Proposal regarding the provision of administration services in respect of Isle of Man Companies

Transcription

1

2 Prpsal regarding the prvisin f administratin services in respect f Isle f Man Cmpanies We understand that Alimentatin Cuch-Tard Inc (Client) is cnsidering the establishment f an Isle f Man cmpany (Cmpany). We have been advised that the Cmpany shall be utilised t prvide intragrup hedging t the Client in relatin t fuel pricing. We have been requested t qute fr the establishment and the prvisin f annual services in respect f the Cmpany. In rder t allw us t cmplete ur initial enquiries it wuld be helpful if we culd receive the fllwing: Details f the mechanics f trading / ptins granted / ptin buyers Details f the prpsed directrs f the Cmpany, where nt prvided by Appleby; Details f the prpsed sharehlders f the Cmpany; Details f the prpsed beneficial wners f the Cmpany, if different t the sharehlders, and their surce f wealth; Details f any structuring r tax advice issued in respect f the prpsed structure; and Details n the anticipated level f transactins, t include: Anticipated number f transactins per annum; Anticipated turnver; Cnfirmatin whether VAT registratin is required; Any financing arrangements that are t be put in place; and Any ther relevant financial infrmatin t allw us t understand the recrd keeping and accunting requirements. We wuld be delighted t assist with this matter, subject t receipt f satisfactry due diligence dcumentatin and infrmatin, and set ut the fllwing Prpsal fr cnsideratin.

3 Isle f Man Cmpanies Limited by Shares Summary Based n the infrmatin that we have received and having made a number f assumptins, a summary f the csts fr the prpsed structure is as fllws: Initial fees (excluding disbursements) Incrpratin f an Isle f Man cmpany: 2,500 Annual Fees (excluding disbursements) Annual Respnsibility Fees: 2,600 Directrship Fees: Frm 5,000 Ancillary Services Emplyee related services Frm 2,500 Serviced ffices Per annum 6,000 Annual Accunts Fees (excluding disbursements) Annual Accunting Respnsibility Fees: Frm 7,500 Please nte that there will be direct csts t the Cmpany relating t emplyment including emplyee salary and Emplyers Natinal Insurance cntributins. The assumptins that we have applied are as fllws: Prvisin f registered ffice and registered agent; Prvisin f tw prfessinal directrs; and Prvisin f accuntancy, tax accunting and bkkeeping services are t be prvided.

4 Isle f Man Cmpany Limited by Shares Detailed breakdwn f services required Setup and Fees Cllectin f client due diligence dcumentatin 1,000 Our fee fr the incrpratin f a cmpany (Subject t standard dcumentatin being adpted) 1,500 Gvernment incrpratin fee Our fee fr this prcess includes setting up the statutry bks and registers, reviewing and cmpiling all KYC/due diligence materials, cmpleting cmpliance checks fr each relevant stakehlder, all related crrespndence, time spent liaising with yu and updating ur wn systems with recrds that we are required t hld. Annual Respnsibility Fees Fiduciary Respnsibility Fees 2,600 This fee includes the prvisin f the fllwing services: Registered Office Facility Preparatin and Filing f Cmpany Annual Return (excluding disbursements) Annual Cmpliance Fee Prvisin f the services f a Registered Agent Knwn Annual Disbursements Isle f Man Gvernment Annual Return Filing Fee 380 Prfessinal Directrship Fees Prvisin f the services f Prfessinal Directrs (per directr) Frm 2,500 Annual Tax, Accunts and Bkkeeping Services Preparatin f annual Financial Statements Frm 1,000 Registratin fr tax purpses and preparatin f tax returns 500 Assisting with weekly recnciliatins (per annum) Frm 6,000 Emplyee Related Services Surcing emplyee, emplyment cntracts, registering cmpany as emplyer and related services. This des nt include the drafting f the emplyment cntracts Frm 2,500

5 Prvisin f Serviced Offices Set up (prvide Licence t Occupy, rganising phne lines etc) Time Spent Annual Fee t ccupy premises 6,000 Annual Administratin Fees In additin t the abve fees, ur standard time charges wuld be applicable in respect f any further wrk undertaken n the Cmpany pst the take-n prcess. Our standard hurly time charges within Appleby Trust (Isle f Man) Limited are as fllws: Client Directr / Directr Senir Manager 280 Assistant Manager / Manager Senir Administratr Administratr Isle f Man Cmpanies There are tw frms f Isle f Man Cmpany currently available fr incrpratin, the 1931 Act Cmpany and the 2006 Act Cmpany. Fr the majrity f clients the 2006 Act Cmpany is the preferred vehicle due t the reduced administratin requirements and flexibility affrded. Therefre, unless requested therwise, and subject t any legal advice t the cntrary, we wuld als recmmend this frm f cmpany fr the Cmpanies. Fr infrmatin, we attach, a Guide t the IOM Cmpanies Act 2006 which explains the cre prperties f cmpanies incrprated under that act, but shuld yu require mre infrmatin abut 1931 Act cmpanies please d let us knw. Due Diligence Requirements As a licensed crprate service prvider in the Isle f Man, we are required t btain certain infrmatin and dcumentatin n ur clients and any related parties when we set up r administer structures fr them. We will prvide details f ur exact due diligence requirements in respect f the prpsed structure and related parties when further infrmatin has been prvided. The Isle f Man Bribery Act 2013 On Mnday 16 December 2013 the Isle f Man Bribery Act 2013 came int frce. The 2013 Act is largely based n the UK s Bribery Act 2010, and carries similar prvisins t capture acts f bribery and crruptin nt just in the Island but als, in certain cases, in a glbal cntext. A cmmercial bdy

6 can be guilty f an ffence even in cases where an agent r partnering bdy cmmit bribery; therefre, it must be ensured that adequate prcedures are in place t prevent bribery ccurring. As a means t this aim a new Anti-Bribery & Crruptin plicy has been prepared by Appleby t prvide guidance t Client s, emplyees, agents and partnering bdies t ensure cmpliance with bribery and crruptin legislatin. We are able t ffer this plicy t Client s fr adptin by their cmpany and wuld be happy t prvide a fee fr this service n applicatin and subject t the prpsed activities f the Cmpany. FATCA The FATCA prvisins enacted as part f the HIRE Act f 2010 in the United States have resulted in unprecedented new client identificatin and disclsure bligatins fr virtually all nn-us Freign Financial Institutins and nn-us Nn-Financial Freign Entities. FATCA impses a reprting system n US taxpayers hlding financial assets utside the US, requiring them t reprt thse assets t the US Internal Revenue Service. The US final regulatins clarifying the reprting bligatins were released n 17 January 2013 and published in the Federal Register n 28 January These bligatins are mdified by Intergvernmental Agreements ("IGAs") between the US and ther cuntries, referred t as FATCA partners. On the 26 July 2012 the UK gvernment issued a jint statement with the gvernments f France, Germany, Italy, Spain and the United States, annuncing the publicatin f the "Mdel Intergvernmental Agreement" in rder t imprve tax cmpliance and t implement FATCA. The Isle f Man signed an IGA with the US n 13 December 2013 and with the UK n 11 Octber Under the IGAs, an alternative means f reprting is allwed and withhlding bligatins are nt required. Appleby is required t register with the IRS as a Participating Freign Financial Institutin and cnduct a classificatin prcess n entities under management fr registratin and reprting purpses. Frm 1 July 2014, in additin t the take-n requirements in cnnectin with anti-mney laundering regulatins, FATCA prvisins require further verificatin dcumentatin in cnnectin with an individual's tax status, residence and/r dmicile/natinality. Fr the US IGA Appleby is required t identify any US Specified Persns by cnducting US Indicia checks n all new and existing clients and similar fr the UK IGA. Reprting requirements must be adhered t fr clients fr which a reprting bligatin under FATCA/UK IGA is identified. These steps will inevitably result in additinal perating csts and peratinal risks which will need t be built int fee structures in rder fr Appleby, and ur clients, t be cmpliant. We are currently reviewing these cnsideratins based n the final regulatins and further details will be cmmunicated

7 t yu nce agreed. FATCA fr the Client and the Cmpany The implicatins f the FATCA prvisins, bth US and ther jurisdictins, are far reaching and have resulted in unprecedented new client identificatin and ptential disclsure bligatins fr virtually all Freign Financial Institutins and Nn-Financial Freign Entities. Shuld yu have any cncerns regarding the ptential impact upn the peratins and bligatins f the Cmpany then Appleby are able t ffer assistance and guidance t Client s in respect f their bligatins under FATCA. Shuld yu require further details r infrmatin in respect f ur FATCA services, then please d cntact us and we wuld be happy t assist yu in identifying and satisfying any FATCA bligatins the Cmpany may have. Please nte that all f ur fees quted in this Prpsal are subject t VAT, where applicable, at the prevailing rate, currently 20%. VAT des nt apply t Gvernment fees. Fr mre infrmatin, please cntact: Sandra Gergesn Client Directr Appleby Trust (Isle f Man) Ltd Tel: Aidan McCwliff Assistant Manager Appleby Trust (Isle f Man) Ltd Tel:

8 Isle f Man The Isle f Man is a self-gverning British Crwn Dependency with its wn gvernment and laws. The Island is nt part f the United Kingdm and has n representatin in the British Parliament. The British Crwn is ultimately respnsible fr the Island s external relatins; The Isle f Man is nt part f the Eurpean Unin, but it has a limited relatinship with the Unin under Prtcl 3 t the United Kingdm s Act f Accessin in This allws fr the free trade f agricultural and manufactured prducts acrss the EU. The Isle f Man is part f the Eurpean Cmmn Custms Area; The Isle f Man has wrld-class telecmmunicatins infrastructure and services which cater fr the full range f mdern crprate vice and data cmmunicatins requirements; The Isle f Man remains a jurisdictin cmmitted t maintaining the highest f standards in terms f regulatin and has led the way in respect f the cnclusin f Tax Infrmatin Exchange Agreements ( TIEAs ). TIEAs are in frce between the Isle f Man and a number f jurisdictins including the USA and China; The Isle f Man is the mst preferred lcatin fr nn-uk cmpanies wishing t incrprate when listing n the Lndn Stck Exchange s Alternative Investment Market (AIM). Fr instance, 75% f the Indian cmpanies listed n AIM are incrprated n the Island; The Island's banking industry is dminated by subsidiaries r branches f the main UK clearing banks, althugh there are many ther UK and freign banks and als branches and subsidiaries f majr UK building scieties. Whilst the Island's currency is sterling, depsits are accepted in all majr currencies f the wrld. The banking system is similar t that in the UK. Current accunts, depsit accunts and all ther services ffered by UK and internatinal banks are als ffered frm the Isle f Man. Interest rates are cmparable t thse prevailing in the Lndn Mney Market. Cmpetitive returns are available in all currencies; and The standard rate f crprate incme tax is 0%, except fr three defined activities which are taxed at 10%, namely licensed banking business; incme frm Manx land and prperty and retail business in the Isle f Man (t Isle f Man custmers) with taxable prfits greater than 500,000.