out more about Alternative Investment Funds.

A Cyprus Company Director may be found liable by the Inland Revenue or Customs & Excise with regarding tax related issues. As per the legislation, the Inland Revenue or Customs & Excise may personally prosecute the Company Directors who are involved in any taxation offence(s) or related financial matters.

An individual is not regarded as a shadow Director solely because the Company Directors act on the advice given by that individual in a professional capacity. There are various exceptions and whether or not a person is a shadow director is a question of fact and dependent upon all the relevant circumstances.

Among the number of amendments to the Companies Act, the provisions for the inward re-domiliation regime are arguably the most important in further boosting Singapore’s character as a business hub.

the Singapore Government amended the Singapore Companies Act 2017 which introduced an inward re-domicile (or relocation) regime in an effort to boost Singapore’s attractiveness as a business hub.

All Hong Kong businesses providing Trustee Services will not be able to operate without a valid trading license after March the 1st 2018. The new scheme is designed to better regulate individuals carrying out services within the financial sphere in Hong Kong and will be overseen and administered by the Hong Kong Companies Registry.

In this article, we will try to succinctly describe the technical and legal characteristics of Cryptocurrencies. The understanding of Cryptocurrencies is crucial for today’s modern payment services and investment opportunities around the world.

Belize has amended its International Business Companies Act. These changes were to maintain its financial services industry in the increasingly regulated international market & meet the OECD white list requirements.

As per new legislation, every company incorporated in Hong Kong will be required to keep and maintain a register of all persons who have significant control of the company. The record must be updated as required and kept at the registered company address, even if there are no persons of significant control.

In a bid to rebuild the dwindling economy in Cyprus shortly after the financial crisis four years ago, the government launched a passport-by-investment program to temp wealthy foreigners with citizenship in exchange for an investment of no less than €2 million into the Cyprus economy.

As per new legislation, every company incorporated in Hong Kong will be required to keep and maintain a register of all persons who have significant control of the company. The record must be updated as required and kept at the registered company address, even if there are no persons of significant control.

The Cyprus banking sector is struggling with the overwhelming level of NPLs, no matter the efforts exerted by the main banks in Cyprus by following conventional banking models to balance their profit/loss reports, NPLs remain to be the proverbial hole in the bucket. More radical and revolutionary approaches and actions should be considered by banks and lenders in Cyprus.

Regardless of an individuals’ status of tax residency or domicile, an expat relocating to Cyprus from overseas qualifies for one of 2 income tax reductions on revenue generated from legitimate employment.

The requirement to maintain a register of people with significant influence or control, more commonly known as the PSC register was introduced to mandate all unlisted companies in the UK, including LLPs and dormant companies to maintain a register identifying those with significant control over a company.

This year, the Republic of Cyprus ratified The Hague Conventions’ definition of the legislation applicable to trusts and furthering the regulations surrounding their recognition. Cyprus common law now recognises trusts as a unique legal institution under equity.

The Monetary Authority of Singapore has released its plans to further control and regulate the current elusive virtual currency market and intermediaries that facilitate their online trade in Singapore. The anonymity surrounding so-called crypto currencies such as bitcoin raises questions over potential money laundering & terrorist financing risks.

ACRA have released new guidelines introduced to update the current system, bringing it transparently in line with other jurisdictions; going forward, businesses will be offered a copy of their business profile and the amount of information available for public use will increase substantially.

A Creditor may apply to court for the issuance of a liquidation order against a company that does not comply with a demand notice to pay any outstanding debts. The notice of demand is served to the registered office of the company, who then has 21 days to pay the fine.

Gibraltar is working to implement all EU legislation relating to the 4th Anti Money Laundering Directive into national law, in addition to the current EU legislation on financial supervision and direct taxation, and to this affect, the Government of Gibraltar have established a Central Register of Beneficial Ownership that will be effective from June 26th 2017.

