Archive for June 29th, 2011

Процедура учреждения форекс компаний на Кипре отличается от соответствующего процесса учреждения обычных фирм, так как данные компании считаются инвестиционными, и для  их учреждения требуется полное соответствие с законами, регулирующими данную деятельность,  включая Закон о Компаниях Республики Кипр.

Вначале необходимо учреждение обычной компании. Впоследствии подается зявление в Комиссию по Ценным Бумагам и Биржам (CySEC), с целью приобретения соответствующей лицензии.

После учреждения кипрской компании, требуется открытие счета компании в кипрском банке, а также оплата  уставного капитала компании.

Минимальная сумма уставного капитала будет зависеть от  вида учреждаемой компании форекс. В целях надлежащего консультирования относительно минимальной суммы уставного капитала, нам потребуется предоставление подробной информации касательно деятельности  компании. Например, что касается стандартные форекс компании, предоставляющие такие услуги, как  инвестиционный консалтинг и прием / передачу заказов в отношении  финансовых инструментов, которые не распоряжаются капиталом своих клиентов, данная сумма уставного капитала составляет 80,000 евро.

В случае, распоряжения капиталом своих клиентов, а также предоставления торговой  платформы форекс,  минимальная сумма уставного капитала должна составлять 200,000 евро.

Следует отметить, что в случае предоставления нижеуказанных услуг сумма минимального уставного капитала должна составлять не менее 1,000,000 евро:

i)     Работа с собственным счетом

ii)    Андеррайтинг

iii)   Размещение финансовых инструментов без твердых обязательств

iv) Операционная деятельность с использованием многосторонней торговой площадки

Для подачи всех соответствующих документов как в Комиссию по Ценным Бумагам и Биржам, так и в органы власти Республики Кипр необходимо предоставить операционное руководство и бизнес-план.

Согласно кипрскому законодательству, органы власти обязаны ответить на заявление, в течении 6 месяцев с момента подачи заявления.

Юридическая фирма «Н. Пирилидес и Партнеры» предоставляет полный спектр консультационных услуг, касающихся учреждения, лицензирования, а также функционирования инвестиционных компаний на Кипре.

Наша команда высококвалифицированных профессионалов гарантирует успешную реализацию процесса по приобретению гражданства ЕС, посредством получения соотвествующей лицензии  Комиссии по Ценным Бумагам и Биржам (CySEC).

http://www.multilysis.com/?lang=ru http://www.pirilides.com/ru

 

In a globalized economy, where multinational companies are pushed to maintain and increase quality while cutting costs to meet increasingly higher client expectations, Cyprus provides a complete value proposition:

Strategic Location Europe’s Middle Eastern Outpost

Cyprus’s strategic location at the crossroads of three continents has been a major factor in shaping its history throughout the centuries and its development into not only a major eastern Mediterranean trading post but also a reputable international business and services centre.

Upon membership into the European Union, Cyprus is being transformed into a key outpost in the Eastern Mediterranean, facilitating partnerships and serving as the springboard for investments among Europe, Africa, and Asia. Providing the perfect gateway for businesses to penetrate new markets, Cyprus is a heaven for modern business.

Cyprus has become the EU’s key trading post in the eastern Mediterranean, providing a point of exchange between Europe, Africa, and Asia. The island’s location also makes it an ideal transshipment centre, with Cypriot companies operating independently and with foreign partners to ship goods into and out of the EU via Cyprus. Unsurprisingly, Cyprus is one of the key international transshipment centers with substantial amount of products re-exported; amounting in 2005 to approximately €802 million Euros.

Living and working on the island for all seasons

Cyprus offers a wonderful environment for a very comfortable standard of living

Indicatively, according to the latest publication of the Human Development Index which is a measure of the standard of living of a country, Cyprus ranks as the 28th highest in the world, with 90.3 points. The highest score was 96.8 points.

Arts and culture have a long tradition in Cyprus with historical monuments dating back to 10,000 BC. In the capital of Lefkosia there are over seventeen museums showcasing a broad array of archaeological collections, byzantine icons, coinage, paintings, and other cultural treasures. Cyprus boasts several artists and painters and the gallery community has grown steadily in the last few years. The Performing Arts are flourishing. Throughout the year, local and international festivals, concerts of renowned performers and events take place in ancient open air amphitheaters, including international independent film festivals, annual classical music festivals and an opera festival at the end of summer.

