Other Jurisdictions

GENERAL INFORMATION

Company Information

Trading Restrictions

Not permitted to trade within the BVI or own real estate in the BVI.

Cannot participate in the following activities / industries: banking; insurance; assurance; reinsurance; fund management; Collective Investment Schemes; trust management; trusteeship; the rendering of investment advice; any other activity associated with the banking or insurance industries.

Cannot offer its shares for sale to the public or carry out any activities associated with gambling. Name Restrictions

Any name that is identical or similar to an existing company registered in the BVI or any name that suggests the patronage of the Royal Family or the Government of the BVI is not permitted.

Language of Name

The language that must be used for the name of the company is the Latin alphabet.

Any name in a language other than English must be accompanied by its translation to ensure that the name is not restricted.

Registered Office

A registered office in the BVI is required and the address of the company used must be the office of a licensed management company.

Names Requiring Consent or Licence

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or foreign language equivalents.

Suffixes used to denote Limited Liability

Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

No

Compliance

Share Capital

The normal share capital is US$ 50,000 with all of the shares having a par value. This is the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. The share capital can be stated in any currency.

The minimum issued share capital is one share of no par value or one share of par value.

Class of Shares Allowed

Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation

A BVI Business Company does not pay any tax to the BVI authorities on its worldwide profits.

Licence Fees

Companies with a share capital of up to US$ 50,000 pay US$ 350 per annum.

Companies with a share capital of greater than US$ 50,001 pay US$ 1,100 per annum.

Financial Statement Requirements

There is no requirement to file audited accounts with the relevant authorities.

A BVI BC is required to maintain financial records which reflect the company’s financial position.

Directors

The legally minimum number of directors is one. Directors may be natural persons or corporate bodies of any nationality and do not need to be resident in the BVI.

A copy of the Register of Directors must be held at the company’s Registered Office and any changes must be filed with the Registered Office within 15 days of the change. Failure to comply may lead to a fine.

Company Secretary

Whilst a company secretary is not legally required, one is usually appointed to facilitate with signing obligations.

An imprint of the Company Seal must be kept at the company’s Registered Office and failure to comply may lead to a fine.

If the Book of Minutes containing a record of the meetings of members and directors of the company are not kept at the Registered Office, then the address at which this Book is kept needs to be provided.

Shareholders

The minimum number of shareholders required is one.

A copy of the Register of Members must be kept at the company’s Registered Office in the BVI and any changes to the Register must be filed with the Registered Office within 15 days of the change. Failure to do so may lead to a fine.

Disclaimer

The above does not constitute legal or professional advice and we accept no responsibility, legal or otherwise, or any errors or omissions.

Features of a Belize IBC

Belize is a highly attractive jurisdiction for the incorporation of an International Business Company (IBC).

 Features of a Belize IBC

• Competitive incorporation and annual fees.
• Relatively quick company incorporation process which will not take more than 3 working days once we receive all mandatory documentation from the Client. An additional 2 days will be needed if you require the documents to be apostilled.
• Belize shelf companies can be purchased and issued to you on the same day of payment provided that all mandatory documentation is received from the Client.
• A Belize IBC is exempt from paying all taxes.
• IBC standard share capital is US$ 50,000. Share capital in excess of US$ 50,000 can be declared for a higher annual fee.
• Bearer shares permitted.
• Minimum number of directors and shareholder required is one director and one shareholder.
• The director(s) and shareholder(s) can be a physical person or corporate body.
• The director and shareholder can be the same person.
• The first director of the company is appointed at the organizational meeting of the company.
• The names of the shareholder and directors of the company are not publicly recorded.
• There is no requirement to appoint a secretary.
• No requirement to file accounts or provide annual audited reports.
• A registered agent and registered office in Belize is required.
• The register of shares has to be kept up to date.
• A Belize IBC cannot earn any income from activities in Belize.
• Annual fees are due by the 31 July of each year as of the second year of incorporation of the IBC and each year thereafter.
• The words ‘Limited’, ‘Corporation’, ‘Incorporation’, Societe Anonyme’, ‘Sociedad Auonima’ or abbreviations thereof ‘Ltd’, ‘Corp’, ‘Inc.’, ‘S.A’, ‘AG”, have to be used as corporate suffix of the company.

