UAE offshore presentation--拉斯海马 哈伊马角 离岸公司以及自由贸易区介绍.docx

Expanding and shifting your business activity through a UAE Offshore Company set up. The International Business Companies (IBC) Registry allows foreign investors to register offshore companies as RAK Offshore, a division of RAK Investment Authority (RAKIA) without the need to establish a physical presence in the UAE. Companies are usually incorporated within 24 hours. Any non-resident individual or corporate entity can register a company. Many jurisdictions are considered only as tax havens. The United Arab Emirates is a real country with a real economy with a population of approximately more than 4 million. It has an established history of international trade, finance and business, and today it is one of the fastest growing countries in the world with one of the highest standards of living. The choice of a suitable jurisdiction is an important decision and requires careful considerations. Important aspects to be examined and which RAK offers may be outlined as follows: Political and economic stability of the jurisdiction The availability of a modern and flexible legislative framework Simple incorporation and filing requirements The availability of Double Taxation Avoidance Agreement (DTAA) State of the art banking system State of the art telecommunication facilities UniquenessUAE is not a dependent or overseas territory of another country Pressure has been put on traditional low tax jurisdictions by the Commission of the European Community (EU) in conjunction with the Organization for Economic Cooperation and Development (OECD). The UK parliament has converted British Dependent Territories to British Overseas Territories (in 1998). The UK government may apply greater control over its tax haven progeny (ie Bermuda, BVI, Caymans, Gibraltar, Turks & Caicos) UAE has Double Taxation Avoidance Agreements (DTAA) with a number of countriesDouble taxation agreements prevent individuals and corporations from being susceptible to paying tax on the same item during the same time period. These agreements determine which of the two states concerned should levy tax in a particular situation: Austria, Belarus, Belgium, Canada, China, Czech Rep., Egypt, Finland, France, Germany, India, Indonesia, Italy, Lebanon, Malaysia, Malta, Morocco, New Zealand, Pakistan, Poland, Romania, Singapore, Sudan, Thailand, Tunisia, Turkey and Ukraine. UAE is not a member of the Organization for Economic Cooperation and Development (OECD) No foreign exchange of informationUAE is not on the OECD blacklist of tax havens (nor the FATF blacklist) UAE is not a member of the EU, and is not subject to EU regulation Main activities of UAE OFFSHORE COMPANYActivities held Outside UAE General Trading Consulting and Advisory Services Holding Company (Buy/Hold/Sell stakes of companies) Investments Company Property Owning International services Professional Services Shipping and ship management companies Commission Agents Company Intermediary Brokers (IBs) Activities held inside UAE Holding Assets Invoicing Holding Bank Account Intellectual Property Property Owning (Freehold Areas)Fiscal & Regulatory benefits of UAE OFFSHORE COMPANY 100% income tax exemption 100% corporate tax exemption 100% capital and profit repatriation 100% ownership in Free Zones No capital gains tax No Value-added tax No Withholding tax Proximity to entire Gulf and global markets Main features of UAE OFFSHORE COMPANY It does not need to have physical offices in the UAE. It may not carry on business within the UAE. It may not obtain UAE Residency Visa. It may have non UAE resident as director or shareholder. It may have UAE resident as director or shareholder. It may have corporate shareholder/corporate director It does not require the shareholder/director to be physically present in the UAE for incorporation It may own real estate in the UAE, with prior authorization from RAK Investment Authority. It may not do banking and insurance business without special license. It may maintain bank accounts and deposits in the UAE or worldwide. It is not obliged to maintain its books and records. It may hold shares in other UAE and worldwide companies. In Brief LocationGulfRAK Offshore is the first comprehensive offshore centre in the Gulf region.Time ZoneGMT+4Between Europe and Asia. Open on Sundays.International Business CompaniesYesFirst centre in the Middle East to offer IBC registration.TrustsNoNot offered yet.Offshore BankingYesAuthorized to open bank account with UAE banks.You can register International Business Companies bearing the status of Limited or Ltd. at RAK Offshore. Middle east and the GulfThanks to geographical proximity and cultural similarities, RAK Offshore is an attractive location for businesses from countries in the Gulf and the Middle East. These countries already have strong business links with the United Arab Emirates. RAK Offshore