In the recent years a burgeoning fashion milieu has grown from numerous young, creative and entrepreneurial fashion designers, many of whom have trained in the world’s renowned art and design institutions and fashion capitals.

Gastronomy and wine have a long tradition in Cyprus. Local cuisine based on the Mediterranean diet provides several culinary treasures ranging from healthy salads, the famous halloumi cheese and vegetable appetizers, to main courses which include goat meat on the spit, pork reduced in wine, and scrumptious honey dipped deserts and fruits preserved with recipes dating back hundreds years

Stress levels are low and business is still largely done with a personal touch and slower pace of life. Crime rates are very low and the sense of safety and security is quite high across the country

Commutes are minimal. The island has a developed network of four lane highways linking all main destinations. One can drive from the capital, Lefkosia, to the beach in Larnaca, in about 30 minutes

With a pleasant weather throughout the year, sports aficionados can ski in February, swim and kite surf until October, bike and play tennis and golf all year

European Union Member State

After a long journey of over three decades, the Republic of Cyprus became a full member of the EU on May 1, 2004.  Accession to the EU was a natural choice for Cyprus, driven by its culture, civilization and history, as well as its unwavering commitment to the values of democracy, freedom and justice. EU accession has launched a new era of opportunities and responsibilities for Cyprus

The application of the EU laws and regulations, known as the Acquis Communautaire, is suspended for the area under military occupation by Turkey, pending a solution to the division of the island

With the dawn of 2008, Cyprus joined the European Monetary Union leveraging a robust economic performance marked by banner key indicators.  Apart from achieving and maintaining the indicators to meet the strict EMU entrance requirements, a key advantage of joining the Eurozone is price transparency: with exchange rate risk eliminated and costs significantly lower, prices are transparent across the Eurozone, fostering competition and lower prices in the medium to longer term

Accession to the EU has also launched a new era of commitment to growth in Cyprus.  Cyprus encourages Foreign Direct Investment opportunities in the economic growth sectors, highlighted in the country’s Strategic Development Plan 2007-2013.

Advanced telecommunications network and infrastructure

Transportation

Two international airports, a modern road network and multipurpose port facilities have long established Cyprus as a commercial, financial and business center in the region. More than 33 Airlines operate scheduled flights from and to Larnaca International Airport (5 km from Larnaca town centre) and Pafos International Airport (15 km east of Pafos town).

A new airport in Paphos was inaugurated in November 2008 increasing capacity by 58%. The new airport in Larnaca began its operations in late 2009, increasing arrival capacity up to 9 million passengers per year. One can be in London, Moscow or Dubai in about four hours from Cyprus!

Highly qualified and multilingual labour force Education

Cyprus has a young, well-educated talent pool. The country is committed to education and is focusing on reforms to achieve sustainable growth. Since 2004 Cyprus has consistently allocated over 6% of GDP of public expenditure on Education.

There are 343 public and 28 private primary schools and 127 public and 38 private secondary schools (in 2008/09). Since 2005, Cyprus is in the top ten countries within the EU with the lowest pupil per teacher ratio of 11 pupils per teacher.

In 1996, Cyprus established the Cyprus Council for the Recognition of Higher Education Qualifications which oversees the implementation of standards in higher education in the three public, including one Open University, and four private Universities. Cyprus has more than 30 colleges and 200 accredited study programs.

With accession to the EU in 2004, to ensure the highest standards of quality in education, the Ministry of Education & Culture has harmonized the educational system of Cyprus with the European standards & guidelines.

In 2009, 47.5% of the population of Cyprus between the ages of 25-34 held a Bachelor, Masters, or PhD degree. The EU27 average equivalent for the same year was 32.3%.  Also, 52% of Cypriot tertiary students studied abroad in 2009. In Nicosia alone, there are over 1300 researchers, providing ample opportunity for growth in research, knowledge and innovation.