Belize Companies with Bearer Shares

The Belize International Business Companies (IBC) Act allows for shares to be issued to a bearer (bearer share company). Whilst bearer shares were traditionally used as a way of ensuring the shareholder’s anonymity, this method is nowadays somewhat regulated by law. The bearer share certificate must not be held by the respective shareholders. Instead, the bearer shares must be held by the Registered Agent in Belize together with written information on the identities of the ultimate owners of the bearer shares.

This constraint in the quick and control-free transfer of shares is a limitation of having a bearer shares IBC. However, Belize IBCs with bearer share still provide an extra layer of protection in terms of confidentiality of the ultimate owner.

Another drawback of bearer share IBCS is that most commercial bank globally (including most offshore banks) do not open bank accounts for bearer share companies since such companies are regarded with suspicion.

One less controversial option is having an IBC with registered shares held by a nominee shareholder.

Our Fees

Annual Licence Fees in Belize

A company which is registered on or before 31 December shall, before 31 July of the following year, pay to the Registrar an annual licence fee as follows:

• €100 if its authorized share capital is less than $50,000 and all its shares have par value;
• €1,000 if its authorized share capital is greater than $50,000.
• €350 if its authorized share capital is not greater than $50,000 but some or all of its shares have no par value; or if the company has no authorized share capital and all its shares have no par value.
• €4000 payable in additional to the licence fee as per above conditions if the company is a public investment company.

If a company fails to pay the due licence fee by the required date then the licence fee due increase by 10%. If a company fails to pay the due amount (together with the late penalty fee) by 31 October of each year then the licence fee due increased by 50%.

Restoration Fees

If a company has been struck of the Register and restoration by the Registrar to the Register of companies is required then the following fees are payable.

• €500 if the application for restoration is made within 6 months immediately after the striking of the name off the Register.
• €800 if the application for restoration is made after 6 months from the striking of the name off the Register.

Seychelles International Business Company (IBC)

Seychelles has long been considered as one of the most attractive jurisdictions in which to form an International Business Company for effective tax planning purposes and it is one of the oldest jurisdictions offering such advantages. It has been offering clients offshore company formation possibilities since the passing of the International Business Companies Act in 1994. It has since grown from strength to strength due to its flexibility, exceptional protection regulations and enabling legislation, broad range of offshore services and it is now considered by some as the most favorable jurisdiction for offshore company formation.

Investors are increasingly choosing Seychelles IBCs to benefit from the low fees, strict confidentiality laws and flexible incorporation regulations.

Some Benefits of Seychelles IBC

• Quick and easy company incorporation process and name approval – same day incorporation.
• Offers anonymity and asset protection since there is no requirement to file details of the company shareholders, beneficial owners or directors with the Government Registry in Seychelles.
• Cost efficient and low fees – extremely competitive annual Government licence fee of only US$ 100 per annum, irrespective of the amount of authorized share capital of the company.
• No requirement to file financial accounts in Seychelles thus making the administration of the IBC easy and cost efficient.
• Accepted by international banks since Seychelles is not on OECD or FATF blacklists.
• Zero tax imposed in Seychelles on foreign income.
• Exempt from Seychelles withholding tax.
• Exempt from Seychelles stamp duty.
• It is a stable and independent jurisdictions thus not subject to EU Directives and legislation.

Some Features of Seychelles IBC

• No minimum number of Directors imposed.
• Corporate Director permitted.
• No requirement to publicly file the details of the Director.
• No minimum number of Shareholders imposed.
• Corporate Shareholders permitted.
• No requirement for company Secretary.
• No requirement to publicly file the details of the Shareholder.
• No requirement to file annual Accounts.
• No Audit requirements.
• Annual compliance return requirement by the Registered Agent in Seychelles however this information is not filed with the Registrar.
• Bearer shares not permitted.
• Requirement to keep accounts and company records that the Directors deem necessary to reflect the financial position of the company.
• Legal requirement for the IBC to have a Registered Office in Seychelles.
• Legal requirement for the IBC to have a Registered Agent in Seychelles. The Registered Agent must hold a valid licence to provide international corporate services from the Seychelles’ Financial Services Authority.
• All documentation related to the IBC must be filed with the Registry by the Registered Agent.
• Not permitted to carry out business in Seychelles (although there are limited statutory exceptions including maintaining records and a bank account in Seychelles; holding company meetings; engaging local advisors).
• Not permitted to own real estate in Seychelles.
• Not permitted to engage in the following businesses: banking; insurance; reinsurance.
• Not permitted to provide registered office facilities in Seychelles for other companies.

