With the growing trend of digital nomadism together with location-independent workplaces, championed by companies like Automattic and Basecamp, we are seeing an increasing number of company owners having the luxury of choosing a country to be tax resident in and also deciding which country to base their company in.
Tax laws tend to change quite frequently, as do the relations between countries. For example, the big countries tend to have a blacklist of countries they consider tax havens, and of course you don’t want to base yourself or your company there. I believe the European Union currently provides the best flexibility with moving around and building an efficient tax strategy.
No EU country can blacklist another country, so you have the security of countries playing nicely. You would perhaps be surprised to know that within the EU tax rates vary between countries in a very significant way.
Before we dive in to discuss some of the available structures, I’d like to spend some time talking about flag theory, tax planning and offshore companies to make sure we have the basics dealt with.
Flag Theory is all about diversifying your life and staying protected. The Five Flags deal with residency, citizenship, banking, assets, and business. It’s a strategic internationalization process designed to increase your freedom, protect your privacy and grow your wealth in leading jurisdictions.
I learned about flag theory many years ago in my days as a digital nomad, and it has influenced my choices ever since. As I mentioned in my thoughts about nationality, I think we are moving towards a future where people actively choose where they want to live and do business.
This is totally contrary to the traditional view that you are born in a country and being patriotic to that country (even to the point of dying for your country!) forever. I think that many countries are not run efficiently and put an ever-increasing burden on their citizens due to their politicians’ ineptitude and abuses, and that is not acceptable.
The modern workforce is becoming increasingly mobile, and if you’re an entrepreneur especially, you have a lot of freedom that you might not have considered before.
If you want to learn more about flag theory I suggest you open these blogs and just read as many of their blog posts as possible. I bet they will change the way you think about things in a significant way.
- Flag Theory
- Nomad Capitalist
- Tax Free Today
- Freedom Surfer
- Offshore Living Letter
- Escape Artist
- No More Tax
- Offshore Citizen
A good forum worth visiting on the topic is Offshorecorptalk.com.
Now let’s get back to tax planning within Europe.
There are countries that have great corporate tax rates, such as Ireland (12%) and Bulgaria (10%), while others (France, Germany, Portugal) not so much. Of course, it is to be expected that opening a company and doing business in Ireland is much easier than doing so in Bulgaria, and here the language barrier is pretty significant, not to mention the cultural one. It’s something you should seriously consider before making your decisions.
If you’re thinking of a move to another country, one of the important things to consider is how your disposable income will be affected. Of course, much of this boils down to taxes.
KPMG provides a very useful online tax comparison tool, where you can pick and compare up to 4 countries at one go. I was surprised to see that Spain and Italy have such high taxes, while the Russian rate looks impossibly low.
The Best Option – Personal Residence in Portugal and Corporate Residence in Malta
In my opinion, as of 2020, the best option is for the company owner to reside in Portugal, while the company would be based in Malta.
In short, with this option, the company taxation would be an effective 5% due to Malta’s 6/7 tax rebates, while the owner resident in Portugal would pay 0% tax on received dividends from the company for the ten years following establishment of his residency there under the Non-Habitual Resident (confusing name, I know) scheme. In Malta, the setup would usually consist of one or more trading companies, together with a holding company.
Here are two excellent guides about Portugal’s NHR:
Setting up the Maltese Companies
For those not familiar with the Maltese taxation system, it’s worth noting that it is the only country in Europe that operates a full imputation system.
This means that corporate profits are taxed to the company at a rate of 35%. However, when dividends are distributed to individuals out of taxed profits, the dividend carries an imputation credit of the tax paid by the company on the profits so distributed.
Taking as an example a company which makes taxable profits of 1,000:
|Taxable profits of a company||1,000|
|Corporate tax thereon at 35%||350|
|Profits after tax||650|
The company distributes all the post-tax profits to its shareholder who is an individual resident in Malta.
Malta utilises the full imputation system of company taxation where corporate profits are taxed to the company at the rate of 35%. However, when dividends are distributed to individuals out of taxed profits, the dividend carries an imputation credit of the tax paid by the company on the profits so distributed.
