Monthly Archives: February 2016

Annual Tax on Enveloped Dwellings (and related taxes) and Non Resident Capital Gains Tax

As many readers will already know, offshore companies owning UK residential property now have potential UK tax exposure that in practice requires the appointment of a tax agent to deal with these new tax liabilities (and their reliefs), created by ATED 1, ATED-related CGT and ATED-related SDLT. Even if for any reason an offshore company can claim relief from the ATED regime, there is now (since 6 April 2015) a new capital gains tax regime for non-UK residents (NRCGT) to consider.

In this article, we provide an introduction to the new taxation regimes applicable to offshore companies owning UK residential property.

UK taxation of ‘Enveloped’ UK residential property: an update:

The UK government have referred to the use of offshore companies to own UK residential property as “enveloping” and have devised a tax regime to discourage such enveloping. This regime may loosely be described as the “ATED” regime, which consists of 3 penal taxes:

(a) An enhanced SDLT charge of 15% when a company acquires residential property for consideration exceeding £500,000.

(b) An annual tax, or “ATED“. The amounts of ATED are set out below: 

These ATED charges will be increased each year by at least the annual rate of inflation of the Consumer Prices Index (CPI). However, the taxable value bands will not be indexed or inflated, which underlines the penal intentions of this regime.

If enveloped residential property had a market value exceeding £2,000,000, on 1st April 2012 then ATED will have been payable for the ATED financial years 2013/14, 2014/15 and 2015/16, at the ATED rate applicable to the 2012 market value of the property.

The taxable value of residential property owned by a company is not determined for ATED purposes each year. The central valuation system is a 5 yearly regime based on a statutory valuation date arising every 5 years. The first statutory valuation date was 1 April 2012, so the next statutory valuation date will be 1 April 2017.

With retrospective effect from 1 April 2012, the property threshold value of the ATED charge was reduced to £1,000,000 for the ATED year beginning 1 April 2015 (so that ATED of £7,000 would have been payable by envelopes for the 2015/16 year).

From 1 April 2016 the market value threshold will be reduced yet further to bring companies owning UK residential property worth more than £500,000 but no more than £1,000,000 on 1 April 2012 within the ATED regime.

Therefore, it is important to assess the market value of enveloped residential properties on 1 April 2012 in all cases where property was enveloped by a company on the first statutory valuation date. The 2012 valuation will constitute the taxable value of the property for ATED purposes until either the next statutory revaluation period occurs, or the market value of the property on the date of its acquisition if the property is acquired by a company within a 5 year statutory period.

(c) ATED-related CGT is the third aspect of the penal regime directed against offshore corporate ownership of UK residential property.

If a company is within the ATED regime described in (b) above, it will generally have to pay ATED-related CGT on any proceeds of sale realising capital gains. The rate of ATED-related CGT is 28% and there is no annual indexation relief. However, re-basing provisions mitigate the impact of this recently introduced tax.

Long-standing envelopes can rely on the rule that companies within the ATED – related CGT regime at its inception are deemed to have acquired the residential property on 5 April 2013 at market value. If a company first came within the ATED regime on 1 April 2015 (as a result of the retrospective reduction in the ATED threshold to £1,000,000) then the company is deemed to have acquired the property for ATED-related CGT purposes on 5 April 2015, at current market value. If residential property owned by a company only comes within the ATED regime on 1 April 2016 (as a result of the retrospective reduction in the ATED threshold to £500,000) then for ATED-related CGT purposes the company will be deemed to have acquired the property on 5 April 2016 at current market value.

There are potential reliefs from these three ATED-related taxes which companies can utilise. The most commonly used relief applies where the company rents residential property or properties on commercial terms with a view to profit. This relief will not be in point if the beneficial owner of the envelope or persons related to him reside in the property. Such occupation by a person connected with the beneficial owner disapplies the relief for the relevant dwelling. But otherwise, conducting a genuine property rental business (or a property development business) is a legitimate way for an offshore company to avoid all ATED related taxes.

What other UK taxes may be payable even if my offshore company is able to claim relief from ATED?

