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Permanent Establishment
A person resident in a state and carrying on business in the other state will be taxed in the other state only if he has a permanent establishment there. Permanent establishment essentially means substantial presence, eg a place of management, a branch, an office, etc. It also includes a building site or construction or assembly project lasting more than 9 months.

Dividends
Dividends may be taxed in the source country at rates not exceeding: 5% if shareholding is at least 10%; 15% otherwise. However, Mauritius does not levy tax on dividends paid by resident companies.

Interest
Interest may be taxed in the source country at the rate applicable under its domestic law but is tax free under certain conditions, eg if paid to the government of the other state or its agencies or to a bank resident in the other state or if the debt-claim is approved. Under Mauritius tax law, interest paid by a company holding a Global Business Licence Category 1 or a bank holding a Category 2 banking licence to a non-resident not carrying on any business in Mauritius is tax exempt.

Royalties
Royalties may be taxed in the source country at the rate not exceeding 15%. However, under Mauritius tax law royalties paid by a company holding a Global Business Licence category 1 to a non-resident are exempt from tax.

Capital Gains
Gains from the sale of shares are taxable only in the country where the shareholder is resident. While Mauritius does not levy capital gains tax, any gain or profit from the sale of securities or units is specifically exempt from Income tax.

Relief from Double Taxation
Double taxation is avoided by means of a tax credit allowed for tax paid in the other state. The treaty as well as Mauritius tax law provide for credit in respect of underlying tax relating to dividends and tax sparing relief for tax exemption or reduction granted by a state.
Mauritius GBC2 takes on average 2 days to incorporate. A GBC 2 is better for holding and managing private assets as it provides better confidentiality by structuring the shareholding through nominee shareholders. The GBC 2 is non-resident for tax purposes and therefore is a tax exempt entity and cannot avail itself of the relief under the DTAs in force in Mauritius. A GBC2 is normally incorporated within 24 to 48 hours.

Key Features

No minimum capital requirement / Can be incorporated with one director and one shareholder /No need for resident director / Shareholders or directors can be natural persons or body corporate / Shareholders or directors meetings may be held in or outside Mauritius / Not required to appoint auditor or company secretary / Must have a resident agent (Offshore Management Company) / Must have a local registered office / Not required to submit audited accounts.

Mauritius offshore global business category 2 companies are similar to BVI or Belize IBCs where there are no taxes on any income generated and they are not allowed to work with Mauritian people or businesses with limited exceptions e.g. using a Mauritian bank. Mauritius offshore global business category 1 are very commonly used for investment in India due to the feverable tax treaty that exist between Mauritius and India. An Ordinary Mauritius company bears a Mauritius tax rate at 15%, Mauritius GBC 1 bears an effective Mauritius Tax rate at 3% while taking advantages of all the double tax treaties and Mauritius GBC 2 bears no Mauritius Tax at all. Fides Partners Limited can help you opening Bank Accounts in Mauritius hence helping you to deal with Mauritius Banking. Mauritius companies now have a very attractive Mauritius law on Mauritius business strengthening Mauritius Investment and Mauritius Finance. Belize Offshore company

Belize is an independent country near Mexico with no capital gains tax or inheritance tax. The tax advantage is for non-residents where their Belize company is not subject to any taxes as long as the income has been generated outside Belize. Formation of a Belize IBC (international business companies) means no tax would be paid on any income generated by the Belize company from overseas activity.

Belize also has a special tax rule for individuals who are resident but not domiciled there: you only pay tax on income derived in Belize. Income is therefore exempt from tax for most immigrants who usually keep their money invested offshore.

With Fides Partners Ltd you can register a Belize company formation, form an offshore Belize company and set up Belize offshore bank accounts. Belize offshore companies provide you with the anonymity that you would normally require when setting up offshore companies. Belize business through Belize offshore companies are quite useful since you only pay tax on trade in Belize but not that done outside the country. We can also help you open a bank account in Belize and take advantage of Belize banking rules and regulation which are less than many other countries. Belize Offshore formation or Belize offshore incorporation is quite simple and the process normally takes 3 - 4 days. Any changes made about the Official(Directors, Shareholders and Secretaries) of the Belize IBC are also very quick and easy.