An average annual starting salary for a young graduate with a Bachelor Degree is €22,800. The employee will contribute €1,500 for social security will pay €4,560 income tax. The employer will contribute €1500 to social security, for an average total labor cost, for such talent, of €24,300 per year.

Lowest EU corporate tax rate of 10%

Exemption from Tax:

• Dividend income
• Profits from overseas permanent establishments
• Dividend

No withholding Tax on:

• Dividend income
• Interest and royalties paid from Cyprus

Double Taxation Agreements:

Cyprus has developed a wide network of Double Tax agreements with over 43 countries, ensuring that the same income is not taxed in more than one country. Cyprus is in the stage of negotiating the conclusion or awaiting ratification of Double Taxation Agreements with several more countries.

International Trusts

Cyprus International Trusts are widely used as a vehicle for international tax planning, offering the following tax advantages:

• Income and gains of a Cyprus International Trust, derived from sources outside Cyprus are exempt from any tax imposed in Cyprus under certain conditions.
• Dividends, interest or other income received by a Trust from a Cyprus international business company are not subject to tax nor are they subject to withholding tax.
• No capital gains tax is charged on the disposal of assets of an international Trust.
• Exemption from taxation in the case of an alien who creates an International Trust in Cyprus and retires in Cyprus under certain conditions.

Shipping

Cyprus is considered as one of the most competitive shipping centers in the world in terms of registration fees and taxes.

• No tax is imposed on profits from the operation of Cypriot registered vessels, or on dividends received from a ship-owning company.
• Income arising from ship management activities is subject to tax at 4,25%. Alternatively, a ship-management company may choose to pay at a rate equal to 25% of tonnage tax rates of vessels under management if deemed more beneficial

Cyprus has one deep-sea port in Lemesos which expands over 1.3 square kilometers. Operations have begun to also transform the Larnaca port into the second deep-sea port on the island. There is also a shipping terminal at Vasilikos, close to Lemesos. During 2007, 5466 ships called at Cyprus ports. Given its location and infrastructure, Cyprus welcomes investment to strengthen capacity and growth in logistics.

Reputable International Shipping Centre

Cyprus is a highly reputable international shipping centre, ranking among the 10 leading maritime nations in the world; with a merchant fleet exceeding 40 million gross tonnage and nearly 2000 vessels. More than 1000 vessels with 21 million gross tonnage are registered under the Cyprus flag.

Ship Managagement

Cyprus constitutes one of the largest shipmanagement centres in the world; around 50 shipmanagement companies and marine-related foreign enterprises are conducting their international activities in the country while the majority of the largest shipmanagement companies in the world have established fully fledged offices on the island.

The accession of Cyprus to the European Union has undoubtedly had a considerable impact, both in terms of quality and quantity on the structure of the community fleet. In terms of tonnage, Cyprus accounts for 16% of the EU fleet, thus enhancing considerably the market share of the European fleet in international sea transport.

Transshipment

Cyprus has long developed into a transshipment centre for Asia Pacific trade with Europe as well as with shipping markets situated along the coasts of the Levant and Black Sea, or the North Adriatic. These markets can be easily accessed from Cyprus with minimum diversion from main arterial routes. This development is attributed to the key position of the island, the efficient customs formalities and the reliable handling and delivery system.

Likewise, Cyprus is a natural hub for other main-line deep sea trades traversing the Mediterranean, to North Africa and the Middle East. The main products re-exported from Cyprus are tobacco, processed foodstuffs, beverages, textiles and textile articles, minerals and chemicals. Cyprus could be used as a base for exporting to the Middle East, North Africa and Asia.

Led by its geostrategic position, the island has been a pioneer in the development of purpose-built container terminals in the Eastern Mediterranean, and was one of the first countries in the region to use specialized container gantry cranes.

Notably, Cyprus is classified as a low tax jurisdiction; meanwhile, its fiscal and regulatory regimes as well as its legislation are fully aligned with the EU’s acquis communautaire.

Cyprus is an attractive location for the establishment of shipmanagement companies and companies with shipping related activities. The geographical position of the island, its accession to the main international maritime conventions, as well as the generous tax incentives and the extensive network of bilateral agreements in merchant shipping, have enabled Cyprus to become an ideal shipping centre.

