April | 2018 | Offshore Companies International

Setting up an ICO in Mauritius

Since its independence in 1968, the former French and British colony of Mauritius has become one of the most successful economies in the region by focusing its resources on making the country a regional technology and financial services hub. Now, Mauritius is looking at blockchain as the vehicle by which to:

(a) solidify its competitive jurisdictional advantage; and

(b) drive continued innovation on the island.

Currently the Mauritius Financial Services Sector is seeking to brand itself as a regional haven for blockchain innovation and in doing so has the full support of the key government department (ie the Board of Investment Mauritius or “BOIM”) who can see that such technologies have the potential to take the Mauritian Economy to another level.

Publicly the BIOM have stated “Blockchain is an area where we will be focussing, building competencies, and ensuring that it permeates other sectors of the economy and government. Blockchain is one of these technologies we want to drive. We see a window of opportunity here to be able to leapfrog others”.

This a far cry from many, if not most, Financial Services Based Economies who are looking to limit the ability of locally registered International Business Companies and etc to undertake Crypto related activities.

Given Mauritius has a well-established financial services sector, a vibrant banking Industry and highly developed IT/communications technology industries, positioning itself as the preferred regional choice for investors in blockchain and financial technology makes good sense from a nation building perspective.

The Mauritius Regulatory Sandbox License

In a bid to become the Indian Ocean blockchain hub, Mauritius is reaching out to Cryptocurrency Developers and Entrepreneurs (in particular new ICOs) to take advantage of the country’s new Regulatory Sandbox License (RSL).

The sandbox allows businesses operating in areas including financial, medical and communications technology to begin operations notwithstanding the absence of a formal legislative or licensing framework.

It’s a clever move by the Mauritian Government because, prior to the Regulatory Sandbox License Project, the Mauritian Financial Services Authority had been unable to approve or incorporate innovative projects due to gaps in the regulatory framework.

The RSL has its seed in similar regimes employed in Singapore, the UK and Australia and is open to all innovators, with a particular focus on attracting blockchain innovators across all spheres.

The Mauritian Government hopes that by assisting to progress such projects the direct and indirect revenues raised will be the engine that drives local and international business enabling it to foster a smart city concept with links to other hub cities.

To be considered for approval for an RSL in Mauritius you must show:

(a) that the project is innovative

(b) that the project is beneficial to the Mauritian economy

Assuming you provide the Regulator with all the necessary information they require (and that the application is successful) such a license can be obtained within as little as 30 days.

Securities Framework

As things currently stand the securities laws in Mauritius are favorable in that a Utility Token doesn’t fall under the definition of a Security.

As such the Regulatory Sandbox License provides companies and startups with the opportunity to test innovative products, services, business models and delivery mechanisms in the real market, with real consumers, but with regulatory supervision.

In fact the Mauritius board of investment has publicly announced their desire to attract blockchain startups to Mauritius; Unlike other jurisdictions such as Switzerland, the UK and Singapore (where their sandboxes are aimed at companies in the financial services field), the Mauritius RS License is available not only to businesses innovating in the financial technology fields but also to businesses focused on digital identities, digital currency, online healthcare, blockchain and the decentralization systems of information (amongst others).

There is a selection criterion for an RSL as well as several conditions relating to the activity such as safeguards, terms and conditions, compliance with existing regulations, referring to general business operation and monitoring mechanisms (amongst others).

In summary its regulatory sandbox framework makes Mauritius one of the most attractive jurisdictions for entities in the blockchain space which are seeking or looking to be regulated.

Why Set Up In Mauritius

Why should blockchain investors/entrepreneurs consider setting up in Mauritius? Because:

Mauritius has a pro-business and healthy governance environment (its internationally recognized as the strongest in sub-Saharan Africa)
Taking into account factors including ease of starting a business, enforcing contracts, obtaining credit, protecting investors and paying taxes Mauritius is considered to have the best business climate of any country in the region and ranks 49th out of 190 countries worldwide. (Source: The World Bank’s annual “Doing Business” survey)
Mauritius is committed to ongoing development of the country’s communications infrastructure – including projects to roll out free Wi-Fi across the island and install fiber optic connections in every home (a key attraction for technology investors)
Mauritius is the ideal doorway for investment into Africa and India (See below)

Access to Substantial Markets

Its political/economic stability and geographic location have enabled Mauritius to develop into a popular venue for financial services companies looking to make the jump into new markets on the African continent (where many of the world’s largest untapped Banking/Retail Investment customer populations exist).

Simply put Mauritius is a country that many of the governments of African states would like to emulate; if you have systems that have been tested properly in Mauritius – it gives a kind of assurance and credibility to that solution when you market it in Africa. (As the BIOM itself puts it “Having done it in Mauritius gives it lots of mileage for you to expand into Africa.”)

Other advantages to using Mauritius as the springboard for investment into Africa include:

Mauritius possesses a bilingual workforce speaking both English and French (two of the African continent’s most spoken languages)
Mauritius has tax treaties with more than 20 African nations including South Africa, Zambia, Uganda and Rwanda.

Mauritius also boasts very close cultural and economic ties with India – whose economy is projected to surpass China if/when it becomes, as predicted, the world’s most populous nation in the next ten years (approximately two-thirds of Mauritians are of Indian descent)

Mauritius has also been the largest single source of foreign direct investment into India in recent years on account of its having a (very) favorable double taxation avoidance treaty with India (which can be accessed via incorporation and deployment of a Mauritius GBC 1 Company – contact us for details).

ICOs in Mauritius are commonly registered/licensed under the umbrella of a Mauritius Foundation.

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

Where To Setup an ICO – Gibraltar?

Gibraltar has positioned itself as one of the first, “crypto friendly” jurisdictions.

In late 2017 Gibraltar released a regulatory framework for blockchain businesses that shored up legal status of the technology as a means of transmitting payments.

Now, in possibly a world first, it has conceived a set of regulations that provide for the registration and regulation of ICOs (Initial Coin Offerings).

This combined with its tax efficient company structures has seen many new start-ups flocking to Gibraltar to host their ICOs & ITOs.

With DLT regulations now in force, and Gibraltar seen as a new hub for crypto related businesses, there is also a small window of opportunity available for these currently unregulated ICO & ITO companies of Gibraltar.

The Gibraltar Regulator is planning a complementary regulatory framework covering the promotion and sale of tokens, aligned with the DLT framework.” The proposed regulations, which are reported to be implemented in the latter stage of 2018 are set to cover any person related to Gibraltar and carrying out activities related to:

The sale, promotion or distribution of Tokens by persons connected with Gibraltar;
Secondary Market activities relating to tokens, carried out in or from Gibraltar; and
Providing, by way of business in or from Gibraltar, advice relating to investment in tokens.

Authorised Persons

One of the key aspects of the token regulations is the regulation of “authorized sponsors” who will be responsible for assuring compliance with disclosure and financial crime rules.

Gibraltar is also reportedly considering regulation relating to investment funds associated with cryptocurrencies and tokens.

This is a wide and general scope, meaning it is likely that the new regulations will cover most if not all aspects of ICO & ITO Gibraltar companies, or individuals.

In effect they have decided that a one-size-fits-all regulatory approach would be inappropriate for the blockchain funding model. Consequently, Gibraltar is instead developing a set of principles for best practice. With these principles, each authorized sponsor will be able to “come up with its own methodology” to apply to the ICOs or tokens that they sponsor.

The new legislation is the logical next step after Gibraltar’s launch in January of a license for companies working with distributed ledger technology (which has made it an appealing destination for blockchain startups).

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

Estonian Cryptocurrency Exchange & Wallet Service Provider Licenses

Estonia has a favorable tax and legal environment for cryptocurrency exchange companies. It also offers registration for businesses looking to offer Cryptocurrency Wallets.

This small European Union country of just 1.3m people is regarded as one of the world’s most advanced digital nations and is fast becoming a viable alternative to the behemoth Financial Services Jurisdictions such as Singapore and Switzerland – its competitive advantage being it offers less red tape and lower establishment/operating costs.

Companies aiming to do business in the Cryptosphere can apply for 2 different activity licenses in Estonia:

(a) A Cryptocurrency Exchange License

(b) A Virtual Currency Wallet Service License

Both of these licenses are issued by the Estonian Financial Intelligence Unit (FIU) and can be applied for separately or together (in fact it’s cheaper to apply for both at the same time). The full procedure to set up the company and obtain the licenses can be carried out remotely with no visit required (at the time of writing, on average, it takes 30 days from receiving all necessary documentation).

