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The procedures for incorporating a Gibraltar Company is similar to that in other English language jurisdictions that have laws based on English law. Non-Resident companies in Gibraltar are Tax Exempt if they fulfill the International criteria as laid down by the OECD. AMP & Partners Ltd can give you advice on how best to structure Gibraltar Non-Resident Companies to your advantage taking into account Foreign Control Legislation. Most Gibraltar corporations currently pay zero or a token amount of tax.

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Gibraltar, a self-governing British colony, is  located on a small, narrow peninsula, at the southern tip of Spain. It overlooks the Strait of Gibraltar, and the northern coastal areas of Africa. Over the centuries, Gibraltar's unique position at the western entrance of the Mediterranean Sea, made it the focus of territorial power struggles.

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document and money.jpg If you are looking to reposition your business overseas, we at AMP & Partners Limited can help to point you in the right direction where our services include the setting up of overseas corporate structures, bank account opening and business plan preparation. A jurisdiction such as Gibraltar provides high quality legal, accounting and banking services. Gibraltar Companies are often used by business persons located in various countries around the world to safely hold capital and carry out transactions utilizing local professional services.

 

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Experienced Investor funds (EIF)

These types of funds are ideal to be used for investment purposes by smaller Corporations and high net-worth individuals (HNWI) or other experienced investors. Because EIF's can only receive investments from 'experienced investors' these funds can be set-up and approved by the Financial Services Commission relatively quickly. EIF's are often used as joint venture investment vehicles by groups of HNWI's or companies utilising EU pension and tax advantages.

In 2005 Gibraltar introduced Experienced Investor Funds (EIF) under the Financial Services (Experienced Investor Funds) Regulations, 2005.

The fund can be managed by its directors or by investment managers. Investment managers that manage funds in Gibraltar are required to be Gibraltar resident and approved by the FSC in Gibraltar. As such EIF funds usually appoint two local FSC approved managers in addition to other individuals or companies that will manage the fund on a daily basis. 

Gibraltar funds can be structured as open or closed funds. EIF's are commonly used as private equity or property funds. Whether open-ended or closed, a fund may be structured as private or public company, Protected Cell Company or as a unit trust. 

Please do not hesitate to Contact Us for further information.  

Public funds (UCITS) (Undertakings for Collective Investment in Transferable Securities)

These are licensed funds which are allowed to sell smaller amounts of shares to the general public. The licensing procedure is more rigorous than other funds and there is a need to have a physical office and trained staff in Gibraltar.

It is possible to structure these funds as umbrella funds, hedge funds, feeder funds, funds of funds and mutual funds

The Financial Services Commission is responsible for the regulation of investment funds in Gibraltar under the Financial Services Ordinance and the Financial Services (Collective Investment Schemes)Act 1991in compliance with the EU UCITS Directive (85/611/EU).

UCITS (Undertakings for Collective Investment in Transferable Securities) funds in Gibraltar are usually formed under a trust deed either as unit trust or mutual fund, or under the Companies Ordinance as private or public companies.

Under EU rules, UCITS's can be marketed throughout the EU under the Single European Passport provisions, if open-ended and if they satisfy listing criteria.

Please do not hesitate to Contact Us for further information. 

Through a business partner of AMP & Partners Ltd, we are able to offer a range of corporate services in Germany which include raising of funds through a Blind Pool. this concept is not so well-known in English law, but its nearest equivalent is a Hedge Fund.

The general structure is as follows: the holding company /fund is a private Hybrid asset management corporate vehicle registered in Frankfurt, Main. Structured with the holding company /fund there are several partner companies which have different functions. 1. Management 2. Investment 3. Investment Management 4.Treasury ; The liability of the companies are mixed in such a way to give tax advantages for the investors and the holding company /fund itself.

1. The fund is formed as a closed private equity fund which requires licensing and registration through a WKN/ISIN-number.

2. The fund must specify in its prospectus the capital it wishes to raise from private investors.Industry average, €20 million+.