Even if the ATED regime is not applicable to an offshore company owning UK residential property (because of statutory reliefs or because the company is a nominee or trustee) nevertheless other UK tax regimes may be applicable. Rental income arising from residential property to an ATED-relieved offshore company will be subject to basic rate income tax, and whilst it used to be a general rule that non-UK resident companies were not subject to UK CGT, capital gains tax will now be applicable to ATED – relieved offshore companies, because of a recently introduced CGT regime for non-residents (NRCGT) which will apply if an offshore company outside the scope of ATED sells or otherwise disposes of UK residential property realising gains. The new NRCGT was introduced with effect from 6 April 2015.

Non Resident Capital Gains Tax (NRCGT)

NRCGT is not a tax on all forms of UK property: it is limited to disposals of UK residential property, not within ATED. The NRCGT is applicable to non-UK resident individuals, companies and trusts.

In the case of companies, there is an exemption for diversely held companies, and widely-marketed unit trusts, but these exemptions will not generally apply to property rental offshore companies.

The rate of NRCGT is 20%

Given that NRCGT was only introduced on 6 April 2015, existing residential property in the scope of the tax can be re-based to market value on 5 April 2015 for NRCGT purposes. Indexation also applies to NRCGT going forward, so it is not a penal tax in the way that the ATED taxes have been designed to be. But NRCGT, although a more benign tax regime than ATED-related CGT, only applies if ATED-related CGT is not applicable.

De-enveloping

Many clients are now seeking to de-envelope their residential property to avoid ATED taxes. Transfers of residential property from offshore companies to their beneficial owners will be a disposal for CGT purposes. This disposal will probably result in a capital gain for the company (unrealised) which may then be subject to CGT. De-enveloping UK residential property assets will result in loss of UK IHT sheltering for non-UK domiciled beneficial owners, but offshore companies will be likely to become transparent for UK IHT purposes from April 2017 anyway where they envelope UK residential property.

De-enveloping strategies are probably best undertaken sooner rather than later to benefit from the recent CGT re-basing of property values in 2013 (ATED related CGT) and 2015 (NRCGT).

Stamp Duty Land Tax (SDLT)

Another tax that falls to be considered is SDLT particularly in the context of de-enveloping strategies. An assignment of UK property where the transferee does not assume any obligation in connection with the transfer is free of SDLT. As long as the beneficial owner of an offshore company that is “de-enveloping” does not give payment or consideration for the property assets, the main rule is that there is no SDLT charge. However, an exception to this rule applies if the transaction involves either the release of a debt due to the transferor, or due from the transferor. In either case, the chargeable consideration for SDLT purposes is the amount of the debt.

HMRC appear to accept that if the debt is a shareholder loan then on liquidation of the company the loan also dissolves and is not chargeable consideration. Alternatively, the shareholder’s loan can be capitalised before distribution of the property.

A liquidation of a UK property owning company can therefore be considered to transfer UK property to beneficial owners as part of a de-enveloping strategy. Although liquidation will not now avoid CGT charges against the de-enveloping offshore company if there has been capital appreciation of enveloped property, such liquidation can in appropriate circumstances avoid SDLT and the statutory rebasing provisions will provide a significant measure of tax relief for the offshore company from CGT.

If you do own UK property in the name of a UK Company we would strongly suggest you seek legal advice from your UK lawyer and Tax/Financial Advice from your UK Tax Adviser/Accountant asap.

I’m often approached by clients looking to set up a Fund Management or Investment Services Company Offshore.

For the purposes of this week’s article I’m going to focus on the options for incorporating such a business in Seychelles.

You may be surprised to know there are several ways to set up a Funds Management Type Company in Seychelles (including several options that should not require any form of special license).

Here are the options:

(a)    If your main aim is to obtain a license offshore to trade others funds then a Seychelles Securities Dealer’s license might be the way forward (usually referred to in other Offshore Jurisdictions as a Broker’s License). See below for details; or

(b)   Alternatively you could set up a Private (non-licensed) Closed End Fund. See below for details; or

(c)    Another possibility is you could obtain a Mutual Fund license for the proposed business. Seychelles is arguably the quickest, easiest and cheapest place to do this. See below for details;

(d)   Another possibility is to utilise a Seychelles IBC which could be contracted to trade an investor’s money in the broker’s account under Power of Attorney. See below “How To Trade 3^rd Party Funds Using a POA” which explains how that can work; or

(e)   If you just want to assist others to invest or manage monies you could apply for a Financial Adviser’s License in Seychelles. See below for details.

Seychelles Securities Dealers Licenses

A Seychelles Securities Dealer’s License is a license which allows a Business (ie a Seychelles Company) to trade in securities, either as a principal (ie on its own account) or as an agent (on behalf of the Company’s clients). In comparable jurisdictions such a license is usually referred to as a Broker’s License. For more detailed information please contact me.

Private (Non-licensed) Closed End Fund

A closed end fund is in effect a private or collective investment company limited by shares wherein (a) generally the shareholders have the right to hire/fire the directors and (b) where the investment matures and is redeemable at the conclusion of a set period and (c) where the number of shareholders/investors is set (ie you can’t take on board new investors during the defined investment period). If structured and managed correctly such a Company should not have to apply for a Fund License. For more detailed information please contact me.

Seychelles Licensed Mutual Fund

There are three kinds of Licensed Fund that one can set up in Seychelles, a Public Fund, a Professional Fund and a Private Fund. The essential differences and distinctions are as follows: 

1. A Public Fund is one which is designed to be mass marketed. As it is aimed at the general public a very detailed Offering document must be given to and approved by the Authority before a license is granted. (The authority needs to be sure that all plans and risks of the fund are disclosed upfront to the investors).
2. A Professional Fund is one aimed at qualified/sophisticated Investors. Minimum investment is $100,000 and only qualified investors can invest (ie in the case of an individual, the investor must have a net worth of at least one million USD). Unlike a Public Fund one does not need to file a finely detailed Offering document prior to receiving License approval.
3. A Private Fund is one aimed at the Professional Adviser looking to gather together a consortium of investors from his/her client database. It is limited to 50 investors only. No minimum or maximum investment is required. Again, unlike a Public Fund one does not need to file a finely detailed Offering document prior to receiving License approval.

For detailed information as regards Seychelles Licensed Funds click on this link:

https://offshoreincorporate.com/faq/how-does-one-go-about-obtaining-a-fund-license-in-seychelles/

Trading Funds Under PoA

Powers of Attorney are commonly used by Traders (eg Forex Traders) to trade funds for a 3^rd party. How it works is:

(a)   In the case of forex etc trading an account is opened in the name of the 3^rd party investor (“the Account Owner”).

(b)   The Trader sets up a tax free Offshore Company (“IBC”)

(c)    The Account Owner (ie 3^rd party investor referred to in a PoA as “the Principal”) signs a Power of Attorney with the Trader’s IBC which appoints at law the Trader’s IBC as the Account Owner’s Authorized Trader and attorney-in-fact (the “Agent”).

(d) The Trader and the Investor enter into an agreement whereby the Trader is entitled to be paid a percentage of profits generated.

Seychelles Investment Adviser Licenses

Such a license enables you to act Internationally as an investment advisor for Funds, Family Businesses, and High Net Worth Individuals (“HNWIs”).

It is highly useful for Investment Groups who manage and provide advice to investment funds and HNWIs as regards wealth management, asset preservation and structuring advice. The Seychelles Investment Advisor License would be tremendously helpful especially if the client has given you a Power Of Attorney to manage and organize his/her portfolio. Such a license can enable you to act either via agreement or under Power of Attorney.

With this license, you can:

          Advise other persons concerning investment in securities

          Issue, analyze or prepare reports concerning specific portfolios

          Manage a portfolio of securities for another person

As the saying goes there’s more than one way to skin a cat. But the devil is in the detail! Do make sure then that you seek legal/financial/tax advice before committing to incorporate such a business as described above Offshore.

Are you involved in a Trading Program (eg Trading Bank/Negotiable Instruments) or a Private Placement Program and expecting a big pay day soon?

If so there are certain things you need to be aware of.

Often we are approached by persons looking to set up a tax free Offshore Company and or Tax Free Offshore Bank Account in anticipation of receiving profits from a private placement investment or bank trading program.

The common misapprehension of 99% of such clients is that all they have to do to avoid paying tax at home on such a windfall is to set up an Offshore Company or Bank Account and have the proceeds paid into that.

If you are in this position, and you want to minimize the chances of being taxed in your home county on your profit/windfall, you will need more than just an offshore bank account to receive funds into.

Tips:

(a) You will need to ensure that any contracts or instruments held or signed entitling you to a payday are sold to, transferred to or assigned at law to your tax free Offshore Company before you become entitled to be paid the profit.