General

The operating license are issued by the Estonian Financial Intelligence Unit (FIU) which is a government body that operates as an independent cell of the Estonian Police and Board Guard Dpt. (Check this link for details: https://www2.politsei.ee/en/teenused/majandustegevuse-luba.dot )

The licenses can be applied for at the same time (albeit via separate applications) and at the conclusion of the application process 2 separate Licenses are issued; one enabling you to offer a Cryptocurrency Exchange Services, the other enabling you to offer a Cryptowallet service. For details of the main Acts regulating the activity check this link: https://www2.politsei.ee/en/

The Company is classified as a Financial Institution but has no special reporting requirements (other than those which normally apply to an Estonian Company)

Estonian Company Requirement

To successfully apply for a cryptocurrency exchange and/or wallet service license you will firstly need to incorporate an Estonian Company.

This process can be carried out remotely with no visit required and it usually takes about 5 business days for the full procedure. The key features of the Estonian Model of Company are as follows:

• A minimum of 1 shareholder only is required

• The shareholder/s can be a natural person or a legal entity

• There is no local shareholder requirement (ie the shareholder/s can come from any country)

• A minimum of 1 Director only is required

• There is no local Director requirement (ie the Director/s can come from any country).

• No secretary is required

• No stand-alone office is required (only a local registered office and registered agent which service OCI will provide).

• Beneficial owners’ details must be disclosed to the authorities starting from September 1st 2018 though a Seychelles Foundation can be deployed to act as the beneficial owner/shareholder (Contact us for details of how/why that will work)

Tax on Cryptos

Estonia also offers a competitive tax environment for such businesses. Features include:

• Virtual currencies are not subject to VAT

• Corporate profits are not taxed unless or until dividends are paid

• Income tax of 20% is charged on gross dividends (calculated as 20/80 of the net dividend).

• Special conditions apply enabling a Company to apply for a 14% rate beginning September 1st 2018.

Set Up Procedure and Documentation

Our Legal Team can/will attend to all that needs to be done in order to comply with Estonia’s Anti Money Laundering (“AML”) Regulations including:

Internal Security Measures

• assessment and management of the risk of terrorist financing and money laundering;

• collection and maintenance of statutory records;

• performance of the notification obligations;

• notification of the management as/when required;

• internal control rules for checking adherence thereto.

Rules of Procedure

• identify low risk transactions and establish the appropriate requirements/procedures to enable the execution of such transactions;

• identify higher risk transactions, (including risks arising from means of communication, computer systems and other technological developments) and establish the appropriate requirements and procedure for the execution and monitoring of such transactions;

• establish the rules that ensure that Due Diligence/KYC requirements are met;

• set out the requirements and procedures for keeping the necessary documents and records;

• set out the requirements and procedures for an application including instructions to staff etc for how to effectively identify whether or not a person is:

(a) a politically exposed person;

(b) a person whose place of residence or seat is in a country where insufficient measures

for prevention of money laundering and terrorist financing have been laid out;

be involved in money laundering or terrorist financing;

(d) a person against whom international sanctions have been imposed;

(e) a person with whom a transaction is carried out using telecommunications.

Legal Framework & Requirements

The legal framework for Crypto Companies in Estonia is governed by the Money Laundering and Terrorist Financing Prevention Act which passed into law in November 2017.

We can/will prepare all policy documents and manage the process as regards the FIU acting under a Power of Attorney (PoA). For a remote setup we will require the following documentation:

• Valid copy of passport *

• Certificate of non-criminal record from the registry of convictions (not older than 3 months) for shareholder(s), board member(s), ultimate beneficial owner(s) and authorized person/s *

• Power of Attorney *

• Brief description of planned business model and CV’s of all participants

* Notarized and confirmed with an apostille, in English (or notarized English translation)

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

Company Formation in Estonia

Estonia is a Nordic country of 1.3 million people nestled on the shores of the Baltic Sea in Northern Europe.

Since regaining its independence with the collapse of the Soviet Union in 1991, Estonia has become one of the most economically successful of the European Union’s newer eastern European members.

Estonia has a highly educated population (English speaking proficiency is amongst the world’s highest) low corruption and sits at the forefront at the development and delivery of both private and, in particular public, services by digital means. Of late it has stolen a jump on rival jurisdictions by offering a specific licensing regime for Cryptocurrency related businesses (see below for details).

Limited Liability Companies in Estonia

The Estonian private limited liability company (Osaühing or OÜ) is the most common form of business as its shareholders have no personal proprietary liability for the company’s obligations.