Documentation provided upon formation of the IBC:

• Certificate of incorporation
• Articles of Association
• Memorandum of Association
• Resolution of Subscriber to appoint first Director
• Apostilled set of above documents
• Acceptance letter
• Resolution to adopt address of documents keeping
• Resolution to adopt Registered Agent and Registered Address
• Resolution to issue shares
• Register of Directors and Officers
• Register of Members
• Share certificate
• Certificate of Non-Trading (only applicable to shelf companies)

Documentation provided for professional Director service:

• Professional services agreement
• Resolution to issue Power of Attorney
• General power of attorney with apostille

Documentation provided for professional Shareholder service:

• Professional services agreement
• Declaration of Trust
• Stock transfer form (blank)

Our Fees

In recent years, Dubai has become another attractive jurisdiction for the registration of an International Business Company.

Advantages of a UAE Dubai IBC

• 100% income tax exemption
• 100% corporate tax exemption
• 100% capital and profit repatriation
• 100% ownership in Free Zones
• No Capital Gains Tax imposed
• No Value Added Tax (VAT)
• No withholding taxes
• Proximity and access to the Gulf and global markets

Main Features of a UAE International Business Company (IBC)

• There is no requirement to have physical offices in the UAE.
• There is no requirement for the IBC to undertake business within the UAE.
• It does not have to obtain a UAE residency VISA.
• Its directors and shareholders do not have to be UAE residents (although this is permitted).
• Corporate shareholder(s) and director(s) are permitted.
• The shareholder(s) and/or director(s) do not have to be present in the UAE for incorporation of the company.
• It may own real estate in the UAE providing prior authorization from RAK Investment Authority is obtained.
• It needs a special licence to operate a banking or insurance business.
• It can have bank accounts and deposits in the UAE or worldwide.
• It is not necessary to maintain any books and records.
• It can hold shares in other UAE companies or worldwide companies.

Main activities of a UAE International Business Company

Activities outside the UAE

• General trading
• Consultancy and advisory services
• Holding company
• International services
• Professional services
• Shipping and Ship management
• Property ownership

Activities within the UAE

• Holding assets
• Invoicing
• Holding a bank account
• Property ownership in freehold areas

Documents required for the registration of a UAE Company

• Application form
• Proof of residence for each shareholder and director
• Passport copy of all pages
• Original bank statements not more than 3 months old for each shareholder and director
• Original bank reference for each shareholder and director (if a company, a set of company documents, self-signed).
• Board resolution (if the account is to be operated by a physical person.
• Company mailing address.

Our Fees

The Republic of Panama has long been an attractive jurisdiction for investors from all around the world, primarily due to its zero tax rate. The US Dollar is the country’s official currency and there are no legal requirements to file corporate reports. Importantly, income earned from sources out of Panama is exempt for all taxation.

Features of a Panama Corporation

• No restrictions on nationality
• Ownership does not have to be disclosed.
• No restrictions on the ownership of the shares.
• The company director(s) and officer(s) do not have to be Panama residents.
• No paid-up capital requirements.
• If the income is generated outside Panama then there is no income tax imposed.
• Total tax exemption on all business activities or transactions carried out outside Panama.
• No exchange controls.
• It is not necessary to file annual financial statements.
• It is not necessary to hold Annual General Meetings of shareholders or directors.
• Complete anonymity provided.
• Competitive annual registration fee and resident agent fees.
• Articles of Incorporation can be drawn up in any language.

Incorporation Requirements

We will need the following information to be able to provide a Panama company and execute the Articles of Incorporation in accordance with Panama laws.