is also likely to benefit from the fact that some countries in the region suffer from political unrest and/or asset protection issues. Russia & CIS CountriesConfidentiality and financial privacy coupled with issues such as political uncertainty, weak currencies, taxes, severe foreign exchange controls and asset protection in Russia and CIS countries make RAK Offshore a viable option for businesses from these regions who seek an offshore location. Europe, India & Other CountriesCompanies in this region have a favorable image of the UAE as a business centre. Add to that their interest in investing in the booming economies and financial markets of the GCC and it is not hard to see why RAK Offshore is a perfect offshore location for these companies. Statutory description of private limited company International Business Company (IBC). Governing corporate legislation RAK Investment Authority (RAKIA) is the governing body and the companies are regulated under RAK Offshore Regulations 2006. Time-scale for incorporation 24 hours. There is a time difference of +4 hours to GMT. Availability of ready-made companies No. The regulations governing availability of namesGenerally the nature of the company has to be indicated through the words Limited or Ltd. Minimum and maximum number of shareholders A company may be formed with minimum of one shareholder and there is no limitation as of maximum. Statutory minimum paid-up capital requirements Minimum capital is not required for the incorporation of an offshore company But it has to be mentioned on the MOA.Classes of share available Share capital may be divided into different classes. Bearer shares are not allowed. Shares may be issued fully, partly or nil paid. Denomination of share capital AE Dirham and US Dollar can be used as the denomination for the capital. Any foreign currency is acceptable but prior consent has to be approved by the RAK Authority. Annual Costs As per request. Residency requirement on shareholders or shareholders meetings No requirement for a local resident to be a Shareholder, only proof of residence is required to be submitted. Information published relating to shares and shareholders The company must keep a copy of the share register at the registered office address. This is available for inspection by the members and is not publicly available. The company may voluntarily file at the Registrar the copies of the register of members. Minimum and maximum number of directors Sole directors are permissible. There is no statutory limitation for maximum number of directors permitted, although the articles may impose a limit. Are corporate directors or corporate shareholders permitted? Yes. Corporate entities are even permitted to hold shares in a RAK Offshore companies. Nationality and residency requirements of directors The director can be a resident or any foreign citizen but is required to submit the proof of residence and other relevant documents. Nature of the powers of the directors The directors have all the powers of the company that are not reserved to the members under the Regulation or in the memorandum and articles. Directors' meetings The directors may meet at such times and places within or outside the UAE as the directors may determine to be necessary or desirable. Telephone and other electronic meetings are allowed. Subject to a requirement in the memorandum and articles the director shall be given reasonable notice of meetings of directors, although this rule is subject to a waiver of notice. The presence of a director at a meeting shall be deemed to constitute a waiver on his part. The quorum of a meeting of directors is fixed by the memorandum and articles but where no quorum is fixed, a meeting of directors is properly constituted if one half of the total number of directors is present in person or by alternate. Information published relating to directors There is no public register of directors, although the company may voluntarily file its register of directors with the Registrar. Must accounts be prepared by the directors? A company incorporated under the Regulation shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company. Must such accounts be filed with the financial authorities? No. Must such accounts be audited, and if so by whom? No. They may be audited by persons approved by the directors. Must the company have a registered presence in the territory of incorporation? Yes. The company must at all times have a registered office and registered agent within Ras Al Khaimah. The registered office must be maintained either by the company or its registered agent. What records must be maintained in the territory and are they available for public inspection? A copy of the share register and the register of directors and an imprint of the common seal must be kept at the registered agent's address. Other records such as minutes of meetings of directors, members and copies of all resolutions may be kept at such places as the directors determine, but copies must be kept at the registered agents address. These are not available for public inspection, other than by members or directors. If copies of these registers and documents are kept other than by the registered agent, the registered agent must be notified of the location of the original. If the company fails to comply with these provisions it is liable to a fine. Company seal A company must have a common seal. Re-domiciliation provisions A company incorporated under the laws of a foreign jurisdiction may continue its existence as a company registered under the Act. Similarly, RAK Offshore business companies may transfer their domicile to foreign territories that permit such procedures. UAE Offshore and Properties - Real EstateMany speculators, investors and end users prefer buying, selling, managing (especially UAE) properties through a UAE Offshore company Called corporate ownership rather than individual ownership. Advantages of using a UAE offshore company for buying and selling Properties:Set up time: 24hours. Tax and duty exemption100% foreign ownership permitted and 100% tax and duty exemption.UAE Double Taxation Avoidance Agreement (DTAA)Corporate Bank AccountBank account opening with UAE prime banks, multi-currency, with full internet access, making it easier for international money transfers. Physical Office not requiredNo physical office in the UAE required with the Offshore License. You will use the physical address of the registered agent, saving you a lot operational costs in terms of renting offices. Asset Protection in Case of DeathIn case of death, corporate ownership of assets (such as properties) is transferred via simple company share transfer to new beneficial owner, saving a lot of legal inheritance troubles and costs. ConfidentialityCorporate ownership and business ensures beneficial owners confidentiality. Joint InvestmentsBest choice in case of joint investments and joint business owners. Advantages of UAE offshore over other Offshore Jurisdictions Very costly and time consuming mandatory legalization and notarization of Documents by UAE consulate and Ministry of Foreign affairs from other offshore jurisdiction such as BVI, Panama, Cayman Islands etc., can be avoided. Double Tax Avoidance Agreement (DTAA)Since the UAE has no taxes; accordingly double taxation prevention treaties are aimed at making the UAE a more attractive territory in which to operate. Generally, under these treaties profits generated from shares, dividends, interest, royalties and fees are taxable only in the state where the income is earned according to mutually agreed terms and conditions. To protect UAE investors from direct or indirect double taxation. Investments to be taxed in the country of residence other than that country of source. The U.A.E signed several bilateral agreements for avoidance and prevention of double taxation with most of its major trade partners.ADVANTAGES Reduced Dividends Tax Exempting Deposits from Tax Exempting Capital gains from Tax Exempting national air carriers and shipping companies working in international traffic from taxes and fees Exempting Government Sector Establishments from Taxes on Dividends, Interest and Capital Gains The Significance of the Tax Agreements to the Foreign Investor and the Investment funds Impact of the Tax Agreements on attracting Foreign Investments and capital MovementsList of Double Taxation Avoidance Agreements:NoCountryExecutionNoCountryExecution1Egypt26/3/199525Turkmenistan24/11/19992Algeria28/11/200126Armenia29/12/20043Yemen25/8/200127Tajikistan29/01/20004Tunisia24/2/199728Mongolia29/11/20025Morocco26/9/199929Azerbaijan30/04/20076Sudan28/11/200130Austria27/04/20047Syria11/6/200031Poland29/01/19948Lebanon25/10/199832Germany18/03/19969Mozambique04/05/200433Finland24/02/199710Pakistan29/01/199434Italy20/11/199511IndiaIndia (Protocol)21/08/199304/09/200735Czech26/06/199712Sri lanka04/05/200436France15/11/198913Philippine29/12/200437Belgium26/06/199714Korea04/05/200438Romania09/01/199615Singapore17/06/199639Turkey29/01/199416Indonesia17/06/199640Luxemburg07/05/200617Thailand12/11/200041Spain13/08/200618Malaysia17/06/199642Malta13/08/200619China05/06/199443Bosnia & Herzegovina30/04/200720New Zealand04/05/200444Seychelles06/02/200721Ukraine28/02/200445Mauritius20/06/200722Belarus02/01/200146Canada07/01/200423Holland29/11/200747Uzbekistan26/10/200724Bulgaria22/01/2008Why not Cayman Islands, BVI or Lichtenstein, But UAE-Offshore?Thanks to the EU Savings Directive of 2003 and recent US-EU initiatives to wipe out tax havens, the U.A.E became the better place to incorporate offshore companies for various reasons and purposes. UAE looks set to reap the rewards of a recent EU and US ruling under which banks are now forced to reveal information to tax authorities. Financial i