Key benefits of incorporation in Estonia include:

Tax Efficiency: Zero tax is payable in Estonia if profits are reinvested

Clean Name: Estonia isn’t known as a tax haven yet can deliver the same results

Stability: Estonia is very stable economically and ranks as highly as the US for non-corruption

Easy 2 set up: To set up you just need 1 Director/shareholder + a legal address/rep in Estonia

Speedy set up available: You can own an Estonian Company within as little as 24 hours

Easy to administer: Estonian Companies only require 1 Director and 1 Shareholder

Access to Europe: A Euro VAT number can be obtained enabling you to trade on the Continent

VAT Free: No VAT is payable on transactions within Europe (outside Estonia)

Cryptofriendly: Cryptocurrency related businesses are welcome to incorporate in Estonia

Bank Friendly: Incorporating in an EU country gives you wide access to EU/1^st World banks

Language Friendly: (Per its Nordic kin) Estonia ranks VERY highly 4 English Language proficiency

E-Residency available: Estonia offers a Digital ID enabling one to securely access government services in and sign docs/do business in Estonia remotely. 98% of government services can be accessed electronically in Estonia. Check here for details:

https://www2.politsei.ee/en/teenused/isikut-toendavad-dokumendid/e-residendi-digi-id/index.dot

Estonia is also one of the most (probably THE most) Efriendly/developed countries in Europe:

Tax filing, tax payment, banking and business registration can all be done electronically
Public services inc Voting, Government services and Ministries are all accessable electronically
Law Courts and Police Services can all be accessed electronically
Estonia has deployed Blockchain technology to secure Health Care Data including as regards health records and medicine prescriptions

For more details click on this Article: http://www.wired.co.uk/article/digital-estonia

Other Features Include:

Low Minimum Share Capital Requirement (just 2,500 Euros)
Payment of the share capital can be delayed indefinitely (if the Share Cap is under E25K)
Low Cost: Incorporation, Legal, Accounting, Banking and other support services are very competitively priced by comparison with the global norms
No withholding tax is levied on profit distribution
Pre-incorporated shelf Companies are available (including some with current VAT registration
You can take up ownership of a new Estonian Company vie the net without needing to leave home

Taxation in Estonia

Estonia has one of the most progressive tax regimes in the world in that:

The tax rate on reinvested profit is 0%
Income tax is charged only at a rate of 20% on gross dividends.
The general VAT rate is 20%.

Corporate profits are not taxed ie (tax rate 0%) unless or until the profits are distributed as dividends; In short, all undistributed corporate profits are tax-exempt. This 100% exemption covers both active income (e.g. trading) and passive income (e.g. dividends, interest, royalties etc) as well as capital gains from sales of all types of assets, including shares, securities, and immovable property.

Estonia levies a corporate withholding tax only on profits that are distributed as dividends, share buybacks, capital reductions, liquidation proceeds or deemed profit distributions. Income tax at a rate of 20% is charged on gross dividends (calculated as 20/80 of the net dividend).

The standard VAT rate (in Estonian käibemaks, KM) is 20% and applies to all supplies of goods and services inside Estonia. The 9% reduced rate applies to accommodation, books, listed pharmaceutical products and medical devices. The VAT rate on the export of goods, intra-Community supply of goods and certain services is 0% (i.e. exemption with credit). If the annual taxable turnover exceeds 40 000 EUR you will need to register with the Tax and Customs Board as a VAT payer.

Employers registered in Estonia (including permanent establishments of foreign entities) must pay social tax on all payments made to employees. The rate of social tax is 33% (20% for social security and 13% for health insurance). Minimum wage in Estonia is 500 EUR/month as of 2018.

Crypto Business Licenses in Estonia

Estonia has a favorable tax and legal environment for cryptocurrency exchange companies. This small European Union country of just 1.3m people is regarded as one of the world’s most advanced digital nations and is fast becoming a viable alternative to the behemoth Financial Services Jurisdictions such as Singapore and Switzerland – its competitive advantage being it offers less red tape and lower establishment/operating costs.

Companies aiming to do business in the Cryptosphere can apply for 2 different activity licenses in Estonia:

(a) A Cryptocurrency Exchange License

(b) A Virtual Currency Wallet Service License

Both of these licenses are issued by the Estonian Financial Intelligence Unit (FIU) and can be applied for separately or together (in fact it’s cheaper to apply for both at the same time). The full procedure to set up the company and obtain the licenses is straight forward and can be carried out remotely with no visit required (at the time of writing, on average, it takes 30 days from receiving all necessary documentation).

Eligibility for such a license is liberally applied (you don’t need be ex Merril Lynch or hold any form of Fund Manager License to be eligible to apply for such a license) and the cost is very reasonable especially compared with the cost of applying for comparable special licenses elsewhere (eg Fund Licenses, Broker’s Licenses etc).

Corporate Services in Estonia

We provide a full range of corporate services in Estonia including, as required: