Company Incorporation Forms

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Company

Incorporation

Forms

Registered office: Leicester Court, Suite 2, Edgar Bernard Street, Gzira GZR 1702, Malta.

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Company Incorporation Forms

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INDEX

Pages

Company Details Form

This form contains all the necessary details required to draft the company’s Memorandum and Articles of Association and other documentation related to the company’s incorporation. It also contains details related to the company’s structure, business activities and administrative issues. The details on page 5 which relate to the company’s bank account need only be completed if the bank account is to be opened in Malta.

2-5

Personal Details Form

This form must be completed and signed by every individual who is a direct or indirect shareholder, ultimate beneficial owner (UBO), director, chairman, president, legal and judicial representative, company secretary, senior management in any company in the structure.

6

Personal Declaration

This declaration must be completed and signed by all individual shareholders, beneficial owners and individual directors of the Maltese company and the individual directors of a corporate shareholder of the Maltese company.

7

Corporate Declaration

This declaration must be completed where the shareholder of the Maltese company is a body corporate and signed by the directors or authorised representative of such corporate shareholder. This declaration must be accompanied by a board resolution.

8

Documentation

The due diligence documentation listed must be submitted in original or notarised and apostilled. See other important notes.

9

Appendix 1 – Schedule of Costs (payable to the Registry of Companies)

Appendix 2 – Schedule of Fees (payable to Avanzia Taxand Limited)

10

11

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Company Details Form

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• Proposed Company Name

First Preference: Second Preference: Third Preference:

Company name should end with the word ‘Limited’ or ‘Ltd.’

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• Registered Office in Malta

You may use our registered office as the company’s registered office (refer to page 11 for annual fee). Should you wish to use an alternative address, please indicate the full address below. Address cannot be a P.O. Box.

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• Company Objects

Holding Company. The standard objects clause will normally read as follows:

“To subscribe for, acquire, hold, dispose of or otherwise deal in all kinds of securities including shares, stocks, debentures, debenture stock, bonds, notes, options, interests in all kinds of companies, corporations, entities, partnerships or other body of persons and to manage and administer any of the afore-mentioned property or any other property permitted by law.”

Indicate source of income: Dividend. [Indicate shareholding _______ %] Interest

Royalties

Trading company

Please specify very clearly the main trading activity or activities:

Anticipated business interest to the extent of more than 90% outside Malta: Yes / No The company cannot carry on any activity or service which requires a license or is otherwise regulated under the Investment Services Act, the Insurance Business Act, the Insurance Intermediaries Act, the Banking Act, the Financial Institutions Act, and the Trusts and Trustees Act, without a licence or other appropriate authorisation from the Malta Financial Services Authority.

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Company Details Form

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• Share Capital

Currency (e.g. Euro) Authorised Capital

Issued Capital % Paid Up (e.g. 100%)

Number of Shares Nominal Value

The minimum authorised and issued share capital is €1,200 which may be denominated in any currency. The company must prepare audited financial statements in the same currency in which the share capital is denominated and any tax payment and / or tax refunds are effected in the same currency.

The amount is to be deposited in a Maltese or foreign bank account prior to the registration of the company and original advice or deposit slip should be forwarded to Avanzia Taxand for presentation to the Registry of Companies before registration of the company.

• Shareholders / Beneficial owners

Given Name Surname ^{Number of}

Shares

Fiduciary Services Required

Yes / No Yes / No Yes / No Yes / No Yes / No Yes / No

It is possible to register a single member company (one shareholder) provided no director or shareholder of such company is a body corporate, the company’s main activity is clearly stated and the business of the company is to consist principally of such activity.

All shareholders and beneficial owners are to complete the Personal Details Form (on page 6) and Declaration (on page 7 or 8) as well as provide all the required due diligence documentation listed on page 9.

Quorum for ordinary shareholders resolutions (usually 51%): _______ %

Quorum for extraordinary shareholders resolutions (usually 75%): _______ %

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Company Details Form

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• Director/s - At least one person has to act as company director. The director need not be resident in Malta and may be an individual or a corporate entity. We may act as company directors – please refer to page 11 for annual director’s fee.

No. of Board Members ________ Quorum for Board Meetings ________

Name Surname Passport or ID Number.

• Legal and judicial representative/s (may be one or more of the company directors)

• Company Secretary (must be an individual but not necessarily resident in Malta)

• Accounting Reference Date (Financial Year End) _________________________________________

(The first accounting period must be between 6 months and 18 months from the incorporation date. By default the company’s financial year end is 31^st December and the tax return date is 9 months following the financial year end, that is, 30^th September of the following year).

