Other jurisdictions

Offshore jurisdictions (Belize, Seychelles)

We can incorporate companies both in the Seychelles and in Belize.

A Belize company (the 'International Business Company' or 'IBC') can be used both for holding as well as trading purposes. Holding functions can include both the holding of shares in other companies, as well as the holding of immovable property. Belize allows for single shareholder companies having one director.

There is no public register of the directors and shareholders, ensuring privacy to the persons involved in the company. When running the company, there are no legal requirements for board meetings to be held in Belize. Belize does not require the filing or submission of accounts. The International Business Companies Registry is accessible here: IBC Registry

The International Business Company does not incur any taxes or any stamp duty.

A Seychelles company is almost identical to the Belize regime, except for a fundamental difference. Whilst Belize allows for bearer shares, the Seychelles corporate regime does not. In reality however, today bearer shares are not utilised anymore, because banks would not open a bank account for a company of which they would not know who is the ultimate beneficial owner, i.e. the shareholder. Furthermore, it is to be noted that although Belize allows bearer shares, these must be held in safe custody of the licensed Registered Agent or professional intermediary in or out of Belize - which reduces very much the "bearer" element.

The Financial Services Authority is accessible here: FSA Seychelles

Like Belize, the Seychellois International Business Companies are exempt from Business Tax, from withholding taxes and from Stamp Duty.

United States of America (New York, Delaware)

We can incorporate in the USA, particularly New York and Delaware. In both states the corporate vehicle of choice is the LLC, although clearly Delaware has "offshore" connotations whilst New York does not have such reputation.

In the United States, taxation is levied both at Federal level as well as at State level. Entering into the merits of taxation of both states is beyond this introduction.

To be "disregarded" at federal level, one must examine the residence characteristics of the member (i.e. shareholder) which forms it to know whether that is taxable in America or not, and whether that income has been sourced (‘effectively connected’) in America or not. If the income has been earned from some business in the USA, it is taxable. However, foreign source income received by a nonresident alien is generally not subject to U.S. taxation.

As concerns state level, Delaware and New York differ. Delaware does not impose any corporate tax unless one is acting in the state, and instead imposes a "franchise tax". In New York, if the LLC is disregarded and the single member is an individual, the LLC will be treated as a sole proprietorship for New York tax purposes. Sole proprietorships are subject to the personal income tax law, rules, and regulations. If one does not fall within the definition of what is a resident for New York State legislation, one does not pay taxes on income from sources outside the State, as that income does not fall within the State’s taxable base.