New Shipping Tonnage Tax System

The European Union´s approval of a fully revised and upgraded Cyprus Shipping Taxation System in March of 2010 is a turning point for Cyprus and European Shipping. The new Shipping Taxation System covers the three basic Shipping activities in International Shipping, namely Ship owning, Ship management (including Crew Management) and the Chartering of vessels. The benefits of the new system may soon render Cyprus, the “Shipping Metropolis” of Europe. Ship-owners are exempted from Income Tax and are automatically taxed under the Tonnage Tax System. Ship managers and Charterers can exercise their option to be taxed under the Tonnage Tax System.

Telecommunications

Considerable investment has been made into transforming the island into a telecommunications hub for the region. Cyprus is connected to a number of advanced technology submarine cables which provide excellent connectivity to Europe, the Middle East and Asia. In addition, seven satellite earth stations provide further satellite telecommunications connectivity making it easy for companies to locate here and be connected globally through an advanced and reliable communications network.

FDI track record

Cyprus is one of the most attractive locations for foreign investments, ranking among the frontrunners of the world indicating both high FDI performance as well as high FDI potential, based on the latest data of the Central Bank of Cyprus in 2010.

• In 2009, Cyprus attracted a total of 4,122 million Euro in Foreign Direct Investment (FDI) compared to 2,764 million Euro in 2008 and 1,626 million Euro in 2007.
• The long-term FDI trend is positive, and Cyprus has the potential to attract even higher FDI.
• In 2009 the top three FDI sectors were Financial Intermediation (58.13%), Trade and Repairs (23.68%) and Real Estate and Business Activities (15.73%).
• The leading sources of FDI inflows to Cyprus in 2008 by geographical/economic zone were European countries (over 2,357 million Euros), America (187.8 million Euros) and Asia (138.3 million Euros)

Macroeconomic stability with successful economic performance

Cyprus’s real GDP growth rate is well above the average growth rate of EU 27 as well as that of Eurozone. Specifically, in 2009 the real GDP growth rate reached -1,7%. The annual growth rate is expected to continue in such high levels in the future.

Cyprus enjoys macroeconomic stability which is reflected through various indicators including Real GDP Growth, Inflation and Unemployment.

Professional services offered

Acknowledging that information and knowledge would be the drivers of sustainable growth in the global economy of the future, Cyprus has undertaken a major role in facilitating the exchange of ideas, services and support among professionals worldwide. In fact, in 2009, about 78% of the country’s economy is based on the provision of services.

Legal services

Cyprus inherited a legal system based on Common Law. The legal profession is long established and consists of many independent law practices. Highly qualified and well trained professionals can provide expert and reliable advice on all aspects of business and commercial law, both local and international.

Accounting services

The accounting profession is very well represented, with many international companies operating on the island, as well as a number of private individuals providing accounting, auditing and consulting services. Most accountants are British trained and members of either the Institute of Chartered Accountants or the Chartered Association of Certified Accountants.

Banking and financial services

The banking sector is well developed and caters for a wide variety of financial needs of both businesses and individuals. The commercial banks and specialized financial institutions offer full and varied local, national and international services on personal and corporate level. They offer a wide range of services including insurance, leasing, hire purchase finance, factoring, mutual fund management, investment and consulting as well as custody and asset management services. Cypriots and foreigners residing on the island enjoy the benefits of a well developed insurance industry with all types of risk accepted mainly through agents and intermediaries.

Local business and financial consultants have typically trained at European or US universities and many have worked overseas before setting up in Cyprus. They offer advice on the whole spectrum of modern business and investment. Overall, the professional services sector plays a significant and rapidly expanding role in the Cyprus business landscape.

http://www.pirilides.com/ and http://www.multilysis.com/

 

N. PIRILIDES & ASSOCIATES LLC - http://www.pirilides.com/ – provides a complete range of consulting/advisory services for the establishment, licensing and operation of Investment Firms in Cyprus. Our experienced team guarantees successful implementation of your aim to acquire an EU passport through obtaining a license to operate as an Investment Firm from the Cyprus Securities and Exchange Commission (CySec). In brief our services include:

• Establishing a Cypriot Company
  • Complete application process to obtain CySec authorization to operate as a Cypriot Investment Firm (including FX Brokerage Firms)
• After license Legal and Accounting support
• Internal Audit services
• External Audit services
• Compliance and Anti-Money Laundering services

Passport

MiFID allows investment firms (IFs) to operate throughout the EU on the basis of authorisation in their home Member State (the “single passport”).