• The company’s objectives.
• The company’s share capital / number of shares (the corporation can issue its share certificates to bearer or in certificate form).
• The names and addresses of the company director(s).
• Note that Panama Corporations must have a President, Treasurer and Secretary (but an individual can hold more than one of these positions).

Required Documents

We will need to be provided with the following documents for us to be able to incorporation a company in Panama:

• Name of the company.
• Name and address of the company’s director(s).
• Name and address of the company’s shareholder(s).

Incorporation process

Once all the necessary documentation and information is received, it will take only 2 working days for the company to be registered.

Once your desired company name is received, approval of the company can be obtained within hours. We will then submit the Memorandum and Articles of Association of the company with the Registrar and a certificate of Incorporation will be issued.

Company Name

The names of all corporations in Panama must end with Corporation, Incorporated, Sociedad Anonima or its related abbreviations Corp. Inc. or SA. The suffix Limited or Ltd cannot be used.

The name can be expressed in any language

We can reserve your preferred company name for you for up to 10 days.

Company law requirements

Under Panama’s Corporation Law the company can only be owned by one person. However, the company must have a minimum of three officers (a President, a Treasurer and a Secretary) and three directors, however one person can hold more than one positions.

It is not necessary for the directors or officers to be Panamanian nominees or shareholders.

Directors

Corporate entities and physical persons can act as directors and the minimum number of directors required is three. The company directors can be of any nationality and do not need to be Panama residents.

Three officers must also be appointed (President, Secretary and Treasurers) who can also be the directors.

Shareholders

The company must have a minimum of one shareholder and s/he can be of any nationality and does not need to reside in Panama. Bearer shares or registered shares are both permitted.

The name of the shareholder does not need to be registered with the Panamanian Public Registry thereby ensuring complete confidentiality.

Language of Legislation and Corporate Documents

Spanish, together with a certified English translation of all corporate documents.

Registered Office

A registered office must be held in Panama at the address of the Registered Agent.

Company Secretary

A company secretary must be appointed who can be an individual or legal entity of any nationality and does not need to be a resident of Panama.

Panama companies take just 2 days to register once we have all of the necessary information from you.

Malta has fast become the chosen jurisdiction for setting up companies, largely due to being a robust and stable country due to its solid reputation with a competitive tax system, extensive network of Double Tax Treaties and its strategic location. Malta has become a favorite jurisdiction particularly for online gaming companies.

Malta online gaming companies

Some of the main benefits offered by Malta to such companies include the following:

• Malta is an EU Member State where remote gaming is legally recognized and regulated through effective legislation thus allowing industry operators the free movement of goods and services.
• It offers a very attractive fiscal regime with competitive corporate and gaming tax rates.
• Economical licensing fees.
• A regulated jurisdiction that safeguards the interests of both gaming operators as well as players.
• Strict anti-money laundering regulations.
• Stable politically and economically.
• Malta has an extensive network of Double Tax Treaties as well as legislation in place to provide for relief from double taxation.
• State of the art telecommunications infrastructure.
• Highly skilled, multinational workforce.
• Availability of professionals who specialize in the gaming industry.
• There are various established and regulated financial services institutions located in Malta as well as various payment opportunities.
• A Seal of Approval is issued to all licensees.
• Malta is included in the UK’s white list thereby allowing for advertisement in the UK.
• The Malta Remote Gaming Council consisting of licensees and services providers facilitates the liaison with the authorities on matters related to the remote gaming industry.

Licensing Requirements

Any individual who engages in carrying out remote/online gaming activities in or from Malta must be licensed by the Lotteries and Gaming Authority.

To qualify for a licence, the applicant must:

• Be a Limited Liability Company registered in Malta;
• Be fit and proper;
• Exhibit adequate business and technical capability to carry out such an operation;
• Demonstrate that the operation is covered by adequate reserves or securities and can ensure payment of player winnings and deposit returns.

Licensing Process

The application process to obtain a licence normally takes about eight to twelve weeks and is divided into three stages.

The first stage of the process involves the submission of the application for remote gaming licence, a fit and proper test of the ultimate beneficial owners and directors and a detailed business plan of the proposed operation.

