Seychelles most commonly used tax efficient vehicles

1. Seychelles most commonly used tax efficient vehicles

2. About Intercontinental Trust • Started off in Mauritius back in 1999 • Set up in Seychelles since 2005 • Key personnel have considerable experience in the Industry dating back to 1993 • Over 125 staff globally • Wide scope of services(from Int’l Tax planning, corporate structuring & administration to accounting, fund and back office services) • ISAE 3402 Type 2 Completed

3. The International Business Company (“IBC”) • Competitive license fees fixed for life at the rate originally paid. If the fees are reduced, then the rate is also reduced but if fees are raised the rate will remain the same. • Beneficial ownership and confidential information filed with Registered Agent (not made public) – guaranteed by Law • Subject to nil Seychelles taxation on foreign income • All civil proceedings heard by a judge in chambers. Not open court • Ease of re-domiciliation (both in & out) • Ease of bank account opening in various jurisdictions • May own or manage a vessel registered in Seychelles • Chinese names, Arabic or Cyrillic characters are permitted • Shelf companies are allowed & available • Fast incorporations – within a day

4. Minimal statutory requirements • Minimum of 1 director and 1 shareholder – may be corporate or individual in both cases. • Shareholders, directors and officers need not be resident in Seychelles. • No minimal capital requirement - may be issued in any currency. • Accounting records* must be maintained (but not filed) to give a true & fair view of the company’s affairs & explain its transactions • No returns are needed of shareholders, directors and officers. • No requirement to hold shareholders’ and directors’ meetings in the Seychelles. Telephone meetings are allowed but copies of all minutes/resolutions* must be kept at the registered office. ( • Register of Directors & Register of Members must now be kept in Seychelles but need not be filed with SIBA *(Registered Agent must be notified in writing of the physical address where such records are kept if kept outside registered office)

5. Ease of re-domiciliation to a Seychelles IBC • Notarised Certificate of incorporation & M&A – No apostille required • Certificate of good standing • Articles of continuation signed by directors & shareholders • Updated Register of Members & Register of Directors • Time frame: Same as a new IBC incorporation – Within 24hrs

6. Typical use of the Seychelles IBC • Trading & investment worldwide • Cost-effective tax exempt holding company • (Property, Shares..etc) • WFOEs (Wholly Foreign Owned Enterprises) in China • Tax exempt Mutual Fund • Hybrid company (i.e. limited by both shares & guarantee) – especially for Civil Law residents

8. Tax Resident Companies – Companies with Special Licences (“CSL”) • Regulated by the Companies (Special Licences) Act, 2003 • Seychelles domestic company (formed under the domestic Companies Act 1972) to which a Special Licence is granted under the Companies (Special Licences) Act by SIBA to carry any one or more specific activities

9. CSL permitted activities • Investment management and advice • Holding intellectual property – licensing/royalties • Offshore banking • Offshore insurance • Reinsurance • Investment & holding company regimes • International marketing & distribution • Group headquarters operations • Franchising • Intra-group services provider, HR, accounting… etc. • Any other business approved by SIBA • Now can also act as Mutual Fund

10. Statutory features of the CSL • Minimum of two shareholders. Nominee shareholders allowed. (Bearer shares are not permitted). • Minimum two directors who may not be resident in Seychelles (although at least one resident director is recommended for Tax Residency purposes) • No Corporate directors. • Seychelles resident secretary – must be a Corporate Service Provider in Seychelles • Requirement to file audited accounts, returns and beneficial ownership information, which are not made public • Continuation or re-domiciliation as a CSL allowed for companies incorporated abroad • CSL can be re-domiciled to another jurisdiction