The cross-border provision of investment services becomes easier through the so-called “passport”. Providers of investment services are able to offer their services in other markets in other EU member states. For example an IF granted authorization from the Cyprus regulatory authority (Cyprus Securities and Exchange Commission) may offer the services covered in its license in other member states either by establishing a branch or without establishment (free provision of services). No authorization by the other country’s supervisory authority is required.

Authorisation and establishment of Cypriot Investment Firms

Our experienced team can implement the complete authorization process in the most cost effective way. Our professional approach guarantees the preparation and submission of a complete and comprehensive application file in accordance with Cyprus Securities and Exchange Commission (CySec) regulation so as to obtain the license in the minimum possible time. Our services include:

• Advising on selecting the proper form of presence in Cyprus
  • Cypriot Investment Firm (CIF)
  • Branch of the Investment Firm (I.F.) of the home company

• Preparation of a complete application file which among others includes:

• Advice on the most cost effective organizational structure based on your specific needs
• Preparation of the Internal Procedure Manual based on your specific needs
• Preparation of the Risk management and procedures manual regarding money

laundering and terrorist financing

• Preparation of the Business Plan
• Completion of all relevant Cyprus Securities and Exchange Commission (CySec) application forms
  • Advice and review relevant questionnaires of shareholders, directors and

head of departments

• Step   by   step   advice   for   the   collection   of   all   required documents/certificates of applicant, shareholders, directors and head of departments
• Follow up and response to CySec questions up to obtaining the license
• CIF registration after the authorization
• Suggesting qualified directors and staff
• After granting of the license we offer:

• Legal support
• Accounting support
• Training courses
• Internal and External Audit services
• Compliance and Anti-Money Laundering support
• Consulting/Advisory services concerning Compliance with existing Law and Regulations
• Consulting/Advisory services concerning Operational requirements
• Consulting/Advisory   services   concerning   KYC   and   Anti   Money

Laundering procedures

• Consulting/Advisory services concerning proper application of internal procedure manual
• Consulting/Advisory services concerning implementation of possible new

Laws/directives/Circulars from CySec

• Training of personnel concerning compliance/AML issues
• Training of personnel concerning proper implementation of Internal Procedure Manual
• Review on a yearly basis or when legislation comes into force of AML

Manual and updating if required

• Review on a yearly basis or when legislation comes into force of Internal

Procedure Manual and updating if required

• Review and advice on reporting/correspondence with regulatory authorities
• Consulting/Advisory services concerning continuous obligations
• On site personnel for compliance/KYC/AML assistance
• Any special assignment (investigation, due diligence etc) on request

Investment services and activities

1. Reception and transmission of orders in relation to one or more financial instruments.
2. Execution of orders on behalf of clients.
3. Dealing on own account.
4. Portfolio management.
5. Investment advice.
   1. Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis.
   2. Placing of financial instruments without a firm commitment basis.
   3. Operation of Multilateral Trading Facility.

Ancillary services

1. Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management.
2. Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the firm granting the credit or loan is involved in the transaction.
3. Advice to undertakings on capital structure, industrial strategy and related matters and advice and services relating to mergers and the purchase of undertakings.
4. Foreign exchange services where these are connected to the provision of investment services.
5. Investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments.
6. Services related to underwriting.
   1. Investment services and activities as well as ancillary services related to the underlying of the derivatives included under (5), (6), (7) and (10) of “Financial instruments” where these are connected to the provision of investment or ancillary services.