The second stage involves the incorporation of a Maltese company and the submission of a detailed Operational Manual outlining the application architecture, the system architecture, the software developer, security and control procedures, back-up and disaster recovery procedures as well as certain statutory documents.

Following the successful completion of stage two, a letter of intent is issued (a provisional licence) for a period of six months. This letter of intent / provisional licence can be renewed for a further three months with the payment of an extension fee. During the period which the letter of intent is in force, the applicant must start its operations and obtain a certification of compliance for its remote gaming operation based on the standard ISO/IEC17799:2000. The letter of intent also imposes certain obligations on the application, one of which is the appointment of a Key Official within twenty one days of receiving the letter of intent.

Licence Fees and Duration

Upon submission of an application for a remote gaming licence, a one-time application processing fee of €2,330 is paid to the Lotteries and Gaming Authority. A one-off certification audit fee of €2,750 is also paid. Upon obtaining the Remote Gaming Licence and annually thereafter, a fee of €6,988.12 is due to the Lotteries and Gaming Authority.

Licenses are valid for a period of 5 years renewable for a further period of 5 years.

Classes of Licenses

There are four classes of licenses from which an applicant may choose to apply for.

Class 1 – Suitable for operators who take a risk on repetitive games that are generated by random events (i.e. casino style games, lotteries, slots and skill games).

Class 2 – Suitable for operators managing their own risk on events based on matchbook (i.e. sports betting).

Class 3 – Suitable for operators who take commission for promoting and/or abetting gaming from Malta (i.e. P2P, poker networks, betting exchanges and game portals).

Class 4 – Suitable for gaming platforms that host and manage remote gaming operators. This class is intended for software vendors who wish to provide hosting and management facilities from their platform.

Taxation

The shareholders of the licensed company (whether physical or corporate) can benefit from the refundable tax credit system available under Maltese law. Furthermore, under Maltese tax law the shareholders are not subject to further tax on dividends received from the Company. The tax refunds will general be equal to 6/7 of the total tax paid including any foreign tax suffered, or if the distributing company claims double taxation relief, the refund will be equivalent to 2/3 of the tax paid.

In some cases, it may also be beneficial to place a Maltese holding company between the shareholders and the licensee so that dividends and tax refunds are paid to the holding company instead of to the shareholders directly thereby avoiding an immediate tax liability in the shareholder’s country of residence.

This holding company can also be used as a vehicle for other investments.

The licensed company is also exempt from transfer duties, exchange control restrictions and capital gains tax on the transfer of shares.

Gaming Tax

Gaming Tax (which is capped at €466,000 per license) is calculated as follows:

Class 1 stand alone: €4,658.75 monthly for the first six months and €6,988.12 monthly thereafter.

Class 1 on Class 4: €1,164.68 monthly payable to Class 4.

Class 2: 0.5% on the gross amount of bets accepted.

Class 3: 5% on Real Income (revenue from rake less bonus, commissions and payment processing fees).

Class 3 on 4: 5% monthly on Real Income payable to Class 4.

Class 4: No tax for the first six months, €2,329.37 monthly for the next months and €4,658.75 monthly thereafter.

Key Official

Every licensee under the Remote Gaming Regulations (2004) must appoint a Key Official. The Key Official must be approved by the Lotteries and Gaming Authority which will carry out due diligence to ensure that this person is fit and proper to hold such a post. Additionally, the Key Official must be resident in Malta and a director of the license company registered in Malta.

The main functions of the Key Official is to personally supervise the licensee’s operations to ensure that the licensee abides by all licence conditions and directives issued by the Lotteries and Gaming Authority and to ensure it is operating in accordance with all relevant laws and regulations.

Our Fees

Hong Kong is now considered a worldwide financial and market trading center and by setting up a company in Hong Kong you can gain access to the lucrative markets in the Asia Pacific Region.

Hong Kong has a very open economy with no restrictions on foreign investment or on the transfer of income and capital in foreign currencies and offers numerous tax exemptions and incentives for companies.

We can assist with the incorporation of Hong Kong companies as well as offering shelf companies if you need to commence business operations immediately. The time needed for incorporation is approximately five working days.

Features of a Hong Kong Company:

Maintenance of a Hong Kong company: