CYPRUS: Gateway to Europe and the World The continuing efficient use of Cyprus in international structuring Sissy Zhang, BSc, MSc, ACCA General Manager Totalserve Management (Beijing) Ltd sissy.zhang@totalserve.eu TTN Hong Kong - 18 November 2013 1
Group Structure Totalserve Management Ltd Tax & Corporate Services Totalserve Management (Beijing) Ltd P.G.Economides & Co Limited Chartered Certified Accountants Totalserve Trustees Ltd Professional Trustees E. Economides & Partners LLC Advocates & Legal Consultants 2
Totalserve Group Offices Worldwide Cyprus - HQ London Luxembourg Warsaw Moscow Athens Thessaloniki Tortola (BVI) Johannesburg Cape Town Bucharest Sofia Beijing 3
Beijing Office Beijing Totalserve (Beijing) Management Ltd Zheng Sissy Zhang, BSc, MSc, ACCA Beijing Office General Manager Mob.: + 86 136 936 66483 sissy.zhang@totalserve.eu Yue Chao "Mathew" Fang Beijing Office Marketing Manager Mob.: + 86 133 112 22495 mathew.fang@totalserve.eu Totalserve (Beijing) Management Ltd Room 2411-12 China World Office 1 No. 1 Jianguomenwai Ave Beijing 100004, China Tel.: + 8610 65054811 Fax: + 8610 65054977 beijing@totalserve.eu www.totalserve.eu 4
Recent Developments The Cyprus Banking Sector Crisis Banking Sector crisis» Due to heavy exposure in Greek debt, bad management, bad investments» Government unable to support» External support needed» Troika (EU, ECB, IMF) Eurogroup decisions March 2013 Financial assistance achieved through Troika, but» Restructuring of the banking sector» Austerity and other fiscal measures 5
Recent Developments New Dynamics for Cyprus Economy» Gas exploration process speed up The 2 nd drilling by Noble in plot 12 has began and production sharing agreements signed with Total, ENI, Kogas, Delek and Avner» Liquefied Natural Gas (LNG) Terminal - MoU signed with US-Israeli partnership (28 June 2013) - Largest-ever investment in Cyprus» Development of new sectors (e.g. promoting research, casinos, medical tourism, gas/oil related services)» New revamped legislation on Trusts and Fiduciaries» Relaxation of conditions for Naturalization and Residency permits» Increased incentives for investments through / in Cyprus» Banking sector, which is undergoing restructuring and tighter regulation, shall come out healthier and better controlled 6
Recent Developments RECENT Cyprus DEVELOPMENTS immigration and relocation schemes for non-europeans Temporary Work and Residence permit» Issued for 1-5 years if employed by a Cyprus company. Renewable if needed. Permanent Residence Permit ( PRP ) New accelerated procedure (granted within two months)» Main requirements include acquiring a property in Cyprus of at least 300,000 and have secured annual income of 30,000 from activities outside of Cyprus Certificate of Naturalization / Citizenship = Cyprus (EU) Passport Eligibility criteria have been relaxed, made more flexible + fast track process» Main requirements include acquiring a property in Cyprus over 500,000 AND effecting a number of set investments or deposits (or combinations of these) of 5m 7
Recent Developments Main recent tax changes affecting international investors Corporate income tax rate up from 10% to 12.5% (as from 1 January 2013)» Applies only on revenue profit and is still one of the most competitive within the EU» Certain incomes continue to be tax exempt as before (e.g. dividends and capital gains) Defence tax on passive interest up from 15% to 30% (as from 29 April 2013)» Applies only to Cyprus tax residents» Mostly applies on bank deposit interest» Interest from financing /loans is active interest => taxed under income tax» Tax credit on foreign tax suffered on same income New IP tax regime: 80% tax exemption (as from 1 January 2012)» IP related profit (e.g. royalty income or gain from disposal of IP) gets an 80% tax exemption (in the form of a notional deduction) effective tax rate < 2.5% 8
» Established International Business Centre» Strategic Geographic Location» Modern Banking System» Advanced Telecommunications and Infrastructure» High Level of Professional Services» Developed Legal system based on Common Law and Principles of Equity (easily understood and preferred) + Attractive Tax System 9
CYPRUS: Gateway to Europe Increased demand by non-european individuals and companies to have access to Europe Egypt 10
CYPRUS: Gateway to certain non-eu countries Russia Ukraine South Africa India 11
Cyprus Tax System General Overview Cyprus Tax System: Unique, Attractive, Competitive, Simple, Investor friendly» EU & OECD approved and compliant» Cyprus on White List of OECD» Stable & Tested» Full adoption of all relevant EU directives» Good double tax treaty network» Basis of taxation: Management and Control» 12.5% uniform corporate tax rate (one of the lowest in Europe)» Effective tax lower because of favourable tax provisions 12
Cyprus Tax System Main Favorable Tax Provisions TAX EXEMPT INCOMES» Profit from sale of shares (and other qualifying titles)» Dividend income subject to very easy to meet conditions» 80% of IP related profit» Profits of a trading foreign PE» Capital Gains from the disposal of non-cyprus Real Estate 13
Cyprus Tax System Other main features» No withholding tax (WHT) on any outbound payments» Liberal expense deductibility» Group Relief provisions» Unilateral Double Tax Relief (DTR)» No CFC / No Thin Capitalization rules» No exit costs» Tax exempt Company Reorganizations» Redomiciliation of companies in/out of Cyprus» No Inheritance Tax» Tax Residency Certificates» Advance Tax rulings» Favourable Shipping tax regime 14
Cyprus Tax System Cyprus: Double Tax Treaty Network Armenia Austria Belarus Belgium Bulgaria Canada China Czech Republic Denmark Egypt Estonia (as from 2014) Finland (as from 2014) France Germany Greece Hungary India Ireland Italy Kuwait Kyrgyzstan * Lebanon Malta Mauritius Moldova Montenegro * * Norway Poland Portugal (as from 2014) Qatar Romania Russia San Marino Serbia * * Seychelles Singapore Slovakia Slovenia South Africa Spain (as from 2014) Sweden Syria Tajikistan * Thailand Ukraine United Kingdom USA * CIS Countries applying the Cyprus/USSR DTT ** Countries applying the Cyprus/Yugoslavia DTT All DTTs based on OECD model 15
Cyprus Tax System Cyprus continues to expand DTT network New or revised DTT s ratified and enter into force:» 2012: Germany, Denmark, Slovenia, Armenia» 2013: Poland, Russian Protocols» 2014: Spain, Portugal, Austria (Protocol), Finland, Ukraine, Estonia Awaiting ratification» Kuwait, UAE Pending signing» Luxembourg, Bahrain, Georgia, Monaco, Latvia, Lithuania, South Africa Currently under negotiations for new or revised DTT» Netherlands, Serbia, Switzerland / Belgium, France, Greece, Indonesia, Israel, Libya, Malaysia, India, Norway, San Marino 16
Cyprus Tax System Access to EU Directives Access to EU Directives for elimination of foreign WHT on dividends, interest and royalties received by a Cyprus resident company from another EU Member State company» Parent / Subsidiary Directive - on dividends *» Interest and Royalty Directive - on interest and royalty * Like having a DTT with all EU Member States with zero WHT rates * Certain conditions may apply depending on how implemented on each Member State 17
Cyprus Tax System Use of the Cyprus Company Tax efficient location for:» Holding company» Financing company» Royalty company» Trading company» Shipping company» Employment company» Trust company 18
Use of Cyprus company Cyprus Holding Company EU / Non-EU company Non-Cyprus resident Dividend: Zero Cyprus WHT Sale or transfer of Cyprus shares not subject to Cyprus tax Potential zero Cyprus taxes as dividend and capital gains are tax exempt Dividend: Foreign WHT zero through access to P/S EU Directive Non-EU Company Dividend: Foreign WHT zero or reduced through access to DTT 19
Use of Cyprus company Use of Cyprus towards certain non-eu countries Cyprus has excellent Double Tax Treaties with certain non-eu countries Russia Ukraine South Africa India 20
Use of Cyprus company Cyprus Holding Company for certain non-eu countries EU / Non-EU investor Russia Ukraine South Africa India Other CIS * Reduction of foreign withholding tax by access to Cyprus DTT Dividend 15%» 5% 15%» 5% 15%» 0% 0% (local) 0% / 5% Interest 20%» 0% 15%» 2% 15%» 0% 20%» 10% 0% / 5% Royalties 20%» 0% 15%» 5% 15%» 0% 10% 0% / 5% Capital Gain Yes (until 2017) Yes Yes Yes Yes for some * Other CIS include: Armenia, Belarus, Kyrgyzstan, Moldova, Tajikistan 21
Use of Cyprus company Russia Cyprus Relations Cyprus has long been the prime springboard for inward and outward investments in Russia (and other CIS Countries)» Strong cultural, religious, business, economic and political ties» Geographical proximity and quality of life + professional services» Gateway to/from Europe and other parts of the world» Very good Double Tax Treaty» Cyprus attractive tax system 22
Use of Cyprus company Comparison of Russian DTTs Cyprus Luxembourg* Switzerland Malta** Netherlands Dividend WHT 5% If 100,000 investment 5% if 10% holding AND 80,000 investment 5% if 20%holding AND CHF 200,000 investment 5% If 25% holding AND 100,000 investment 5% If 25% holding AND 75,000 investment Interest WHT 0% 0% 0% 5% 0% Royalty WHT 0% 0% 0% 5% 0% Capital Gain (in Russian property rich company) Taxed in Russia BUT as from January 2017 Taxed in Russia with immediate effect Taxed in Russia with immediate effect Taxed in Russia with immediate effect Taxed ONLY by seller / alienator Limitation of Benefits (treaty abuse) ONLY for companies not incorporated in Cyprus or Russia Applicable in ALL cases Applicable in ALL cases Applicable in ALL cases except substantive operations None as per existing DTT *The New Luxembourg-Russia Protocol enters into force as from 1 January 2014 **New Malta-Russia Protocol not yet in force 23
Use of Cyprus company Cyprus Trading Company EU/ Non-EU Investor Dividend: 0% Cyprus WHT Profit from trading or provision of services @12,5% Profit from trading in shares and other titles TAX EXEMPT» EU VAT number» Trade in EU / Non-EU 24
Use of Cyprus company Cyprus Dealing / Portfolio Management Company Foreign banks, institutions or investors set up Cyprus SPVs for their Dealing and Portfolio Management (i.e. trading in shares) activities Cyprus company is often a registered Fund (Collective Investment Scheme) OR an SPV of a foreign Fund Foreign Institution or Investor Dividend: 0% Cyprus WHT Cyprus is a popular HQ base for FOREX companies. There are around 25 licensed FX firms in Cyprus (e.g. Alpari, IronFX, FX Pro) Dividend is TAX EXEMPT Profit from sale of shares and other titles is TAX EXEMPT Forex profit taxed at 12,5% Foreign Forex Subsidiaries 25
Use of Cyprus company Cyprus Financing Company Shareholder (Including offshore) Provision of loans to related parties Dividend: 0% WHT» Flat 12,5% tax on financing profit» Reduced foreign WHT on interest income by access to DTT or EU Directives» Tax relief on foreign WHT suffered» 0% Cyprus WHT on interest payments» Thin Spreads allowed for back-to-back loans (e.g. 0,35% spread) 26
