Company Formation and Management
Zeta does not only provide cost-effective incorporation services but is also specialised in administering these companies.
The process of company formation will depend on the jurisdiction where the company is being registered. Zeta advisors will discuss and inform our clients on the international tax and legal implications as well as the processes that take place when incorporating a company. Limited liability companies remain the most popular vehicles for businesses to carry out their operations. This is because, with limited exceptions, the obvious advantage that the company can protect its owners from personal liability for business debts.
We have the expertise to help our clients identify which corporate jurisdiction would be the best suited for the formation of their new company. Zeta’s advisors will take the time to ensure that the corporate structure identified will provide not only a number of benefits but also legally protect the client’s assets, allowing access to worldwide markets.
Malta, a southern European island, has quietly emerged as one of Europe’s most stable and innovative financial domiciles. Despite Malta drawing a large influx of tourists due to its warm climate and vast culture, the small and densely populated state has much more to offer. Malta’s decision to join the European Union in 2004 and the Eurozone in 2008 have proved critical to its development as a major finance and business center.
Malta has strong banking, insurance fund and wealth management sectors that have attracted investment from the world’s leading financial institutions, blue-chip multinationals, and high-net-worth individuals.
Malta’s Companies Act is primarily formulated around English Law and EU directives and defines the type of Maltese corporate entities or commercial partnerships that may be formed.
The following types of companies are available:
- A limited liability company;
- Limited partnership;
- General partnership;
- Branches of Foreign Companies and Other Entities.
The incorporation of a Maltese private limited liability company will typically take between three to five working days, from the time the appropriate documents are presented to the Malta Business Registry, to be processed and finalised.
Taxation of a Malta Company
The company rate of tax is 35% on the chargeable profits based on the audited accounts of the company. Despite this, a system of tax refunds rewarded to shareholders provides substantial fiscal benefits, reducing Malta tax to shareholders to 0% in the case of holding companies, and 5% in the case of trading companies. In both instances, there are specific legal requirements that must be satisfied in order for shareholders to benefit from such refunds.
Key Factors for Malta Incorporations
- It is one of Europe’s top performers. In recent years, Malta has been ranked among the strongest EU economies in terms of GDP growth;
- English is the nation’s official language, with Italian and French being spoken by many;
- A region of opportunities. Malta is conveniently situated within two to three hours direct flight time from Europe’s major cities;
- A credible challenger. In 2011, the European Commission viewed the competitiveness of Malta’s economy in terms of labour productivity as above average in an EU-wide comparison, while the country has retained its ranking in the Global Competitiveness Report 2011-2012, placing 51st of 142 countries;
- Flexible regulatory framework and regulator. All financial services fall under one regulator, the Malta Financial Services Authority (MFSA). Companies benefit from streamlined procedures, lower regulatory fees, and reduced bureaucracy.
Gibraltar is a popular location for the registration of international trading companies. one of the most beneficial aspects of incorporating a Gibraltar company is there is no tax on profit if the profit is generated from activities outside Gibraltar.
Gibraltar is a UK dependency and Gibraltar companies are structured in a similar way to UK companies. Companies are incorporated under the Companies Act which is based on English law however it has been adjusted to suit Gibraltar’s needs.
The following types of companies are available in Gibraltar:
- Public Limited Company – A Public Limited Company may issue shares to the general public and may be quoted on the stock exchange;
- Private Limited Company – A Private Limited Company may issue shares to a restricted group of people. It is not permitted to offer shares to the general public and its shares may not be quoted or traded on any stock exchanges;
- Company Limited By Guarantee – A Company Limited by Guarantee does not generally have a share capital or shareholders instead, it has members who act as guarantors.
Taxation of a Gibraltar Company
With the exception of royalty income and loan interest above £100,000 per annum, only income which accrues in or is derived from Gibraltar is subject to tax in Gibraltar. As long as the preponderance of income-generating activity of a Gibraltar company takes place outside Gibraltar, it will not pay corporation tax in Gibraltar.
Key Factors for Gibraltar Incorporations
A number of factors make Gibraltar attractive for offshore business conduct:
- Good geographical location and bilingual (English and Spanish) territory;
- Cost-effectiveness and attractive fiscal regime for offshore investors;
- Excellent reputation, stable government, and special status within the European Union;
- Excellent infrastructure and communications;
- Favourable tax status for offshore banks;
- No exchange controls.
