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IPO structure in Cyprus - we need your help to incorporate please.

naomi

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naomiNew MemberAuthor
Joined
May 2011
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46

#1

We are a Russian company involved in retail trade of jewelry. Currently we are working on the possibility of running the IPO procedure for our company. What ownership structure of can you suggest for us? While considering this issue the following criteria must be met:

1. Possibility of running the IPO

2. Security of ownership.

3. Confidentiality of ownership.

4. Minimum taxation for the seller at the stock sale. And minimum taxes from getting dividends.

5. Simple management of ownership.

6. The possibility of inheritance.

Besides, the company's ultimate owner is an individual. This person is not currently a tax resident of any country. He has been living for the last year both in the USA, Russia and Australia. We are inquiring about the fact which country's tax resident he should be considered with the aim of minimizing the amount of taxes on the income received from his business and what structure shall he eventually own in order to minimize taxes. What will be the taxes rate and how to minimize them if he is a tax resident of:

a. Australia

b. USA

What country do you recommend for tax residence for minimize taxes from dividends? (not the Third World countries).

Before we start correspondence on the matter, we would like to clarify whether you have had experience in the development of such structures and how many similar cases you have dealt with. Upon receipt of your response we would like to have references to specific statutory provisions and judicial precedents. What is the cost of such kind of services?

JohnLockeOffshoreCorpTalk owner
Joined
Dec 2008
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15,888

#2

Thank you for your interest in our services and the incorporation of a Cyprus company.

I assume IPO means Initial Public Offer, ie the company in Russia will offer shares to the public and possibly listed in a stock exchange.

I believe that you want a Cyprus company that will get some of the shares of the Russian company from a major shareholder so that the major shareholder appears officially with a lower percentage.

We have experience on similar cases.

There will be no taxation in Cyprus for the sale of the shares. There will be also no taxation from the receipt of dividends from the Russian company, provided that this company is not an investment company. There are certain restrictions on receipt of dividends from investment companies. There will be a 17% special tax ( called ”˜Defence Tax') if the foreign company that pays the dividend ( Russian) gets more than 50% of its income from investing activities and the foreign taxes paid are less than 5%.

We will provide confidentiality through a nominee shareholder or through a Cyprus International Trust.

About the residency of the beneficial owner, we are not experts on US or Australia Tax Laws, therefore, we cannot advise on that.

For more information about the fees involved in the incorporation of a Cyprus company, please visit the below link:

Cyprus Company

Last edited: May 29, 2016

naomiNew MemberAuthor
Joined
May 2011
Messages
46

#3

Thanks for your reply. Could you help us arrange preparation of the company structure for IPO? We are interested in the questions below:

1. What structure is more qualified for IPO? It has to be secure for the owner and it has to be confidential.

2. Can foundations provide security?

3. Could you compare advantages and disadvantages between the BVI and Jersey companies for the IPO?

4. Could you explain difference between trusts and foundations; foundations and LLC?

5. RE Cyprus company: can a Cyprus company be a Cyprus tax resident if the director is not the resident of Cyprus, but decisions are made in Cyprus? Can such company get a tax resident certificate?

What is your consultation fee?

JohnLockeOffshoreCorpTalk owner
Joined
Dec 2008
Messages
15,888

#4

Please let me know if this is still relevant for someone, so we will go into details with it.

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