11. Tax advantages of the CSL • Access to Seychelles tax treaties • Liable to Seychelles business tax at the rate of 1.5% on its world-wide income (as an exception to the Seychelles territorial tax system) • Normally, in DTA cases, foreign tax paid will be offset as a credit against, and discharge in full, all Seychelles business tax liability • No withholding taxes on dividends, interest and royalties, technical & management fees • Exemption from stamp duty on property transfers, share transfers and other business transactions • Exemption from trades tax on all furniture and equipment imported into Seychelles for office use • Exemptions from work permit fees for expatriate workers • These exemptions guaranteed for a period of ten years from the date of incorporation of a relevant company, and after such period the exemptions shall continue in force unless revoked/amended by subsequent legislation. • No Capital Gains Tax in Seychelles

12. CSL Incorporation process • Application made to the Registrar of Companies through SIBA • Time frame: up to 14 working days to be processed by SIBA Due diligence requirements: • Applicable to each director, beneficial owner and/or shareholder of a proposed CSL: • Certified true copy of passport • Certified proof of residential address • Bank reference letter • Curriculum Vitae (CV)

13. CSL Local statutory & legal requirements • Minimum two directors who need not be resident in Seychelles • Local resident secretary – must be a Corporate Service Provider in Seychelles • Nominee shareholders allowed (but names of persons on behalf of whom shares are held must be disclosed in the Register of shareholders – which is not available to the public) • Need to file annual return and accounts • Minimum of two subscribers for incorporation with at least 10% of the authorised capital to be fully issued at incorporation • Registered office must be in Seychelles • Register of shareholders and debenture holders must be kept at registered office or any other place in Seychelles • Register of directors and secretary must be kept at registered office • Minutes book of shareholders and directors meetings to be kept at registered office • Accounting records may be kept at registered office

14. Recommendations to reinforce tax residence substance in Seychelles • Appointment of a majority of local resident directors • Board meetings held and chaired from Seychelles • Accounting records maintained in Seychelles • Opening of bank account in Seychelles and investment made through a Seychellois bank account • Local joint signatories to bank account • Accounts to be audited by a local auditor in Seychelles • Holding companies in Seychelles e.g. IBC

15. Growing network ofDouble Taxation Avoidance treaties (“DTAs”)

16. Seychelles – Indonesia DTA • Seychelles – Indonesia DTA sets cap of 10% WHT on repatriated dividends (instead of usual rate of 20%). Articles 13(4) provides that no Indonesian capital gains tax applies on disposal of shares in Indonesian companies held by a Seychelles CSL • This DTA has attracted much interest following the termination of the Mauritius – Indonesia DTA at the end of 2004

17. Seychelles – PRC DTA • May be used as intermediary holding company – foreign investors may use a Seychelles CSL to own the Chinese operating company • Seychelles – PRC DTA caps the Chinese WHT payable on repatriated dividends at a low rate of 5% and on interest at 10%

18. Seychelles – PRC DTA - contd • Likewise, while Chinese WHT on royalties is a “standard” rate of 20% under the Seychelles – PRC DTA, WHT is capped at 10% • Given the CSL low tax rate of 1.5% on worldwide taxable income, in every “DTA Access” case where foreign tax is paid of an amount higher than 1.5% (e.g. 5% Chinese WHT tax on dividends), Article 23 will apply such that the foreign tax credit will be set off against, and discharge in full, all Seychelles business tax liability

19. Summary Table of DTAs *Oman – 10% on technical & management fees

20. Performance indicators Statistics on register as at 31-May-13 • Number of Corporate Service Providers: 65 • Number of International Business Companies (IBCs): 125,339 (Annual growth of approx. 15-20%) • Number of Company Special Licenses (CSLs): 260

21. Thank you…

22. Contacts Neil Puresh (Seychelles) or Richard Wilson (Singapore) or Ben Lim / Tommy Lo / Francoise Chan / Yan Ng (Mauritius) Intercontinental Trust (Seychelles) Ltd 1st Floor, #5 DEKK House, De Zippora Street, Providence Industrial Estate, P.O. Box 456, Mahé, Seychelles. Tel: (248) 437 3689 Fax: (248) 437 3299 • E-mail: seychelles@intercontinentaltrust.sc • Website: www.intercontinentaltrust.sc