Taking as an example a company which makes taxable profits of 1,000:
|Taxable profits of a company||1,000|
|Corporate tax thereon at 35%||350|
|Profits after tax||650|
The company distributes all the post-tax profits to its shareholder who is an individual resident in Malta. The company is obliged in terms of the provisions of the Income Tax Act to issue a dividend warrant which must contain the following information:
|Deemed gross dividend||1,000|
|Tax at source (imputation credit)||350|
The purpose of the warrant is to enable the recipient to fully understand the manner in which the profits being distributed have been taxed, and the obligations on the shareholder to declare such dividend or otherwise and the rights of such shareholder to claim a credit for any underlying tax/tax at source.
In Malta, the highest tax rate that individuals can suffer is also 35%. Should the shareholder declare the dividend in his tax return, the following would be declared:
|Deemed gross dividend||1,000|
|Tax charge at 35% (marginal tax rate)||350|
The imputation credit is put against the tax charge on the dividend in the hands of the individual. This system eliminates the economic double taxation that arises when the classical system is in operation. Under the full imputation system of company taxation, corporate profits are taxed only once.
Under the Income Tax Act, the individual shareholders are not obliged to declare dividends received from Maltese companies as the dividend is already covered by the imputation credit of 35% which is equivalent to the maximum rate of tax that individuals pay in Malta.
The rates of tax chargeable on individuals income are progressive starting at 15% and reaching up to a maximum of 35%. If the shareholder receiving the dividend is not chargeable at the maximum rate of tax as his income is low, then the following would be declared in his tax return:
|Tax chargeable at say 15%||150|
The individual will then receive a refund from the Revenue authorities following the submission of his tax return. The imputation system of company taxation applies to both resident and non-resident shareholders.
For shareholders resident in Malta, the bottom line is that since the current rate of income tax applicable to companies is 35% and the maximum rate applicable to individuals is also 35%, the receipt of a dividend out of these tax accounts can never result in a shareholder having to pay additional tax on receipt of the dividend.
It’s a different story for non-resident shareholders though. While their dividends won’t be taxed in Malta, they would still need to declare the receipt of the dividends in their country of residence and pay tax there.
For example, if the shareholder is a resident of Spain, he would pay between 19% and 23% of tax on the dividends received from the Maltese company, since no withholding tax was applied at the shareholder level in Malta. As another example, if the shareholder lives in France, he will pay 30% (flat savings tax rate in France) on the net amount of dividends received from the Maltese company.
Of course, if you pay 35% corporate tax in Malta and then pay a further hefty percentage in your country of residence, you are going to end up paying a very high effective tax rate. If that were the case it would make little sense to open companies in Malta for non-residents.
In order to deal with this problem, Malta offers a 6/7ths refund on the corporate tax paid in Malta if the shareholder is a non-resident and non-domiciled person. This brings down the effective corporate tax rate in Malta to 5%.
Here’s how best to structure the companies in Malta:
The structure above features the following:
- The Maltese Trading Company generates income from its trading activities;
- Malta Corporate Tax of 35% on net profits is applied to the Maltese Trading Co;
- Upon distribution of dividends to the Maltese Holding Co, the latter may claim a 6/7 refund of Malta corporate tax paid by the Maltese Trading Co;
- Dividend income and the tax refund received by the Maltese Holding Co is not liable to any further tax in Malta;
- The Maltese Holding Company can distribute in full both the tax refund and the dividend income received to its foreign shareholder;
- No withholding taxes on dividends paid to the foreign shareholder.
In the end, we can conclude that company profits are only taxed at the company level, and not taxed again in the hands of the shareholder. There are in fact, no withholding taxes imposed on dividends. This means that the company owner ends up paying a net of 5% on company profits in Malta (after receiving the 6/7ths tax refund) plus the taxation on dividends received in his country of residence.
One more benefit worth mentioning about Maltese companies, is that in the case of most income being sourced outside of Malta, the company will have the option to defer its tax payment by up to 18 months, giving you a considerable stretch of time to be able to reinvest that money and obtain returns before paying it to the tax authorities.
One new feature as of 2020 is also the possibility for a holding and trading company to present consolidated accounts, and in this manner there will be no need to first pay 35% tax and then wait for the refund for around a year. You would net things and pay 5% tax directly. That’s a big improvement to the scheme in my opinion.
Personal Residency in Portugal
Portugal’s NHR scheme is very attractive. While in previous years it was mostly popular with retiree expats, in recent years it is becoming more and more popular with a younger crowd. The holding of the Web Summit conference (the biggest tech conference in Europe) every year in Lisbon has helped young tech entrepreneurs discover the city and the country, and has served to attract some of these entrepreneurs to move to Portugal and benefit from the NHR scheme.
Portuguese authorities have also confirmed that there are no taxes on cryptocurrencies such as Bitcoin (see here and here), which is excellent news for a lot of younger people who hold cryptos and might find themselves with a significantly higher net worth in the near future if they continue to rise in value.
Arriving and registering yourself in Portugal is very easy and can be done in a few days (the contrast with Spain is huge in this area) and you get NHR status for 10 years. You can also leave Portugal for a period and resume your NHR status when you come back, however the period of 10 years does not get extended under any circumstance.
Since you have till March following the year that you become a resident to become an NHR, you cannot have one spouse be NHR and reserve another NHR for the other spouse in the future. It, therefore, makes sense for both to become NHRs right from the start.
Lisbon is the most popular area for new expats as it is the place with most activity and entrepreneurship. However, Portugal is a relatively small country so you can also live in other cheaper areas without feeling totally isolated.
There are also no wealth taxes in Portugal apart from a similar tax on real estate assets of high value. Neither are there any forced declarations of foreign assets (like modelo 720 in Spain. You only need to inform Portugal about any bank accounts (and not their value) held abroad.
As with any other tax structure, the place of effective management of a company remains of utmost importance, so you cannot just place a company in a low tax jurisdiction and move to Portugal to obtain tax-free dividends. There should be a strong reason for the company to be placed in that jurisdiction, so as to satisfy the place of management rules and economic substance.
To become an NHR, you will need a rental contract of 6 months or longer, or a property in Portugal in your name. You can move to Portugal at any point during the first part of the year, so as to satisfy the 183 days residency test that most countries use to determine fiscal residency.
Negative Perceptions of Malta and Portugal
Big European countries are typically keen on throwing dirt on the smaller countries that are trying to compete with them via tax advantages. This leads to negative perceptions about countries like Malta, Portugal, Cyprus, Bulgaria etc.
Malta is frowned upon by certain people who think that it is some sort of blacklisted tax haven. However, this couldn’t be further from the truth.
Malta was and has consistently been transparent about its tax system: it is aimed at creating an attractive system that provides comparable benefits to domestic and foreign investors. In addition, the European Council has not brought any cases against Malta related to a violation of the “four freedoms” or the principle of non-discrimination. Malta has fully implemented and complied with all of the E.U.’s tax directives, which are unanimously approved by the Member States in E.C.O.F.I.N, and the Maltese tax system has not been found to infringe on the E.U.’s State Aid rules.
Globally, Malta has applied all O.E.C.D. initiatives to combat tax evasion, including the directives on mutual assistance between tax authorities, automatic exchanges Insights Special Edition | Table of Contents | Visit www.ruchelaw.com for further information. 305 of information, and the exchange of tax rulings and advance pricing arrangements in the field of transfer pricing.
Malta is also an early adopter of the Common Reporting Standards and Country-by-Country Reporting obligations. Under Phase II of the O.E.C.D.’s Peer Reviews, Malta has been classified as “largely compliant” in matters of transparency and exchange of tax information. The United Kingdom, Germany, the Netherlands, and Italy received comparable clarification. In June 2016, together with other Member States in E.C.O.F.I.N., Malta approved the Anti-Tax Avoidance Directive (“A.T.A.D.”). Throughout its presidency of the European Commission, all Member States gave approval for the A.T.A.D. 2 in February 2017.
You can listen to a discussion about Malta’s tax advantages between me and CPA Chris Grech on the Mastermind.fm podcast.
Portugal has also been attacked and blamed for unfair competition with Nordic countries since under the NHR retirees who moved to Portugal paid way less tax than they would in their home country. Portugal has, since 2020, appeased these concerns by introducing a minimal level of taxation for retiree expats in the NHR scheme who receive their pension from abroad. This does not affect the NHR scheme for entrepreneurs with the setup I mention in this article.
Place of Effective Management
Opening a company abroad has certain caveats. One important concept is the “place of effective management”. You can’t just open a company wherever tax is lowest and operate from there while living in another country. Your company in a foreign jurisdiction needs to have substance since many countries operate under CFC rules (controlled foreign corporation). I wrote about this topic in my article about digital nomad taxation, as this is the biggest concern for digital nomads or expats when opening companies abroad.
The country where you reside may attempt to tax the profits of an overseas company if such company is deemed to be a resident in its territory because its effective management or/and control is exercised therein.
How do you add substance?
The criteria of “place of effective management” is widely used under many OECD based double tax treaties. The place of effective management is usually considered to be the place where key management and commercial decisions are in substance made. An entity may have more than one place of management but it may only have one place of effective management at any one time. In determining the place of effective management all relevant facts should be considered. These include:
- Where board meetings of directors are held. The frequency of meetings, and whether they actually exercise control over the company are also relevant factors;
- Where senior day to day management is carried out;
- Where the company’s headquarters are located;
- Where the company’s accounting records are kept.
Furthermore, you can add more substance to your company’s presence in that country using the following strategies:
- The company’s income & expenditure passes through a bank account in that country;
- The company may possibly employ one or more individuals, possibly a local resident director. According to EU law, social security contributions are normally paid in the place where the worker works: therefore paying social security contributions in that country may possibly help to prove that the particular individual employed by the company (who may be the director) actually works in the chosen country.
- The company rents premises and has other expenditure (e.g. telephone bills, internet connection costs, accountancy costs, etc).
It is very important to consider the effect of any double taxation treaty existing between the chosen country for your company and your country of residency. A double tax treaty is essentially an agreement between two countries which determines which country has the right to tax a person or company in specified situations. Therefore, the main aim of double tax treaties is to ensure that the same income is not taxed twice.
Alternative 1 – Residing in and running a company from Andorra
If you like mountains and a quiet life with a high standard of living, Andorra might be a good option for you.
Andorra is an attractive proposition for many individuals who have high incomes and are seeking a more tax-friendly jurisdiction to reside in.
The new Andorran tax framework has been approved by the OECD and triggers the development of the tax conventions, the first of which have been established with France, Luxembourg and Spain.
Companies in Andorra pay a nominal rate of 10% on corporate revenues. As for individuals, they pay a 10% rate. There is an exemption on the first €3.000 of savings income. There is no wealth tax, inheritance tax, donation tax or property tax.
The strategy of accumulating non-distributed profit in an Andorran company owned by nonresident shareholders is very usual in order to avoid individual taxation in the countries where the shareholders have their tax residency.
The second step to make is some years later, when the shareholders can become Andorran tax residents for one year and perceive the accumulated dividends with a total tax exemption. This is because there is a total exemption for dividends delivered by an Andorran entity to a resident shareholder.
If they decide to re-enter their origin countries as tax residents, they can repatriate their capital without any taxation, due to the fact that the obtained revenue was once subject (but exempt) to the Andorran Personal Income Tax during the distribution year.
A similar strategy can be employed whereby the company owner lives anywhere he wants and withdraws money from his company based in a low tax jurisdiction, but he would only withdraw enough money to sustain himself year by year. The accumulation of profits is allowed to happen in the holding company. When he needs a big lump sum of cash to make a big purchase, he would move to Portugal for one year, where he would withdraw the cash from the company as a dividend, and pay zero tax. The next year he would be free to move back to his previous country or any other country without any questions and be able to repatriate the money to that country.
With that aside out of the way, let’s continue talking about Andorra. If you don’t want to actually move there and spend most of your time in this tiny state, you can become a non-lucrative resident. This is the more common way of having residency in Andorra, as it gives you most of the important benefits without requiring you to live there. It does come with a few requirements though, and you have to have some decent savings to be able to achieve this type of residency. Here are the requirements:
- Deposit at the INAF (Andorran National Finance Institute) worth 50.000€, recoverable and non-remunerated; Deposit at the INAF worth 10.000€ for each dependent;
Availability of enough resources for the titleholder and dependents’ sustenance in Andorra;
Purchasing or renting a dwelling in Andorra;
- Medical, disability and old-age insurance with coverage across Andorra (underage and people over 65 years- old only need medical insurance);
- Minimum of 90 days’ residence per year;
- 400.000€-worth Investment on Andorran assets
Andorra is, therefore, a good option for those with a high net worth. You will find many cyclists, for example, who take up residence in Andorra.
For company owners, I think residing in Portugal is the best right now, although it does require you to actually live there. If you’re more into traveling and being a digital nomad, then Andorran residency is actually better since it only requires you to be physically present in Andorra for three months a year.
I’ve visited Andorra several times and it’s indeed a beautiful place to live in, with the main disadvantages being the colder weather and relative isolation, with the nearest airports in France and Spain being a good drive of around two hours away.
Alternative 2 – Opening a Company in Estonia
In Estonia, there is no corporate income tax on retained and reinvested profits.
This means that Estonian resident companies and the permanent establishments of foreign entities (including branches) are subject to 0% income tax in respect to all reinvested and retained profits and a 20% income tax only in respect to all distributed profits (both actual and deemed).
Distributed profits include:
- corporate profits distributed in the tax period
- gifts, donations and representation expenses
- expenses and payments not related to business
- transfer of the assets of the permanent establishment to its head office or to other companies
Starting from January 1, 2018 – the corporate income tax rate on regular profit distributions was lowered from 20% to 14%, but only in cases where dividends are paid to legal persons.
Its tax system is fully OECD-compliant and it boasts an extensive tax treaty network while also exchanging tax-related information with more than one hundred jurisdictions in the world on the basis of the relevant OECD convention, which also means such information exchange is also available to those with whom it has no valid tax treaty.
Estonia still collects a sufficient amount of corporate income tax from its tax on distribution of 20% on sporadic or 14% on regularly distributed profits (7% withholding tax adds to the latter if distributed to natural persons).
Estonia’s taxation system does have favorable features for investors — including a unique corporate income tax system that has worked well for almost 20 years — but a company can only benefit from it on its profit attributable to Estonia. This is the same thing I described in Malta’s case above. If your activities create a permanent establishment elsewhere (a fixed place of business in a foreign jurisdiction), this may give rise to taxation there.
If, for example, a French entrepreneur opens a business in Estonia through e-Residency, but all of his or her physical operations are from France, the work is carried out in France, and all of the sales are done to France, then with 99,9% probability there will be a permanent establishment in France and all of the profits on these fully French operations will be taxable in France. No one must have any misconceptions about that. In addition, should there be international operations the profits of which would be taxed in Estonia, then the dividend paid to a French resident will be subject to tax according to the French tax rules on private individuals (and the French authorities will receive adequate tax information from Estonia).
Alternative 3 – Residing in Cyprus + Company in Malta
Cyprus is very attractive to entrepreneurs via the non dom scheme. The Cyprus Non-Domiciled Tax Status provides a number of tax advantages, mainly the exemption from capital gain tax on income from dividends and interest.
The minimum stay is 60 days.
An individual enjoys the Cyprus Non-Domiciled Status if he/she is tax resident of Cyprus and has not been a tax resident of Cyprus as per the Income Tax Law for a period of 20 consecutive years prior to the introduction of the law (i.e. prior to 16 July 2015).
The tax payable by a Cyprus resident non-dom on dividend income will be zero.
Cyprus is a nice place to live a relaxed life surrounded by nature and nice beaches, but it’s obviously not an international business hub, and if you’re looking for active city life, then I would say Portugal would be a better choice under the NHR scheme.
Alternative 4 – Residing in Gibraltar
Gibraltar does not impose any tax on dividends, so you can receive your dividends from your company located elsewhere tax-free. Note that Gibraltar’s relationship with Spain is a bit tricky so it’s best not to mix the two. There is also the question of whether Brexit will change things going forward, since Gibraltar is now no longer part of the EU.
Alternative 5 – Residing in Sark
This is definitely an option that will seem attractive to only the most adventurous out there, but it’s a valid option nonetheless. Sark is an island in the English Channel and home of investor Swen Lorenz, and its residents are exempt from paying UK tax.
If you do some reading, you will undoubtedly come across even more alternatives. I’ve researched a lot of them and even visited the places, and for some reason or another I don’t consider them a good idea.
Here are some of them:
- Monaco – This article sums up my feelings about the place quite nicely.
- Bulgaria – Too much of an emerging country feel for my tastes, although I know people have successfully set up there with the right experts guiding them.
- Georgia – Same as Bulgaria.
- Ireland – Good corporate tax rates, but a better deal can be had in Malta or Cyprus, even due to professional fees being much higher in Ireland than in competing jurisdictions.
Extra tip: Opening a company in the United States
For some businesses, opening a company in the United States can have important advantages. People I know have used Firstbase to get set up in the US (LLC and SCorp, Delware and Wyoming for 399$ with Mercury.co account), and you can read about the advantages of doing that here. One big advantage is the ability to use Stripe for payments, if your country does is not yet in Stripe’s list of supported countries.
On Opening Bank Accounts
Bank accounts have become very hard to open and maintain all around the world over the past few years. Be prepared to explain all big incoming and outgoing transfers and have documentation on hand.
You should also know the difference between the so-called “digital banks” and real banking institutions.
For example, two popular app-based digital banks are:
While I’ve used both and they are excellent for what they’re meant to be used for, they should not be mistaken as an equivalent to a bank account.
In fact here is what Revolut itself says about their accounts.
…when we hold Electronic Money for you, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding money for you in that: (a) we cannot and will not use the funds to invest or lend to other persons or entities; (b) your Electronic Money will not accrue interest, and (c) your Electronic Money is not covered by the Financial Services Compensation Scheme.
As an FCA authorised institution, your funds are safeguarded as per FCA requirements, the Electronic Money Regulations 2011 and the Payment Services Regulations 2017.
In the event of an insolvency, you will be able to claim your funds from this segregated account and your claim will be paid above all other creditors. We’re not a deposit taking institution, we’re an E-Money Institution and clients funds are safeguarded pursuant to safeguarding provisions of the Payment Services Regulations (regulation 19 of the PSRs).
More or less the same thing is said by TransferWise:
Your TransferWise multi-currency account is an electronic money account. It’s different from a bank account because:
you won’t be able to get an overdraft or loan
you won’t earn interest on your account
although your bank details are unique, they don’t represent real bank accounts, but simply “addresses” for your electronic money account. You can still use them to receive payments though, like a real bank account
your money is protected and safeguarded, but not guaranteed by the Financial Services Compensation Scheme (FSCS) that you may get with a bank account
The main benefit of using your TransferWise account over traditional accounts is that you won’t be charged international transaction fees or outrageous exchange rates.
You can send, receive and convert currencies all in one account. You’ll always get the real exchange rate and the lowest possible fees.
So while I love and use both of these services, they are not a substitute for a real bank account. If, say you want to open a company in Malta, you will want to open a bank account at one of the few local banks there, and it won’t be easy to open and maintain the account unless your accounts are squeaky clean and everything you do is well-documented.
There are many possible setups for optimising your tax situation both on a personal and a corporate level. Not discussed in the post above are places like Dubai (zero corporate and personal tax), the Baltics (generally low taxation) and Eastern Europe in general (10-20%). There are many considerations in structuring things and you need to see what’s best for you and your family not only from the taxation aspect but also from other aspects.
In general, I think it is a good idea to separate things as much as possible and have backup plans, and these are part of the flag theory idea. For example, Spain is a horrible place to be if you want to invest outside of Spain, so it might make a lot of sense to conduct your investments through a company in another country while keeping your personal situation plain and simple in Spain. That will reduce your accounting fees and also many headaches.
Note that this is just a summary of my research on the topic and my discussions with various tax consultants. It should not be taken as tax advice.
If you would like to set up an appointment with a professional to discuss how you can set yourself up using the strategies above, please contact me.