Note:

• A company CAN NOT apply to the Commission for a license to offer ONLY Ancillary Services
• For a Company to offer Investment Services and Activities (1 – 8 above) must have a license from the Commission
• If a Company offers ONLY Ancillary Services then NO authorisation is required.
  • If a Company wants to offer both Investment Services and Activities AND Ancillary Services then needs authorisation for both type of services.
  • A CIF is prohibited from conducting any other activities, beyond the services and/or activities stated in its authorisation, except if it has received the Commission’s permission

Kinds of Financial Instruments

1. Transferable securities (which are negotiable on the capital market)
   1. Money-market instruments (such as treasury bills, certificates of deposit and commercial papers)
   2. Units in collective investment undertakings
      1. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash.
      2. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event).
      3. Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market and/or an MTF.
      4. Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in (6) and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognised clearing houses or are subject to regular margin calls.
      5. Derivative instruments for the transfer of credit risk.
      6. Financial contracts for differences (CFDs)

10. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), as well as any other derivative contract relating to assets, rights, obligations, indices and measures not otherwise mentioned above, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognised clearing houses or are subject to regular margin calls.

http://www.pirilides.com/

 

Objective

The sole objective of an ICIS is the collective investment of funds of unit holders and it is governed by the International Collective Investment Schemes Law, 47(I)/1999. Under this law a unit holder is the owner of units (share, participation or interest in a scheme).

A unit holder may be:

a)  an ICIS, or

b)  an international business company, or

c)  a person not being a permanent resident of Cyprus for the purposes of the Exchange Control Law.

Legal forms of an ICIS

An IClS can take the following legal forms:

• International fixed capital company
• International variable capital company
• International unit trust scheme, and
• International investment limited partnership

All four types of ICIS may be established with limited or unlimited duration and may be structured in such a way as the promoters may determine, provided however, that adequate protection is in place for the unit holders.

International Fixed Capital Company

This is an International Investment Company that is incorporated under the companies law and recognized to operate as an international fixed capital company by the ICIS law. Its assets and unit holders are non residents of Cyprus and the share capital of the company cannot increase or decrease. Initial minimum capital has been set to US$100,000 which will be marketed to the public or to experienced investors. Fixed capital companies which are private international collective investment schemes having 100 or less investors are exempted from this requirement.

International Variable Capital Company

This is an International Investment Company that is incorporated under the companies law and recognized to operate as an international variable capital company by the ICIS law. Its assets and unit holders are non residents of Cyprus and the share capital of the company may vary according to the investors participating in or exiting the company. This means that the amount of the share capital of the company shall be equal to the net asset value of the shares of the company at any time in issuance and that the share capital of the company may be divided into a specified number of shares without assigning any nominal (par) value.

International Unit Trust Scheme

This is an International trust created under the International Trusts Law recognised to operate as an international unit trust scheme by the ICIS law.

A trust is legally defined as the relationship created by a person (the settlor) who places assets under the control of the trustee for the benefit of a third party (the beneficiary). These assets are like a separate “fund” and are not part of the trustee’s own estate. The title of the trust assets stands in the name of the trustee and the trustee is empowered and duty bound to manage the assets held in trust in accordance with the terms of the trust agreement.

Under section 2 of the International Trust Law, a trust qualifies for a Cyprus International Trust where:

• the settlor is not a permanent resident in Cyprus;
• at least one trustee is a permanent resident in Cyprus;
• no beneficiaries are permanent residents in Cyprus; and
• the trust property does not include any immovable property in Cyprus.

International Investment Limited Partnership Scheme

This is a limited partnership that is registered under the Partnership and Business Names Law and which is recognised to operate as an international investment limited partnership by the ICIS law.

The partnership must appoint a general partner who acts as the manager of the fund and who is responsible for any debt and obligations of the scheme that may arise. Limited partners are also members of the scheme and their liability is limited to the amount they have contributed to the scheme. A legal entity can also be a partner with limited liability.

The partners or unit holders of the fund that have limited liability should not take part in the conduct of the business of the scheme or have the power to contract on behalf of the international investment limited partnership. All contracts, deeds, instruments, letters and documents whatsoever shall be entered into, drafted, signed and executed by the general partner on behalf of the international investment limited partnership.

Types of ICIS

Depending on the investment policy and the particular investment objectives, an ICIS may be designated as:

• An ICIS marketed to the general public;
• An ICIS marketed solely to experienced investors; or
• A private international collective investment scheme (100 or less investors)

ICIS Marketed to the General Public

ICISs marketed to the general public do not need to have a minimum subscription. However, International Fixed Capital Companies and International Variable Capital Companies have minimum share capital requirements. The offering memorandum to be addressed to the public must be approved by the Central Bank.