(b) Immediately you become entitled to receive the profit, even if you haven’t received the money yet, it’s probably a taxable event.

Hence if you want to minimize the chances of being taxed at home on the profits of your trading or private placement program you will need to set up a tax free Offshore Company BEFORE you become entitled to the profit.

Depending on where you live (eg if you live in a country which has Controlled Foreign Corporation Laws) it might also be wise to include a tax free Offshore Private Foundation as part of your Corporate structure.

For more information contact me…

As discussed in previous articles a UK Company (in furtherance of the UK Law of Principle and Agent – see below for a detailed summary) can act as an undisclosed Agent for a Tax Free Offshore Company. Briefly how it works is:  

(a)     The offshore company’s existence is not normally disclosed to the third parties who deal with or contract with the UK Agency company; 

(b)     The UK company raises invoices, and enters into contracts, and receives trading income on behalf of the undisclosed nil tax offshore company; 

(c) the UK company receives a commission from the offshore company for its nominee services. The amount of the commission will be quite small – typically 1% or 2% – bearing in mind that the business activities are managed and controlled by the undisclosed offshore company which carries on the trade or business in the name of the UK Company.

Where you have a UK Company acting as an undisclosed Agent for an IBC the UK Corp invariably charges a commission to the tax free IBC (International Business Company of commonly between 1% and 5%.  

Say the UK Company acts as the undisclosed agent of the IBC and signs off on a sale of $100,000.  

Say the commission charged is 5% on the said sale of $100,000.  

In this case the commission payable to the UK Corp would be $5,000.  

I’m often asked do I have to pay tax on this commission (ie on the $5,000 as per the above example?)  

The short answer is you will have to declare the income as assessable income but you shouldn’t pay tax on the full $5,000 but on a lesser amount (See below).  

Howso? 

In the UK you pay tax on “taxable” income (the UK Corporate tax rate is max 20% of taxable income). Under UK law assessable income less allowabledeductions equals taxable income.  The god news is against the agency commission you should be able to deduct a bunch of tax writeoffs including office expenses, utility costs, marketing costs, accounting fees, registered office/agent fees, government registration fees, etc etc etc. If you have a smart tax accountant the nett result is you should pay very little, if any, tax in the UK on the Agency commissions received.  

How much tax does the UK corp pay on this?   

It depends on what tax deductions/writeoffs you can set off against this amount. (Again working on an example where the gross agency commission due to you is $5,000) Say you can find $3,000 worth of tax write offs (which shouldn’t be hard to do). Then your taxable income would be $2,000 (ie $5,000 less $3,000).   

The tax payable then would be max 20% of $2,000 which equals $200.  

The Law of Principal and Agent Explained

A Principal-Agent relationship is an arrangement in which one entity (the “Principal”) legally appoints another (The “Agent”) to act on its behalf.

An agent creates legal relations between a principal and a third party. The agency exists when one party is authorised by the other to act on their behalf in respect of acts that affect their rights and duties in relation to third parties. The existence of the agency may be openly acknowledged, or the agent may enter into the contract without revealing that they are contracting on behalf of another. At common law, the latter situation falls within the doctrine of the undisclosed principal.

The relationship between the principal and the agent is called the “agency,” and the law of agency establishes guidelines for such a relationship. The formal terms of a specific principal-agent relationship are often described in a contract.

For example, when an investor buys shares of an index fund, he is the principal, and the fund manager becomes his agent. As an agent, the index fund manager must manage the fund, which consists of many principals’ assets, in a way that will maximize returns for a given level of risk in accordance with the fund’s prospectus.

Authority

An agent who acts within the scope of authority conferred by his/her principal binds the principal in the obligations he/she creates against third parties.
There are essentially two kinds of authority recognised in the law: actual authority (whether express or implied) and apparent authority.

Actual authority

Actual authority can be of two kinds. Either the principal may have expressly conferred authority on the agent, or authority may be implied. Authority arises by consensual agreement, and whether it exists is a question of fact. An agent, as a general rule, is only entitled to indemnity from the principal if she has acted within the scope of her actual authority, and may be in breach of contract, and liable to a third party for breach of the implied warranty of authority.