• Company Auditors in Malta ______________________________________________________________

• Company Bankers ________________________________________________________________________

(Our firm has a very good relationship with Bank of Valletta plc (www.bov.com) with respect to the opening of bank accounts).

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Company Details Form

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The following information is only required if the company will have a bank account in Malta.

• Account type and currency _______________________________________________________________

• Other accounts required (please specify account type and currency or currencies)

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• Withholding tax at 15% on interest income to be deducted by bank Yes / No

• Signatories ________________________________________________________________

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Every signatory is to complete the Personal Details Form and provide the documents listed therein. The copy of the passport must be authenticated by a reputable bank.

• Signing instructions (e.g. any one or any two) _____________________________________________

• Fax indemnity Yes / No (If yes, please indicate the facsimile number _____________________)

• Internet banking required Yes / No

• Estimated turnover or income (per annum) ________________________________________________

• Anticipated geographical contacts / source of income (Please indicate the countries through which transactions are commonly carried out or from where income will be derived)

• Any other additional / relevant information

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Personal Details Form

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This form is to be filled in by every individual in any of the following capacities:

Direct or indirect shareholder, ultimate beneficial owner (UBO), director, chairman, president, legal and judicial representative, company secretary, senior management in any company in the structure.

Name and surname: Residential address:

(no P.O. Box)

Home telephone: Work telephone:

Mobile number: Facsimile:

E-mail address:

Date of birth: Place of birth:

Passport number: Place of issue:

Date of issue: Valid until:

Nationality: Occupation:

Country of tax residence:

Date: __________________________ Signature: _________________________________________

Day Month Year

________________________________________ Write full name and surname in capital letters

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Personal Declaration

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I, the undersigned, _______________________________________________________ (insert full name and surname)

residing at _________________________________________________________________(insert full residential address)

and having ________________________ passport number ________________________ hereby declare and confirm that:

1. The personal details I have given you are true and correct in every respect; and

2. I have never been convicted of any offence (other than minor offences in connection with the use or ownership of a motor vehicle); and

3. I have never been adjudged bankrupt; and

4. I have never been the subject of an investigation by a governmental, professional or other regulatory or statutory body; and

5. I have never been an officer or shareholder of a business entity which has been the subject of an investigation as aforesaid, or which has been adjudged bankrupt, compulsorily wound up or has made any compromise or arrangement with its creditors;

6. I, and my immediate family, are not ‘politically exposed persons’ and none of us are or have been entrusted with prominent public functions ⁽¹⁾;

7. I declare that my total wealth amounts to approximately _______________ (value in Euros)

which mainly originates from _____________________________________ (source of wealth) ⁽²⁾; 8. I am the ultimate beneficial owner of __________ ordinary shares of _______ each in a company to be registered in Malta under the name of __________________________________________ and they are being held for my sole benefit and I am not acting as nominee or trustee for third parties ⁽²⁾.

Date: __________________________ Signature: ________________________________________

_______________________________________ Write full name and surname in capital letters

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Delete if not applicable (Please note that ‘Politically Exposed Persons’ are natural persons who are or have been entrusted with prominent public functions and shall include their immediate family members or persons known to be close associates of such persons).

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Corporate Declaration

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*We, the undersigned ____________________________________ being the director/s or authorised representatives of _______________________________ (hereinafter referred to as “the Company”) and duly authorised by the board of directors of the same Company hereby solemnly declare and confirm that:

1. The details, information and documentation given to Avanzia Taxand in connection with the application for the registration of ________________________________are true and correct in every respect; and

2. The Company has never been the subject of an investigation by a governmental, professional or other regulatory or statutory body; and

3. The Company has never been adjudged bankrupt; and

*4. The Company is the beneficial owner of ______ shares in a company to be registered in Malta under the name of ________________________________________ and they are being held for the Company’s sole benefit. The Company is not acting as nominee or trustee for third parties.

5. The funds held by the company are not in any way linked to money laundering activities; 6. The company has never been in breach of any laws or regulations related to money

laundering;

7. Any change or changes to the foregoing will be immediately communicated in writing to Avanzia Taxand.

Date: __________________________ Signature: ________________________________________

*Delete if the company is not the immediate shareholder of the Maltese company.

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Documentation

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All due diligence documentation must be presented together with the original completed forms before the company is incorporated.

All documents must be either in original or as certified true copies¹. Certified true copies must be authenticated by a reputable bank, firm or professional person or alternatively notarised and apostilled. The documentation must not be older than six months.

Individuals

Direct shareholders, ultimate beneficial owners, directors, legal and judicial representatives, company secretary and other involved parties who are individuals need to submit the following documentation:

1. Copy of valid passport (for EU citizens a valid identity card is sufficient);

2. Detailed curriculum vitae including details of any public office held or official political affiliation; 3. A bank reference which includes the residential address (on letterhead, dated and signed in

original);

4. A professional reference (on letterhead, dated and signed in original);

5. Utility bill (such as water and electricity, gas, fixed line telephone (no mobile)).

All involved individuals must complete, sign and submit the personal details form and the personal declaration (on pages 6 and 7).