ICIS Marketed Solely to Experienced Investors

The minimum subscription by investors in ICISs which are marketed solely to experienced investors is USD 50.000.

Private ICIS

A private international collective investment scheme means a scheme which by its constitutional documentation restricts the right to transfer its units and limits the number of its unit-holders to one hundred. A private ICIS is prohibited from making any invitation in any part of the world to the public to purchase units in the scheme.

The Central Bank regards a private ICIS as a private arrangement, and therefore because it needs less regulation it is not obliged to appoint a manager or a trustee. Also, a private ICIS does not have a minimum subscription requirement.

Regulatory Framework

Under the law 47(I)/1999 regulating ICIS, the Central Bank has been designated as the regulatory and supervisory authority of ICIS. Other laws which are in force and applicable to the ICIS are the Cyprus Companies Law, the Business Names Law (except from those parts which are specified by the law), and the International Trust Law.

Licensing Requirements

In order to establish an ICIS the prior approval of the Central Bank of Cyprus (the Bank), as the regulatory and supervisory authority for ICIS, their managers and trustees, has to be obtained.

In order to obtain such approval, the Bank must be provided with such information so as to be satisfied as to the competence of the directors, promoters, managers or trustees, as the case may be, and that their probity is such as to render them suitable to act in their respective capacities.

Taxation

ICISs are subject to tax in an identical manner as any other Cyprus entity. In short the basic tax advantages are the following:

• Unified corporate rate of 10% for both international and local business enterprises.
• Adoption of the residency basis rather than source basis as the criteria of taxation.
• Exemption of profits from the sale of securities
• Dividend income is exempt in most cases
• No withholding tax on payments of dividend, interest and royalties to non­residents

Procedure for the Setting-up of International Collective Investment Scheme

An ICIS must be approved by the Central Bank of Cyprus, the regulatory and supervising authority for the schemes, for their managers and their trustees, if applicable.

To this end, a written application to the relevant supervising authorities must be submitted as follows:

• In the case of an international fixed capital company and an international variable capital company the written application must be submitted by or on behalf of the company.
• In the case of an international unit trust the written application must be submitted by the trustee of the trust.
• In the case of an international investment Limited partnership the written application must be submitted by or on behalf of the limited partnership.

In order to recognize the scheme, the Central Bank must be satisfied that:

• The directors, the promoters, the managers, and the trustee of the scheme are competent and honest, and that the manager, the general partner, and the trustee (as the case may be) act independently of one another.
• The manager meets the necessary requirements as per the legislation and the regulations.
• The trustee meets the requirements as per the legislation and regulations
• The general partner meets the requirements of a manager.
• The name of the scheme is not undesirable

Furthermore, the Central Bank must be satisfied that the constitutional documentation and the offering memorandum of the scheme contain the information prescribed by the Central Bank and that they are in an acceptable form.

Statutory Application Fees

• US$ 1,500 for schemes which will be marketed to the general public;
• US$ 1,000 for schemes which will be marketed only to experienced investors;
• US$ 500 for private international collective investment schemes

Statutory Inspection Fees

An annual supervisory fee is applied for each type of recognized scheme which is equivalent to the application fee indicated above, i.e. US$1,500 for schemes marketed to the general public, US$ 1,000 for schemes which will be marketed only to experienced investors and US$ 500 for private international collective investment schemes.

Multilysis Services Limited - http://www.multilysis.com/ through its associate firm N. Pirilides & Associates LLC - http://www.pirilides.com/ deals with the Registration of International Collective Investment Schemes.

Our services include:

• Advice and application to the Central Bank of Cyprus to obtain approval and incorporating the entity with the Registrar of Companies
• Assistance in drafting the constitutional documentation and the offering memorandum of the scheme
• Provision of administrative services to the scheme (fund valuations, preparation of annual accounts and periodical financial/management reports in accordance with the laws and regulations)
• Audit services to the scheme
  • The management of the scheme (fund management software capabilities, investment expertise, ensure compliance with investment strategy of the fund)
  • Legal Advice for the scheme

Acting as promoters of the scheme.