MADEIRA ISLANDS
AN EUROPEAN OFFSHORE CENTRE

OFFSHORE COMPANY FORMATION

MADEIRA – GENERAL OVERVIEW

Madeira is an island of approximately 270,000 inhabitants, 700 kilometers from the coast of North Africa. The island is an autonomous region of Portugal and, as such, is a full member of the European Union (EU). Local language is Portuguese and currency is the Euro.

By legislation approved in Lisbon, and in Brussels by the EU, tax advantages have been extended to companies registered in Madeira under the International Business Centre legislation. These advantages, which are currently guaranteed until 2011, provide for a full exemption from taxation for companies licensed prior to 31st December 2000 and for a low-level of corporate taxation for companies licensed after that time.

Madeira is presently one the best locations in the E.U. for companies with operations in the single market and worldwide. With reduced direct and indirect taxation, adequate infrastructures, competitive operational costs, safety and quality of life, Madeira is positioned to provide the investor with a unique package of benefits, offering a wide range of solutions to enhance the efficiency and performance of various forms of investment.

Moreover, Madeira's preferential tax regime has not only been approved by Portugal, but also by the European Union as a valid form of State Aid for regional development, providing Madeira's IBC with credibility and transparency. To find out more about Madeira's special status in the E.U., please consult State Aid nº 222-A-02; State Aid nº 222-B-02 and the Commission's Decision 2003/294/CE.

Fast Growing Economy
Madeira, an integral part of Portugal fully integrated in the E.U., is located in the Atlantic Ocean, 900 km southwest of Lisbon. The archipelago, with a total population of nearly 254,000 inhabitants, has the city of Funchal as its most important centre.

Madeira has been the fastest-growing region of Portugal and one of the highest in the European Union in the last ten years. The growth of the Madeiran economy and its consequent appeal to international investors have been the result of the island’s consistently low inflation rate, low direct and indirect taxation, and its extremely competitive operational costs, in comparison with other European locations.

A significant contribution to Madeira’s economic growth has been brought about by Madeira’s International Business Centre, the island’s main tool for attracting foreign investment. Madeira's IBC has been formally approved by the European Union as a legitimate program of economic development. Such fact, coupled with Madeira's IBC full integration in the Portuguese and the EU’s legal system, have made of Madeira not only an efficient investment location, but also a well-regulated business centre regarded by the OECD as a model to follow.

Taxation
The present regime of tax benefits allows the incorporation of new entities within the ambit of Madeira's IBC up until 2006, granting significantly reduced corporate tax rates until 2011, as described in the following chart:

To qualify for the tax reductions, companies licensed to operate within Madeira's IBC have to comply with pre-established requirements. On the other hand, the reduced corporate tax rates are applicable up to a ceiling placed upon the annual tax base, which varies according to the number of jobs created:

Pure holding companies (SGPS – Sociedades Gestoras de Participações Sociais) operating within the ambit of Madeira's IBC are also exempt from withholding tax on the distribution of dividends from E.U. affiliated companies and from capital gains taxes.

Manufacturing companies enjoy custom duties exemption on the importation of certain raw materials and components, according to Regulation CE 1482/97, specifically approved for Madeira’s IBC. A 50% reduction on the taxable income may also be applicable to these companies, when fulfilling two of the following criteria:
• contribution to the modernization of the economy through technical innovation, new products and procedures;
• diversification of the regional economy by introducing new activities of added value;
• fixation of qualified human resources;
• contribution to the improvement of the environment;
• creation of 15 jobs for a period of 5 years.

All companies licensed to operate in the Business Centre may also benefit from the large network of international treaties to avoid double taxation ratified by Portugal.

Last but not least, Madeira enjoys the lowest VAT rate in Europe at 15%, particularly interesting for operations in the sector of telecommunications and e-business within Europe.

Operational Costs
Madeira offers low operational costs when in comparison with other European countries. In fact, costs may become considerably lower when establishing operations in Madeira.

A few examples are the average and minimum wages, as well as real estate, telecommunications and energy costs.

Business Environment
Madeira offers investors a pro-business attitude as well as a deep commitment by the Madeiran authorities and the local population to develop the island’s economy by encouraging and welcoming foreign investment and the consequent transfer of know-how.

Companies setting up in Madeira, therefore, benefit from a wide range of supporting services, private and public, in most areas of activity. These include assistance in the incorporation of new companies, consultancy services, accountancy, legal advice, support in the recruitment of labour, financial, insurance and banking services, amongst others.