Express actual authority

Express actual authority means an agent has actually been expressly told she may act on behalf of a principal. See: Ireland v Livingstone (1872) LR 5 HL 395

Implied actual authority

Implied actual authority, also called “usual authority”, is authority an agent has by virtue of being reasonably necessary to carry out his express authority. As such, it can be inferred by virtue of a position held by an agent. For example, partners have authority to bind the other partners in the firm, their liability being joint and several, and in a corporation, all executives and senior employees with decision-making authority by virtue of their position have authority to bind the corporation. See Hely-Hutchinson v Brayhead Ltd [1968] 1 QB 549.

Apparent authority

Apparent authority (also called “ostensible authority”) exists where the principal’s words or conduct would lead a reasonable person in the third party’s position to believe that the agent was authorized to act, even if the principal and the purported agent had never discussed such a relationship. For example, where one person appoints a person to a position which carries with it agency-like powers, those who know of the appointment are entitled to assume that there is apparent authority to do the things ordinarily entrusted to one occupying such a position. If a principal creates the impression that an agent is authorized but there is no actual authority, third parties are protected so long as they have acted reasonably. This is sometimes termed “agency by estoppel” or the “doctrine of holding out”, where the principal will be estopped from denying the grant of authority if third parties have changed their positions to their detriment in reliance on the representations made. See:
•    Rama Corporation Ltd v Proved Tin and General Investments Ltd [1952] 2 QB 147, Slade J, “Ostensible or apparent authority… is merely a form of estoppel, indeed, it has been termed agency by estoppel and you cannot call in aid an estoppel unless you have three ingredients: (i) a representation, (ii) reliance on the representation, and (iii) an alteration of your position resulting from such reliance.”
•    Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
•    The Raffaella or Egyptian International Foreign Trade Co v Soplex Wholesale Supplies Ltd and PS Refson & Co Ltd [1985] 2 Lloyd’s Rep 36
•    Armagas Ltd v Mundogas Ltd or The Ocean Frost [1986] AC 717, an agent cannot clothe himself with ostensible authority simply by saying that he has authority
•    Hudson Bay Apparel Brands Llc v Umbro International Ltd [2010] EWCA Civ 949

Watteau v Fenwick

In the case of Watteau v Fenwick, Lord Coleridge CJ on the Queen’s Bench concurred with an opinion by Wills J that a third party could hold personally liable a principal who he did not know about when he sold cigars to an agent that was acting outside of its authority. Wills J held that “the principal is liable for all the acts of the agent which are within the authority usually confided to an agent of that character, notwithstanding limitations, as between the principal and the agent, put upon that authority.” This decision is heavily criticised and doubted though not entirely overruled in the UK. It is sometimes referred to as “usual authority” (though not in the sense used by Lord Denning MR in Hely-Hutchinson, where it is synonymous with “implied actual authority”). It has been explained as a form of apparent authority, or “inherent agency power”.

The doctrine of the undisclosed principal

In ordinary agency, where the principal and the existence of the agency relationship are disclosed, the agent is merely the instrument through which the principal becomes a party to the contract. Therefore, the principal acquires rights and liabilities under the contract.  Where the principal is undisclosed, to all intents and purposes, the agent is the party to the contract who will assume the rights and liabilities.
The doctrine of the undisclosed principal is at variance with one of the fundamental rules of the law of contract.  The rule of privity of contract allows only the parties to the contract to acquire rights and liabilities under that contract. Under the doctrine of undisclosed principal, the principal may be sued or may sue on the contract that is made by its agent, despite the fact that upon strict interpretation, the agent is the contracting party and the undisclosed principal is a third party to that contract.

Commentators have suggested that the basis of the doctrine is similar to assignment, without the evidence of a transfer, the undisclosed principal being the implied assignee of the agent. In his landmark text “Bowtead & Reynolds on agency the noted commentator Bowstead, W suggests that the doctrine developed simply for commercial convenience,  and is now firmly established despite being criticised as “unsound”, “unjust” and “inconsistent with elementary principles”.  In Armstrong v Stokes, Blackburn J stated in respect of the legality of the doctrine: “It has often been doubted whether it was originally right to hold so: but doubts of this kind come now too late.”
As in any agency relationship, for the undisclosed principal to sue or be sued on the contract, the agent must have acted within its authority in entering into the contract. The authority can be either express or implied.