The UK is historically recognised as a well-established and reputable jurisdiction in which to conduct business. The UK offers attractive tax structuring compared to other EU countries. With 110 treaties it is one of the best tax treaty networks in the world. With a diversified economy, opportunities for new investors to access a domestic market can enter the UK as a gateway to the rest of the world.
UK company law allows for the incorporation of several different types of corporate entities, each having a specific purpose. The following types of companies that can be registered are:
- Companies limited by shares;
- Unlimited companies having a share capital;
- Companies limited by guarantee (without share capital).
A company limited by shares is the most common type of registered company, which can take two general forms:
- A private company; or
- A public company
The key difference between public and private companies is public companies are permitted to offer their shares to the public and to be traded on recognised exchanges whereas, private companies are prohibited from offering their shares for sale to the public.
Taxation of a UK Company
A company that is incorporated in the UK is considered a UK resident for corporation tax purposes. The normal rate of corporation tax is 19%. Exceptions apply when a company, treated as UK resident, would also be treated as resident in another jurisdiction under a double tax treaty. Th company can be treated as resident in the other jurisdiction. Corporation tax is assessed on the profits of a company arising in its accounting period and then charged at the rate for that accounting period, profits do not include dividends or other distributions received from UK companies
Key Factors for UK Incorporations
- Well understood and reliable rules of law;
- Transparent and business-friendly regulatory environment;
- Well-educated English-speaking workforce;
- One of the largest network of worldwide double-taxation treaties.
Zeta provides advice on the most suited corporate structure to suit your requirements. There are various options of corporate structures that can be formed in Luxembourg, with the most common being a Limited company locally know as a S.A.R.L.
The jurisdiction of Luxembourg is also an ideal place to incorporate a Holding Company, which allows our clients to legally minimize tax earnings sourced from other European Countries. Corporate Structuring is common in Luxembourg for cross-border investments. The country is a member of the EU and has a stable Government. The country’s economy significantly lies in the Financial Sector having more than 200 banks, over 3,900 investment funds and approximately 20,000 Holding Companies.
The local authorities encourage foreign investors to set up a fund in Luxembourg. Luxembourg investment funds are split into 3 areas:
- UCI (Undertaking for Collective Investment);
- UCITS (Undertaking for Collective Investment in Transferable Securities – designed for retail investors);
- SIF (Specialised Investment Funds).
All the above-mentioned investment funds are not taxed on their income nor on capital gains obtained in Luxembourg. A stamp duty on the share issues or transfers is not required.
Luxembourg has a large number of double tax treaties concluded by the Grand Duchy with many countries worldwide.
Shelf companies are available for those who want to start doing business without having to wait for the normal length of the incorporation process.
Switzerland is strategically located in the heart of Europe, from a trading perspective, with the neighbouring countries of the European Union. Switzerland ranks as an international financial centre with an excellent reputation.
This confederation is made up of 26 autonomous cantons. Thanks to a flexible fiscal policy based on discretion (confidentiality and anonymity: two strong points of this jurisdiction), as well as its’ wealthy economy, Switzerland allows entrepreneurs to enjoy a number of advantages in order to optimise company’s profits.
- Although Switzerland is not considered a tax haven by the OECD, those who set up their company here can carry out their business enjoying a professional image and excellent reputation at a global level;
- Companies most frequently used are the Société Anonyme (S.A.) and the Société à Responsabilité Limitée (S.A.R.L.);
- There are zero limitations regarding the number of shareholders. A single shareholder may be sufficient who can also be an employee of the company. However, it is mandatory that the company has at least one Director resident in Switzerland (Zeta can put you in touch with resident Directors if necessary);
- The minimum capital requirement to be paid at the time of the incorporation of the company is CHF 100,000 for the S.A. and CHF 20,000 for the S.A.R.L.;
- Shareholders who set up a S.A.R.L are not anonymous and their identity is listed in the local registry. In some cases, we can offer solutions to preserve their anonymity;
- Shareholders who set up an S.A. may choose the bearer report system and thus not appear in the Commercial Register;
- By being “out of Europe”, Switzerland is not obliged to comply with the decisions of the Euro Zone for fiscal and financial matters. However, in order to nurture relationships with international partners and avoid appearing on blacklists, Switzerland has introduced a new tax convention model. Every company set up in Switzerland pays a tax or duty on the profits that vary depending on both the canton in which it was set up and on its activity;
- Similarly, Swiss companies are required to maintain their accounts and file their annual statement.