Infrastructures
Madeira has witnessed a remarkable development of its infrastructures in recent years, from new road connections, the new commercial port and the enlargement of the local airport to the setting up of state of the art telecommunications systems and a technological centre. Also available to investors are several conference rooms and office centres providing office space for rental, as well as a local university and laboratories.

Additionally, Madeira benefits from a Submarine Cable Station, hosted in the “Madeira Datacenter”, operating several international optical submarine cables, allowing interconnectivity with national and international SDH networks and providing, as such, significant advantages in terms of quality, cost, bandwidth and scalability.

Another available infrastructure is the Internet Gateway provided by Marconi Internet Direct (MID). This MID offers international Internet access without any kind of contention, and using diversity in the access to international backbones. The IP platform has its international connectivity distributed by: 3 PoPs (London, Amsterdam and Paris), peering connections with hundreds of major international ISPs and IP transits to Europe and the USA.

FORMS OF COMPANIES

Companies may be formed as either Private Limited Liability Companies (Lda) or Stock Corporations (SA).

The 'Lda' – SOCIEDADE POR QUOTAS - is the more popular vehicle for international, commercial activities, the main features of which are as follows:

- A minimum of one shareholder, known as a 'quotaholder'.
- Shares ('quotas') must be registered. Bearer or no par value quotas are not permitted.
- A minimum of one director, which must be an individual.
- No restriction as to the location of meetings.
- Annual accounts must be prepared in the Portuguese format and currency for submission to the local authorities.
- No requirement to disclose beneficial owner to the local authorities.
- Incorporation may take up to 6 weeks. Companies are available that have already been incorporated and have had no activity.
- Companies automatically receive a VAT registration number, which is advantageous for trading in Europe.
- No taxation, other than a fixed license fee of €1,500 or €1,000 per annum, depending on whether the services of an operating management company are used. This fee allows the company to operate within the Free Trade Zone of Madeira.
- A minimum share capital of €5,000 which must be fully paid up.
- Foreign company names are permitted, but the principal activity of the company must be in Portuguese.
The services of a legal representative are required in Madeira, as is a registered office.

HOLDING COMPANIES

A particular form of holding company, known as an SGPS – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, may take advantage of the EU directive eliminating withholding taxes between parent and subsidiary companies within the EU.

For SGPS companies licensed prior to 31st December 2000, these dividends are exempt from tax. For SGPS companies licensed after 31st December 2000 the dividends received will be subject to a low-level of corporate tax. There is no withholding tax on dividends paid out of the SGPS.

Madeira has access to the numerous double tax treaties negotiated by Portugal.

COMPANY FEATURES

OFFSHORE COMPANIES IN MADIERA

BACKGROUND
By legislation approved in Lisbon, and in Brussels by the EU, tax advantages have been granted to Portuguese companies registered in Madeira under International Business Centre of Madeira (‘IBC’) Legislation.

The object of the legislation is to provide a boost to the economy of the island of Madeira, since the tax advantages apply to industrial and manufacturing activity within the physical geographical area of the International Business Centre Zone of Madeira, as well as to financial activities which can be organized through entities registered under the legislation operating from any location, both within Madeira or elsewhere in the world.

These advantages provide not just low levels of taxation, but also certainty of exemption from any restrictions that might arise under any Portuguese exchange control regulations.

TAX EXEMPTIONS AND LOW CORPORATE TAX RATES
The advantages are guaranteed until, presently, the year 2011 and all companies licensed to operate in the IBC prior to 31st December 2000 will continue to enjoy a total taxation exemption until 31st December 2011.

ATRIUM has a number of companies which were licensed during 2000, which are entitled to a zero tax exemption until 31st December 2011. For companies licensed from 1st January 2003 the Portuguese authorities have agreed a low rate of corporation tax will be charged.

MANAGEMENT AND CONTROL
Directors of these companies incorporated in Portugal and granted taxation advantages under the legislation may be based anywhere in the world. Management and control of the companies need not be exercised in Madeira itself to be able to benefit from the tax advantages. All that is required is that the company has local legal representation, which our office in Madeira can provide.

OTHER ADVANTAGES
The companies registered in the IBC of Madeira are, on incorporation, provided automatically with a VAT registration number. Trading within the EU is therefore made simpler and more effective from a cash flow point of view by the provision of a registration number for VAT purposes.

Portuguese companies registered under the Legislation of the IBC are able to take advantage of most of the network of double taxation agreements entered into between Portugal and countries elsewhere and may also enjoy the benefits of nearly all international conventions signed by Portugal.

HOLDING COMPANIES
A particular form of holding company incorporated in Portugal, known as an SGPS, is also able to receive dividends without withholding tax from other companies established in countries of the EU, having regard to the EU parent subsidiary directive.

Dividend income received by the SGPS (licensed prior to 31st December 2000) from other subsidiary companies in EU countries is exempt from taxation. However, all other income, interest, capital gains etc. are subject to Portuguese tax at the standard corporate tax rate, which is currently 27% for Madeira based companies (the standard rate in the rest of Portugal is 30%). In order to take advantage of the EU parent subsidiary directive, the holding company must have held the holding for at least two years.

There is no withholding tax on onward payments of dividends from the Portuguese company provided it is licensed to operate in the IBC. The opportunity to benefit from the exemption from withholding tax on dividends paid to an SGPS can provide for substantial savings.

ACCOUNTING OBLIGATIONS
The accounting records and supporting information must be maintained and filed in Madeira on a regular basis. Companies are automatically given a 31st December year end and annual accounts must be submitted to the tax authorities by 31st March the following year.

VAT returns must be filed with the tax authorities within 45 days after each quarter end.

IN SUMMARY
Portuguese companies registered under the IBC Legislation of Madeira provide for a variety of opportunities in international tax planning. They are tax advantageous and can be operated in a similar manner to companies incorporated in the better known jurisdictions such as the Cayman Islands, the Channel Islands, the Isle of Man or the British Virgin Islands. However, they provide other benefits not available elsewhere:

- The ability to take advantage of the double tax agreements and the non inclusion of Portugal in the list of tax haven countries within many countries' tax regulations ensures that the political presence of the companies’ jurisdiction of incorporation is much more acceptable to other companies with whom trade is conducted or in whom investments are made.

- The political presence of a company with incorporation in Portugal is also useful in undertaking direct investments into countries where there may be some sensitivity to direct investments which might otherwise be made through financial services centers.

FORMATION OF PORTUGUESE COMPANIES IN MADEIRA
Detailed below is general information regarding the incorporation of companies under the legislation governing the IBC of Madeira. Companies so incorporated are either exempt from Portuguese taxation if licensed prior to 31st December 2000 or suffer low levels of corporation tax if licensed after that date.

SHARE CAPITAL AND SHAREHOLDERS
a) Private Limited Liability Company ("Limitada” or “Lda")
The minimum share capital requirement for an Lda is €5,000. This amount must be divided into quotas, the minimum value for each quota being €100. Each Lda must have at least one quota holder. However should the company be a single quota holder company, then the expression "Sociedade Unipessoal" must be reflected with the name of the company.

b) Stock Corporation ("Sociedade Anonima” or “SA")
The minimum share capital is €50,000 divided into shares with a minimum value of €0.01 each. A minimum of 30% of the share capital must be paid up Immediately with the balance of 70% payable within 5 years. Each SA must have at least five shareholders. Share certificates can only be issued if the share capital of the company is fully paid up. An SA in generally used by clients who wish to use a company that has a more substantial formal structure than an Lda. An SA is able to easily transfer shares and is subject to audit.

c) Sociedade Gestora de Participações Sociais ("SGPS")
This type of company may only carry out the activities of a holding company.
It can have either a Lda or a SA share capital structure. The minimum share capital requirement would therefore be as per an LDA or SA, dependent upon which capital structure is chosen.

DIRECTORS
The Directors do not need to be Portuguese residents. However, if all directors are resident overseas, the company must appoint a local legal representative who can be provided by ATRIUM. ATRIUM can provide Portuguese resident directors to manage a company. However, in that situation, we seek to provide 100% of the management to ensure that the full nature and activity of the
company is understood.

a) Limitada (Lda)
A Limitada may be managed by one or more directors who may be resident anywhere in the world.

b) Sociedade Anonima (S.A.)
An SA is legally required to have both a Board of Directors and an Audit Board. The Board of Directors should comprise of an odd number of members and the Audit Board should comprise of 3-5 members. The directors may be resident anywhere in the world. However, if the share capital of the SA is below € 200,000, a sole director and a qualified statutory auditor (ROC) may be appointed.

c) SGPS
The requirements for directors of an SGPS are as either an Lda or SA as above.