The agent of an undisclosed principal will be personally liable under the contract to the vendor, as the agent has contracted personally.  The agent loses the right to sue if the principal intervenes on the contract. Therefore, both the agent and the undisclosed principal may sue and be sued on the contract.  Upon the vendor discovering the existence of the undisclosed principal, the vendor has the option to choose between the agent or the principal to enforce the rights under the contract.  If the vendor seeks to enforce the contractual rights or liabilities against the Agent, the Agent will be personally liable.

DISCLAIMER

The above information is provided by way of courtesy and should not be construed as legal advice nor be relied upon. If you need to know or would like to know where you stand in terms of the law of Principal and Agent you should seek local specialist legal advice. Whilst all due care has been taken in its preparation the publisher Offshore Companies International Limited shall not be liable for any loss that may flow directly or indirectly as a result of  any person reading, acting upon or relying upon the above information. 

We are often asked what the process would be, practically speaking, for a Tax Free Offshore Private Foundation to buy property/assets. How it normally works is:

• You (ie the person who sets up the Offshore Entity) are appointed by way of Consultancy Agreement as the Foundation’s Authorised Representative (eg depending on your background you could be formally appointed as the Foundation’s Financial and or Investment Adviser/Consultant or Real Estate Broker etc)
• You go shopping for investments and carry out the negotiations on behalf of the Foundation
• Once the price and terms of the deal have been agreed upon you could/should engage Lawyers on behalf of the Offshore Foundation (ie in the country where the asset is located). Sale/Purchase contract & Transfer documents would then be drafted
• You would present the Sale/Purchase contract & Transfer documentation to the Private Foundation Council (or Sole Councillor as the case may be) for signing
• The Offshore Foundation Council would call a meeting and pass a resolution (a) authorising the transaction to proceed and (b) ratifying the appointment of the lawyers and (c) authorising the signing of the Sale/Purchase contract & Transfer documentation

If you want the Foundation to buy your home then ideally the offers to buy should be seen to be coming directly from the Foundation Council. See also below “How To Transfer Ownership of Property to an IBC” for more details on how that would work.

How To Transfer Ownership of Property to an Offshore Company (“IBC”)

I’m often asked can I transfer ownership of my home or investment property/s to my tax Free IBC/Offshore Company?

It can be done legally but you need to assume the worst case scenario (ie that that the local authorities or a litigation lawyer will investigate and possibly try and overturn the sale) and plan accordingly.

The key is commercial reality. The sale must be and appear to be “above board”.

Tips:

1. The inquisitor might ask Where did the buyer come from? How did you meet the buyer? So the smart thing to do would be to list the property for sale with an agent that has international reach (ie one which regularly attracts non local real estate investors) and have the IBC/International Business Company (or Tax Free Offshore Company as the case may be) make a bid for it after a few others have made an offer.

2. The sale will need to be seen to be at fair market value (you can’t just sell the house to the IBC for one Dollar/Euro!). And the contract of sale will need to be seen to be on normal or reasonable commercial terms. That said the sale contract could be an instalment or vendor finance contract ie where a deposit is paid and ownership is transferred but the seller retains a mortgage until such time as all the instalments have been paid.

3. Depending on where you live you may be able to “gift” the property to an Offshore entity. It might be difficult to explain why you’re gifting a piece of property to an IBC hence the smarter thing to do might be to set up (and transfer ownership of the property to) a tax free Offshore PIF ie Private Interest Foundation (eg a Charitable Purpose Foundation). This one might survive the “sniff test”. Why? Because all day every day well-intentioned wealthy persons gift money or assets to Charitable causes.

4. You will not want to be seen to be doing or managing anything for the IBC/PIF. Hence the communications will need to be seen to be coming from the IBC Director.

5. Check local tax laws first. Often when a piece of real estate is sold the seller has to pay capital gains tax. Likewise if/when property is gifted a gift tax may apply.

6. Check local investment laws next. There may be prohibitions or restrictions on the ability of non-local persons or companies buying and/or holding real estate in your country of residence.

7. If you intend to keep living in the property don’t pay rent to the IBC/PIF direct; have a property manager appointed to collect the rent and manage the residential tenancy.

Local laws can have an impact. Hence it would be wise to seek local legal/tax/financial advice before committing to embark on a course of conduct such as that described above.