The EC (European Commission) has published its draft legislation compelling financial service providers or intermediaries to disclose any international tax planning schemes they have encouraged, enabled or assisted in any way.

The OECDs global tax transparency initiative was launched last year in April 2016, with the purpose of encouraging every jurisdiction across the world to commit to implementation of a CRS (Common Reporting Standard) for automatic exchange of information by 2018, and to sign the Multilateral Convention on the exchanging of tax data.

A formal enquiry into the Panamanian law firm Mossack Fonseca has been launched by the European Parliament’s Committee, which found gaps in beneficial ownership transparency for trusts and fiduciaries and didn’t meet the EU standard.

The 2017 G20 leaders’ summit took place in Hamburg last week where the European Commission Council and leaders discussed the priorities and primary projects for the upcoming summit. EC President Jean-Claude Juncker has stated that advancing the global combat against tax evasion is top of the list.

The European Commission has recommended the implementation of a new regulation regarding companies or intermediaries who promote or design cross-border tax planning schemes will going forward be required to provide full disclosure to the tax authorities of their relevant jurisdiction within five days of offering them to clients.

A new regulation will require certain British Virgin Islands companies to gather and retain details of Beneficial Owners with 25% or more of the company’s shareholding rights, with an ongoing requirement to keep the details up to date.

The Finance Committee in Cyprus discussed the long-awaited and somewhat revolutionary new competition law that allows foreign individuals to have the possibility of obtaining Cyprus tax resident status while on the island only for 60 days in any calendar year.

Hong Kong finalised and signed an agreement with Indonesia to allow for the automatic exchange of financial information (AEOI) regarding all tax matters.

The legislation for Scottish Limited Partnerships have changed regarding the disclosure of information. Going forward, Scottish LPs will have to register all information about PSCs and Business Owners with the UK Companies House from July 24th 2017.

Significant changes to the commercial and company law in Singapore have come into effect. The changes to the Singapore Companies Act will hopefully make business entities more transparent as well as mitigating the risks of money laundering and terrorist financing.

The following article is intended to highlight the stages involved in the visa application process for Russian citizens wanting to immigrate to live in the UK. There are many different ways to apply, depending on each applicant’s circumstances and requirements.

The Government in Panama officially approved Law Number 52; legislation which creates the regulatory framework for the implementation regarding automatically exchanging tax information, in a further attempt to comply with global regulations for tax transparency, and to be fully in line with all supervisory and compliance matters.

The Foreign Account Tax Compliance Act well known as FATCA is becoming increasingly important and has as its main initiative the monitoring of the financial accounts of the persons who live outside the United States or whether US citizens, currently residing in the US or not, have earnings they do not report to the Inland Revenue Department.

Officials from the British Virgin Islands have come together to clarify various filing deadlines as per the automatic exchange of information systems in a press release.

Overseas companies may register a branch in Cyprus, according to the Companies Law, Chapter 113, regulated by section 347. A branch will not essentially consider as being a new legal entity in Cyprus.

To Brexit or not to Brexit – this has been the question of the year for Britain and with the referendum taking place imminently, just two options remain: leave the EU or stay in.

Selection of an MIS can help increase understanding and control in an organisation and can be scaled to suit the complexity of most modern businesses. If the right MIS is selected and it is implemented correctly it can provide a competitive advantage for the organisations utilising it.

When expanding your business overseas, not only do you have to comply with International Financial Reporting Standards (IFRS) and accounting standards, thought must also be given to the specific jurisdictions own rules and regulations.

A Limited Partnership registration in Scotland offers different advantages than other company structures in the UK. Scottish LPs are considered a legal entity and as a result can hold assets in their own name, as well as having significant tax benefits that differentiate them from the structures available in England & Wales.

Immigrants wishing to live work or study in Cyprus are required to have either a valid work or residence permit. Fines may be imposed on anyone found to be employed in the country without valid and up-to-date paperwork. Citizens of any EU country can freely enter Cyprus with the correct passport/ID card.