CYPRUS HOLDING COMPANY

Foreign Permanent Establishments (PE’s)

The profits of a Foreign Permanent Establishment of a Cyprus Holding Company will be exempt from Cyprus corporate tax if one of the following two conditions is fulfilled:

(1) The PE must not participate by more than 50% in activities which lead to passive income whether directly or indirectly.

And

(2) The foreign tax burden imposed on the PE must not be substantially lower than the tax imposed in Cyprus (6.25%).

Trading in Securities

Income arising from trading in securities is exempt from corporate tax.

The term “Securities” includes, but not limited to the following: ordinary participations (only if they result in titles); repurchase agreements or Repos on titles; participations in companies; units in open-end or closed-end collective investment schemes such as Mutual Funds; International Collective Investment Schemes (ICIS) and Undertakings for Collective Investments in Transferable Securities (UCITS).

Inheritance or Estate Tax

No Inheritance or Estate Tax imposed in Cyprus.

Wealth Tax

No Wealth tax imposed in Cyprus.

Thin Capitalisation Rules

The Cyprus tax legislation does not impose any thin capitalisation. However, caution must be exercised in relation to interest deductions for loans used for the purchase of assets not used in the business. Thus, interest expenses are disallowed for tax purposes.

Acquisition Costs

Any interest expense incurred for the direct or indirect complete acquisition of shares in a company (100%) will be tax deductible if the assets of the directly or indirectly acquired subsidiary do not include any assets that are not used in the business.

Transfer Pricing in Cyprus

Other than a provision in the Income Tax Law which requires transactions between “related parties” to be in accordance with the “arm’s length principle”, there is no explicit transfer pricing legislation in Cyprus. The Cyprus tax legislation has adopted the OECD guidelines to determine whether a transaction is considered “at arm’s length”.

Exit Route, Liquidation

There are no exit taxes imposed on the liquidation or sale of participations and shares of the company and distribution of the proceeds to the non-resident shareholders. As such, the Cyprus Holding Company offers an ideal exit route.

EU Directives

Cyprus has fully adopted all EU Directives, including the Parent-Subsidiary, the Interest and Royalties, the Merger Directive and the Savings Directive.

VAT & Holding Company

If the sole purpose of a holding company is the purchase and holding of interest in shares in other companies with the intention of deriving dividend income, then the company will not be considered to be performing an economic activity for VAT purposes and thus will not be considered as a taxable person.

Companies which do not perform economic activities are not liable to register for VAT purposes and thus cannot claim input VAT.

Holding companies may become liable to register for VAT if, in additional to the holding of investments, they have taxable or exempt activities such as:

• The supply of management services for a consideration to subsidiaries.
• The provision of interest-bearing financing to subsidiaries (unless the financing arises from dividends distributed by the subsidiaries to which finance is given)
• Trading in shares; e.g. purchasing and selling shares to profit from the fluctuations of the share price on a frequent basis.

Withholding Taxes

There are no withholding taxes on payments to Non Tax Resident people (Companies or Individuals) in respect to Dividends, Interest and Royalties used outside Cyprus.

Capital Duty – How it is estimated

In Cyprus, Capital Duty is estimated at a flat rate of €105 payable upon incorporation plus the amount equal to 0.6% of the initial authorized capital. Shares issued out of the initial authorized capital shall not transfer additional capital duty.

If a company wishes to increase its authorized share capital, then the 0.6% will be imposed on the amount of the increase. Capital duty can be minimized by issuing shares at a premium since share premium is not subject to capital duty.

Re-Domiciliation of Companies

Re-domiciliation of companies in and out of Cyprus is possible.

Royalties

See Section on intellectual property.

Additionally the following benefits are included the section Cyprus Tax System:

• Corporate Tax
• Losses Carried Forward
• Dividends Received from Abroad – (Special Defence Contribution)
• Capital Gains Tax
• Double Taxation Treaties