Use of Cyprus company Cyprus IP / Royalties Company Cyprus company as IP owner» 80% tax exemption on IP related profit» Effective income tax of less than 2.5% Cyprus company in a back-to-back IP / licensing arrangement» Thin spreads possible» Profit subject to 12.5% income tax Plus:» Reduction / elimination of foreign WHT via access to DTT / EU I&R directive» Foreign Tax Credit in case of foreign WHT» No Cyprus WHT on outbound dividend and royalty payments 27
Use of Cyprus company Cyprus Real Estate Company EU / Non-EU Resident Sale of Cyprus shares» NO Cyprus taxes Cyprus Company Cyprus company owns foreign property (directly or via local company) Property outside Cyprus Sale of property OR of company holding the property» NO Cyprus taxes Note: Local tax issues where the property is situated need to be considered separately 28
Confidentiality Confidentiality through the use of a Nominee Shareholder Nominee / Trustee shareholders permissible (anonymity and confidentiality for beneficial shareholder) Beneficial shareholder Private Trust Deed Nominee shareholder (Corporate or Physical) Appears as registered shareholder 29
Recent Developments The Cyprus International Trust Cyprus International Trust (CIT): Governed by the International Trusts Law of 1992 and 2012» CIT law amended in 2012, in effect modernising and enhancing it» Regulated by competent authority / bodies» Increased demand for Cyprus International Trusts over the last few years (new trusts and redomiciliation of existing foreign trusts to Cyprus)» CIT completely tax exempt in Cyprus if beneficiaries are non-cyprus tax residents» Various uses: Asset Protection, Estate Planning, Inheritance, Confidentiality, Tax Planning 30
Trusts Cyprus International Trust (CIT) with underlying Cyprus Company Beneficiaries» Can subsequently become Cyprus residents Trustee(s) (Minimum One Cyprus Resident) Settlor» Can subsequently become Cyprus resident CIT Underlying Company/ies (e.g. Cyprus) Protector (Optional) No Cyprus tax at the level of the CIT as long as the Beneficiaries are non-cyprus tax residents and no Cyprus source income (e.g. rent) at the level of the CIT 31
Trusts & Confidentiality CIT - Highest Level of Confidentiality Non-Cyprus resident Settlor EU / Non-EU company Non-Cyprus resident Dividend income: Exempt * Nominee Shareholder possible No taxes Cyprus International Trust (CIT) * 100% BVI Company * 100% Cyprus Company Underlying Property (e.g. Subsidiaries, Real Estate) Dividend: 0% WHT Dividend: 0% WHT 32
Use of Cyprus by foreign investors (companies and individuals) Companies for various uses Trusts Partnerships Funds Redomiciliations (Companies + Trusts) Increased demand for: Forex and Dealings companies Listing to ECM/CSE Permanent Residence Permits ( PRP ) Citizenship Real Estate Investments 33
Final Remarks Cyprus still stands strong! Main elements constituting Cyprus as a prime jurisdiction for international structuring are unchanged (Cyprus companies can operate with bank accounts outside Cyprus and in any currency)» Legal system based on Common Law (easily understood and preferred)» Tax system simple and attractive with a good Double Tax Treaty network and access to EU Directives» Cyprus companies are easy, practical and cost efficient to set up and maintain» Attractive immigration and relocation programs for non-europeans» High level of professional services, developed infrastructure and Real Estate of highest quality» Efficient gateway to Europe and to certain non-eu countries (e.g. Russia, Ukraine, South Africa and India) 34
Thank You! Totalserve Management (Beijing) Ltd Room 2411-12 China World Office 1 No. 1 Jianguomenwai Ave Beijing 100004, China Tel.: + 8610 65054811 Fax: + 8610 65054977 beijing@totalserve.eu www.totalserve.eu Totalserve Management Ltd Tax & Corporate Services P.G.Economides & Co Limited Chartered Certified Accountants E. Economides & Partners LLC Advocates & Legal Consultants 35