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BVI COMPANIES

The “BVI Mutual Legal Assistance (Tax Matters) (Amendment) Act, 2012″,

BRAZILIAN CONCEPT OF TAX HAVENS

The concept of tax heavens or privileged tax jurisdictions has been expanded by Federal Law 11.727 and consequently, the traditional black list of jurisdictions that receive “special” tax treatment by Brazilian Tax Authorities is no longer applied strictly.

In fact, after Law 11.727, the Brazilian Federal Revenue Service may apply more stringed taxation rules even if the jurisdiction is not expressly black listed.

TURKEY: BOARD STRUCTURE & LIABILITY CONCEPT UNDER THE REVOLUTIONARY NEW COMMERCIAL CODE

The Turkish Commercial Code published in the Trade Registry Gazette dated 14 February 2011 and numbered 27846 (the “TCC”), makes significant changes in the management of joint stock corporations (anonim şirket). The TCC introduces the possibility of having a board of directors (a “Board”) that is comprised of one member; whereas, the previous legislation mandated the presence of at least three members on the Board.

This article provides a general assessment of the management of a joint stock corporation with a Board consisting of only one member.

Guernsey foundations law to go live tomorrow

Guernsey has caught up with the two other crown dependencies on foundation law, following the island registry’s announcement that it is ready to accept registration of its first foundations from tomorrow.

In pushing ahead with the Foundations (Guernsey) Law, 2012, Guernsey is following Jersey, where a foundations law went live on 17 July 2009, and the Isle of Man’s entry on 1 January 2012.

IRISH BUDGET 2013 – PROPERTY TAXATION

Important measures for international investors in Ireland and investment managers with Irish investment funds and SPVs
On Wednesday 5 December 2012, the Irish Minister for Finance presented Budget 2013, the Irish government’s fiscal programme of measures for the coming year, against an improving but still challenging economic backdrop.

UK – COURT RULES THAT A SIDE LETTER IS AN UNENFORCEABLE AGREEMENT

The Court of Appeal recently had to consider whether a side letter, drafted in parallel to a binding contract, and whose purpose was to confirm the parties’ agreement to enter, at a later date, into a separate secondary agreement, was itself legally binding. The case in question was Georgi Velichkov Barbudev v Eurocom Cable Management Bulgaria Food & Ors [2012].

BVI – NEW RECORD KEEPING AND RETENTION OBLIGATION

Recent changes have been made to the record keeping and record retention obligations of all BVI companies and limited partnerships with the enactment of the Mutual Legal Assistance (Tax Matters) (Amendment) Act 2012, and the Partnership (Amendment) Act 2012 (the “Reforms”).

UK – IS A PARENT COMPANY BOUND BY CONTRACTS OF ITS SUBSIDIARY

Companies doing business on an international basis can take welcome comfort from a recent Court of Appeal decision, which confirmed the approach for when a corporate veil will be lifted. “Lifting the corporate veil” describes a practice by which a court decides that a subsidiary is a mere shell or alter ego used by a parent company to avoid or conceal liability.

SWISS GOVERMENT PROPOSES TO LOOSEN BANK SECRECY

The proposal covers two elements: (1) unifying procedural aspects for all types of Swiss taxes, and (2) eliminating the difference between tax evasion and tax fraud for disclosure of bank data. The second element is expected to lead to political controversies within Switzerland.

Currently, bank secrecy in domestic situations is only removed if a tax fraud has been committed, i.e. if taxpayers use counterfeited documents. In contrast, in cases of mere tax evasion (i.e. if items of taxable income or wealth were not declared) the tax authorities cannot demand that banks divulge to them information on bank accounts held by Swiss taxpayers.