3. The fund must specify a minimum investment, usually €10,000.

4. The fund must specify a specific timeframe for raising capital. Usually two years, with possible option for 2 year extension).

5. The industry average fund manager’s aggregate annual fees amount to 2% of the value of funds under management.

6. the industry average, up front fees charged to investors for purchase of stock, aggregate to 15.48%. (12% designated to promote fund and pay for commissions).

7. The fund managers are authorised to invest in other funds, venture capital companies, start-up companies, quoted and non-quoted companies.

Please do not hestitate to Contact Us for further information. 

Private Companies have historically been used as a means for one or more persons to jointly pursue a business interest, whilst limiting their exposure to personal liability.

Private Offshore Companies offer further incentives to investors as most enjoy the status of being exempted from corporation tax, capital gains tax, VAT, inheritance and wealth tax. Many Offshore Financial Centres (OFC's) have no tax treaties or exchange of information agreements with other countries and thereby the name of the beneficial owner of an offshore company does not have to be revealed to the authorities by law and confidentiality is assured. These companies are generally used for -

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Raising Capital in London 

Around 400,000 companies are formed in the UK every year. The City of London has historically been associated with finance and raising capital. The UK Government is always striving to make UK companies competitive in the world market. Some current advantages UK companies enjoy are:

  • Tax relief on disposal of substantial shareholdings
  • Modern tax regime for treatment of intellectual property
  • R&D tax credit at 25% for large companies
  • Tax relief on interest for buying participation's in foreign companies
  • Modern system of double tax relief
  • Low costs for raising capital 

Entry level for most companies is the PLUS Market  (formally called OFFEX)
AMP & Partners Ltd can assist clients with all the necessary requirements needed to list a UK plc on the Stock Exchange in London.  Services include:

  • Preparation of the Prospectus
  • Liaison and introduction to investment banks
  • Liaison, recommendation and engagement of sponsor for listing
  • Gaining approval to list on the PLUS exchange and completing related IPO fundraising

Please do not hesitate to Contact Us for further information. 

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IR35 was introduced in April 2000 by the UK Government's Tax Authority (Revenue) which many saw as a means of the Revenue gaining additional taxation.  The Revenue claimed that many "contractors" were really employees of their end customer and were not self employed at all. Previously to this all self employed individuals were able to use limited companies to provide services.

The self employed person could draw a reasonable salary from his limited company and then draw the balance of the profits earned by his company as dividends. This was a tax efficient arrangement. Most of the profits of the company would be paid out as dividends (which are taxed again if paid to the contractor as a shareholder). It was however possible that individuals running their own contractor company could avoid being taxed as employees altogether.

The Inland Revenue (HMRC) Stated:

"The purpose of the new rules (IR35) is to remove opportunities for the avoidance of tax and Class 1 National Insurance Contributions by the use of intermediaries, such as service companies or partnerships, in circumstances where an individual worker would otherwise be an employee of the client or the income would be income from an office held by the worker."

The actual rules for IR35 have been legally difficult to define and in fact the Revenue has quite a poor record in Court at enforcing it. Not everyone can comply with IR 35 regulations but we at AMP & Partners can provide some common sense advice and can walk you through the options available. Please Contact Us  for a free confidential assessment.

 

HMRC has suffered several defeats in court over IR 35, the most notable cases being engineering contractor and PCG member Mark Fitzpatrick and IT contractor Elaine Richardson. Elaine battled with HMRC for over five years over its claim for more than £50,000. A tax tribunal ruled that her contractor limited company, ECR Consulting, “is a genuine business and therefore not the target of the IR35 legislation”.

Contractor Gary Hughes won his case against HMRC after a Birmingham tax tribunal ruled that “there is no mutuality of obligation and the degree of control which would have been needed to establish a contract of employment just did not exist".

Contractor Phil Winfield won his IR35 battle against HMRC. Eight years after the taxman started its investigation into his company, Primary Path Ltd.  A first tier tax tribunal found Primary Path to be genuinely in business of its own account.

We at  AMP & Partners would be happy to provide a 'no fee' consultation to discuss your current contractor situation and IR 35 Compliance. Contact Us to find out more 

 

Overseas Contractor jobs can be sourced through international recruitment agencies. Opportunities exist worldwide for existing contractors who wish to work overseas to broaden their experience and seek quality jobs, better pay and higher prospects for growth as well.

This is the main reason for the growth in International Recruitment agencies. However potential overseas contractors will pay a substantial percentage of their salary to the employment agency, sometimes as much as 20%.

Another alternative is to seek your own overseas contract. Offshore Accountancy firms such as ourselves could be a useful first port of call. We act for a variety of clients all over the world where we prepare accounts and look after their business affairs. Setting up your own offshore company  where your skills can be advertised on your own website or other industry or Agents related websites could be a great first move to securing one or more overseas contracts. In this way you could eliminate Agent fees and be in control of your own destiny.

For IT Engineers and other industries there may not be a requirement to physically spend large amounts of time abroad and some of the work on a foreign contract could be carried out in your home country. This may enable you to enter into a number of short or part time contracts at the same time. Dependant on legislation in your home country some or all of this work may not be subject to taxation.

For UK residents who are seeking guidance on compliance with IR 35  regulations, please contact us .

We actively network with our clients and by registering with us we can forward your details to them where at least your CV can be kept on file and which may lead or develop into a contract or employment.

Opportunities exist in various sectors include IT,Engineering, Medical Services, Oil and Gas, Hospitality and Construction.

Please go to the contact page  to make an enquiry about vacancies and contract opportunities in Saudi Arabia, Qatar, Oman, U. A. E, Kuwait, Bahrain, Middle East, Asia Pacific, Africa, USA and Canada.

 

As one of the world's leading financial centres many offshore consultants based in London deal with international clients where they may be engaged on a freelance basis to carry out a contract abroad.

In certain circumstances depending on the length of the contract, the amount of time required spent overseas and the likelihood of the renewal of contracts, offshore consultants based in London may have some justification to conduct some of their business affairs through an overseas or offshore company.

This especially if the client or partner requires a joint-venture and the project is of a long-term nature. Conducting business affairs through an offshore company has several benefits:

  • ability to claim and account for international expenses
  • the protection of a limited liability company where the usual share capital is £100 and claims from any creditors would be limited to this amount
  • the flexibility to build the company into an international business where the location of your temporary or permanent residence would not have an impact on the ability for the company to carry out its business.  
Because of IR35 rules  you may feel that you are not eligible to trade through a corporation or even conduct your business through an overseas company.  If you feel that you may meet some or all of the criteria detailed on this page, please do not hesitate to contact us  for a 'no fee' consultation. 
This especially where your intention is to carry out overseas contracts and establish your own international consultancy. Your business strategy may require you to explore all of the options to remain competitive in a global market. Read more on how to become a contractor overseas.

 

Under new CFC (Controlled Foreign Corporation) Rules implemented in UK's Finance Bill 2011, upon meeting certain criteria UK Nationals or UK Companies will be able to establish an overseas company and earn up to £200,000 profit, tax free.

This if the overseas subsidiary is established in an offshore financial centre such as Gibraltar where there is zero Corporation Tax liability for Non resident Gibraltar Companies.  Corporation Tax is levied at 10% for companies that trade or remit income to Gibraltar. 

UK Companies who satisfy the following activities or conditions may be exempt from CFC Rules :

  • Intra Group trading activities where there is minimal connection with the UK and little risk that UK profits have been artificially diverted.
  • Where the main business of the company involves the exploitation of intellectual property and where there is minimal connection with the UK.
  • For a period of 3 years when a UK Group takes over an overseas group where there are a number of overseas companies which have already been established.  
  • Where there is a genuine commercial reason (motive defense) for using an overseas company where anti tax avoidance is not the motive.
Please Contact Us  to find out further details about how you or your company can meet the criteria for establishing an overseas business.  

 


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