We reserve the right to confirm references and other documentation and we will also conduct a World- Check search on every involved individual.

Legal Entities

Corporate shareholders or involved entities must submit the following documentation:

1. Memorandum and Articles of Association or similar constitution document (in the original language and a certified translated copy in English);

2. Certificate of incorporation; 3. Certificate of good standing;

4. Bank reference (for non EU entities);

5. Personal details of the directors and ultimate beneficial owners (see above); 6. Extract of the members’ register showing details of the company’s shareholders;

7. Detailed and certified group structure up to the ultimate beneficial owners (UBOs) signed by an authorised official or secretary of the parent company.

If the above documentation does not sufficiently prove that a person is authorised to sign for and on behalf of a corporate entity subscribing to shares in a Maltese company, we need a document which evidences such empowerment (such as a board resolution or power of attorney).

Furthermore, every legal entity which holds shares in the Maltese company must complete the company declaration on page 8.

We reserve the right to request additional due diligence documentation to satisfy our obligations under the Prevention of Money Laundering and Funding of Terrorism Regulations.

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Schedule of Fees

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APPENDIX 1

Registration fees payable to the Registrar of Companies are calculated on the basis of the company’s authorised share capital as follows:

Authorised Capital Registration fee

Up to €1,500 €245

Over €1,500 up to €5,000 €245 + €15 for each €500 or part thereof Over €5,000 up to €10,000 €350 + €20 for each €1,000 or part thereof Over €10,000 up to €50,000 €450 + €20 for each €2,500 or part thereof Over €50,000 up to €100,000 €770 + €20 for each €10,000 or part thereof Over €100,000 up to €250,000 €870 + €10 for each €15,000 or part thereof Over €250,000 up to €500,000 €970 + €10 for each €10,000 or part thereof Over €500,000 up to €1,000,000 €1,220 + €20 for each €20,000 or part thereof Over €1,000,000 up to €2,500,000 €1,720 + €10 for each €50,000 or part thereof

Over €2,500,000 €2,250

Annual fees payable to the Registrar of Companies are also calculated on the basis of the company’s authorised share capital and are as follows:

Authorised Share Capital Annual Fee

Up to €1,500………..… €100

Over €1,500 up to €5,000………....€140

Over €5,000 up to €10,000………... €160

Over €10,000 up to €50,000………€350

Over €50,000 up to €100,000………. €400

Over €100,000 up to €250,000……….. €600

Over €250,000 up to €500,000……….. €800

Over €500,000 up to €1,000,000………€900 Over €1,000,000 up to €2,500,000………. €1,200 Over €2,500,000……… €1,400

If the share capital is not denominated in Euros, the ECB rate is used to convert the capital into Euros and then calculate the above fees accordingly.

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Schedule of Fees

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APPENDIX 2

The following is a breakdown of the fees charged by Avanzia Taxand. The fees are exclusive of VAT at 18% and any disbursements:

€

Incorporation

This amount covers the name reservation with the Registry of Companies, drafting and/or review of the Memorandum and Articles of Association, applying to the Inland Revenue Department for duty on documents exemption, opening a bank account in the name of the company, registering the company with the Registry of Companies, registering the company with the Inland Revenue Department and the VAT Department (where applicable) and submitting incorporation documents to the bank to regularise the bank account.

3,600

Registered Office

Includes use of our registered office, telephone and fax numbers. Other out of pocket expenses will be billed separately.

600

Total Tax Support (Tax Compliance)

Preparation and submission to the tax authorities of the company’s income tax returns, schedules and prescribed attachments (including the Tax Index of Financial Data) and applying to the International Tax Unit for tax refunds where appropriate.

1,000

Management and Administrative Services

This retainer fee covers administrative duties and functions and applies when no company directors are provided by Avanzia Taxand.

1,500

Directorship (including Management and Administration Services)

This retainer fee covers administrative duties and functions when directors are provided by Avanzia Taxand.

3,000

Company Secretarial / Corporate support 900

Book-keeping and accounting (minimum annual fee) 1,400

Incorporation fees and retainer fees are to be remitted in Euros to our bank account held with HSBC Bank Malta plc. The relevant details are as follows:

Beneficiary: Avanzia Taxand Limited Account Number: 006 059430 003

IBAN: MT74 MMEB 4406 0000 0000 0605 9430 003 Bank: HSBC Bank Malta plc

Address: High Street, Sliema SLM 1549, Malta