BVI offshore company

The British Virgin Islands are one of the most famous tax heavens in the world. BVI IBC companies are wholly exempt from paying BVI tax. In BVI there is no Capital Gains tax, Income tax, Corporations tax, Inheritance tax nor sales tax. BVI uses the same rules as the UK to decide if a company is resident in the BVI or not. Any company that is incorporated there or is managed and controlled from there is treated as BVI resident

BVI offshore company (IBC) incorporation services allow you to form BVI companies and set up BVI offshore bank account. (BVI offshore company formation). Incorporating a BVI company. We can also help you setting up a BVI fund. The BVI government duty is $350. The BVI legislation or law has a very favorable tax advantage towards BVI offshore companies or BVI Corporation.
Offshore companies - Seychelles

Offshore company formation in the Seychelles is governed by the International Business Companies Act 1994. A Seychelles IBC can take between 2 and 5 days to incorporate and receive the Certificate of Incorporation. The IBC can be named in any language but official translation into English or French is required if the name is not already recognised in one of theses languages. The company name must end with a word indicating limited liability status e.g. Limited, Ltd, Corp, Corporation or S.A (Societe Anonyme). As in any country certain names will not be accepted, these include words such as Government, National, Seychelles, Bank, Chamber of Commerce, Trust, Foundation etc.

In order to be able to incorporate a company in the Seychelles you must have a registered office based in the Seychelles (Fides Partners Ltd can provide this for you). A Seychelles company is flexible in terms of the capitalisation (no minimum or maximum capital requirements) shares (with or without Par value) and the shareholders and director. Only one director and one shareholder are required and they can be the same person (or corporate entity) of any nationality resident in any country. Fides Partners Ltd can provided nominee director and shareholder offshore services if required.

After incorporation a Seychelles IBC does not need to hold an annual general meeting of shareholders, if such a meeting is held this can be done anywhere in the world and by any means e.g. via telephone. Annual accounts are not required to be prepared or filed and there is no requirement to have an auditor.

A SEYCHELLES IBC IS EXEMPT FROM TAX AND DUTY ON ALL INCOME DERIVED FORM OUTSIDE OF THE SEYCHELLES. A Shareholder of an International Business Company in the Seychelles is also except from paying tax on income or profits derived from the IBC. The IBC is also exempt from paying any stamp duty on transactions related to its business e.g. transfers of property.

An IBC may engage in any legitimate business in any country and in any currency but MUST NOT engage in business with residents of the Seychelles or own real estate in the Seychelles, even though residents of the Seychelles may be shareholders in the IBC. It must not carry on business in banking or trust and insurance or re-insurance business except if the appropriate license is granted and it must not provide company management or registered offices for Seychelles IBC's. However, Seychelles IBC's may have professional contact with local lawyers, accountants, investment advisors, etc. and hold bank accounts within the Seychelles. The IBC can hold meetings of shareholders and/or directors in the Seychelles and own shares in other Seychelles Companies under the IBC Act or the 1942 Companies Act. The IBC is also permitted to hold documents in the Seychelles and can lease premises where these documents are stored. An IBC can also own government or central bank securities and vessels or aircraft which are registered in Seychelles.
Delaware LLC
Incorporating or Forming a Delaware Limited Liability Company

Delaware is a very favourable place to do business; approximately 60% of US publicly traded companies are incorporated in Delaware. Anyone, anywhere in the world can incorporate a Delaware LLC without ever visiting the state of Delaware. There is no residency requirement for directors, officers or shareholders of a LLC in Delaware. One person can hold all positions within the company and be the sole owner of the company.

Companies that are incorporated in Delaware but do not operate their business within the state of Delaware do not file Delaware state corporate income tax returns. There are no taxes on Delaware capital shares or stock transfers or state inheritance tax on stock held by non-residents of Delaware. There is no minimum investment required to form a Delaware corporation or LLC. Therefore Delaware LLC incorporation offshore provides a good option for tax planning.

As from 1st January 2007, all Delaware business entities is required to provide to the registered agent the name of a natural person, a business address and a business telephone number, these details will form the contact details for the entity. However, details of the shareholders, officers or beneficial owners are not made available to the authorities or to the public. The identity of the beneficial owner(s) will only be revealed if criminal proceedings or law enforcement actions require it to be. This makes a Delaware LLC a good choice if anonymity is a priority.

Delaware law requires a Delaware LLC to maintain a registered office in Delaware at which a registered agent can be contacted to receive official mail such a tax notices. Fides Partners will arrange this for you as part of the Delaware LLC incorporation package. The company's main or place of business office does not have to be in Delaware.

Delaware has a separate business court system to help resolve business disputes, it is called the Court of Chancery, and this means a Delaware business entity offers a very good level of legal protection.
Please contact us if you would like to discuss whether Delaware LLC company formation would benefit you.

Memorandum of Association

Memorandum and Articles of Association together with Form 10 and Form 12 are required to incorporate a UK company. Additional documents are required for Community Interest Companies.

The Memorandum of Association is one of the documents required to incorporate a UK company.

The Memorandum of Association details the company's name, where the registered office of the company is situated (in England, Wales or Scotland) and what the company will do (this is called the Company Objects). The object of a company may simply be to carry on business as a general commercial company or support community activities in a club or association.

When incorporating a company with Fides Partners you can use our standard Memorandum of Association form or we can incorporate your company with your own Memorandum of Association if you prefer. In both cases the company's Memorandum of Association must be signed by each subscriber or member in front of an independent witness.

Memorandum of Association Limited by Shares

This Memorandum of Association is suitable for use with a company registered in England and Wales or Scotland and includes the following clauses:

• Company name
• Location of registered office
• Company objects
• Share capital and share value
• Subscribers and their share holdings.

Articles of Association

The Articles of Association document is also required to incorporate a UK company. This document will set out how the internal workings of the company will be structured.

At Fides Partners, our Articles of Association documents are suitable for use when forming a company limited by shares or a company limited by guarantee. In both cases the company's Articles of Association must be signed by each subscriber or member in front of an independent witness. The Articles of Association include:

• Share capital
• Issue of shares
• Transfer and transmission of shares
• Powers of directors
• Number and names of directors.

Articles of Association Limited by Shares

For companies limited by shares an option exists to organize the company's internal affairs according to Companies Act 1985 Articles of Association table A (most recently amended 1st October 2007). If this table is adopted without modification then Articles of Association do not need to be submitted at the time of incorporation, instead a note stating Table A will be adopted without modification can be submitted. If Table A is modified in any way all companies must register Articles with Companies House.

For further advice and information on Articles of Association and Table A please contact us.

First Minutes of the Board of Directors

This document records the minutes of the decisions made by the directors of the company during the first Board of Directors meeting. It appoints a chairman, confirms the incorporation of the company, the names and the roles of the directors, the initial subscribers and if appropriate the appointment of solicitors, banks and accountants.

Fides partners can help you to prepare this document, we can use a standard format, or if you prefer we can set up the format to suit your business needs.
Stock Transfer Form

The stock transfer form is one of the basic documents used following incorporation of a company. It is used to record the transfer of stock from one shareholder to another. Details outlining any limitations on share transfer will have been documented in the Articles of Association.

A Stock Transfer Form is suitable for use when transferring the ownership of shares issued by a company registered in England and Wales or Scotland and includes the following elements:

• Consideration
• Company details
• Share type and value
• Current shareholders
• New shareholders
• Stamp duty declaration.

The transferor is the holder of the shares until the name of the transferee is entered on the Register of Members. After a transfer has been registered the old share certificate should be cancelled and retained together with the stock transfer form.

Process of share transfer:

• The transferor completes details of the shares being transferred, signs and gives the Stock Transfer Form and share certificate to the transferee (and receives payment, if any).
• Transferee completes the Stock Transfer Form, including the relevant section on stamp duty.
• If stamp duty is payable the transferee submits the fee and Stock Transfer Form to the Inland Revenue Stamp Office for stamping.
• The transferee then forwards the completed Stock Transfer Form and share certificate to the company whose shares are being transferred.
• Company cancels the old share certificate, updates register of members, records details of transfer and issues new share certificate. Old share certificates must be maintained unless the Article of Association states otherwise.

Fides Partners Ltd can help with all aspects of stock transfer and notification to HMRC.

Fides Partners Ltd can also issue share certificates elegantly printed from a range of template designs. All share certificates include the following information:

• Company name
• Location of registered office
• Company registration number
• Shareholder details
• Shareholding details
• Signatures

We can prepare Elegant Printed Share Certificates for your UK limited company, LLP or PLC.

Notarized, Apostille and Legalisation

Fides Partners can arrange your UK document to notarized, apostilled and legalized. It takes anything between 2 - 10 working days. Once your document has been notarizing we will take your document to the FCO for legalization.

Banks

Fides Partners can help you open UK bank accounts, accompany you for the interview with the bank manager and fill-in all the bank account applications for you. Most UK banks will require you to come at the interview personally while offshore banks (banks based outside UK) do not necessarily need you to meet the manager in person.

Each bank has different bank account charges; some banks provide free banking for the first 13 months. Once your company bank account is open you will get your sort code, bank account number, swift and IBAN number for you to start operating your business. You can also open a savings account and accounts in different currencies. You will get the online facilities, debit card, fax pay facilities, cheque books and paying in books.

We can help you open UK bank accounts with banks such as HSBC, Barclays, Natwest, Royal Bank of Scotland. We can help you open offshore banks accounts or overseas bank accounts in HSBC (Isle of Man or Jersey), Bank of Cyprus and FBME (Cyprus), Barclays (Mauritius), State bank of Mauritius (Mauritius), Standard Bank (Jersey).

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