COMPANY NAME
ATRIUM maintains a number of available Lda and SA companies, in addition to lists of approved names. Should a specific name be required, three alternatives should be provided to enable an application for the name approval to be made. The corporate name must describe the principal activity of the company. Foreign names are permitted but the principal activity must be described in Portuguese.

COMPANY ACTIVITY
A clear description of the proposed activity of the company is required to draft the incorporation documentation and to submit the request for the approval of the corporate name. SGPS are strictly Holding Companies and therefore have precise Objects Clauses relating to the holding of shares and participations.

REGISTERED OFFICE
A registered office is required in Madeira.

ACCOUNTING SERVICES
The accounting and statutory records of the company are governed by the Portuguese Official Accounting Plan and must be maintained in Portuguese. Therefore, books of account must be kept in Madeira. Accounting information and supporting documentation must be forwarded to our offices on a monthly basis as this will enable the accounting affairs of the company to be kept up to date. Annual accounts must be submitted to the Tax Authorities, even if there is no liability for taxation. The annual accounts must be signed by all the directors and the Official Registered Accountant (TOC). All companies must appoint a TOC, who is responsible for ensuring that all accounting and fiscal requirements are met by the company. The TOC may only sign the annual accounts if he or she has all the information necessary in order to form an opinion on the affairs of the company and the information available is complete and accurate. ATRIUM provides a TOC for all client companies. If incomplete information is supplied, the TOC may have to resign and annual accounts could remain uncompleted. This will result in fines and tax liabilities.

INCORPORATION
The incorporation process generally takes from 4 to 6 weeks to complete. Should a specific newly incorporated company be required, as opposed to the acquisition of one of our available companies, the shareholders must provide a Power of Attorney to effect the incorporation of the company on their behalf.

VALUE ADDED TAX (VAT)
All Portuguese companies and, therefore, all companies registered under the Free Trade Zone Legislation of Madeira, are automatically provided with a VAT number on incorporation. The current VAT applicable in Madeira is 15%.

Companies registered under the provisions of the IBC Legislation are able to recover all VAT charged to them in Portugal and as a result of the provision of a VAT number are able to confirm a number for trading purposes within the EU and enjoy the advantages this brings. Companies registered under the IBC Legislation will be charged VAT on purchases made within Portugal in the normal way. They are, however, able to reclaim all VAT that they incur and must, within 45 days after each quarter end, file a VAT return. Repayments of claimed annually or quarterly when the amount repayable exceeds €7,500. VAT must be added to invoices rendered by the management companies in Madeira where these invoices are addressed to the Portuguese companies registered in Madeira under the IBC Legislation. If the invoice is raised against a client outside of the EU, or an entity outside of Portugal but within the EU and with it's own VAT registration number, no VAT is applicable.

LICENCE AND ANNUAL FEES
An application for a license to operate within the IBC of Madeira must be made to the Sociedade de Desenvolvimento da Madeira ("SDM - Madeira Development Company) once the company name has been approved. The application fee is €750 (reduced to €500 if paid by the required date through a local Management Company).

For Limitadas and Sociedades Anonimas the annual fee charged by SDM is €1,500 per annum (reduced to €1,000 if paid by the required date through a local Management Company) for a company with no physical presence in Madeira. For companies operating from their own office on the Island the annual license fee is €1,500.

For SGPS companies the annual license fee in the first year is the same as for an Lda. For subsequent years the annual fee charged is €1,500 plus 0.5% of the profits of the previous year exceeding €1,000,000 (limited to a maximum of €30,000). Most of the companies licensed to operate in the IBC of Madeira operate on the basis of not having any physical presence in Madeira and, as such are charged an annual license fee by SDM of €1,500 (reduced to €1,000 if paid by the required date through a local Management Company).

SDM have the power to withdraw the license for a company whose annual license fee is long overdue, with the result that liability to Portuguese taxation on all profits and capital gains would then arise at the current corporation tax rate of 22.5% (*) for Madeira based companies. The withdrawal of the license is made retrospective to the date when the invoice became due.

(*) The rate of corporate income tax in Madeira effective from 2005 is 22.5%, plus a municipal surcharge of 10%, giving an effective rate of 24.75%.

CERTIFICATES OF RESIDENCE
There is a requirement to prove, in certain cases, the non-residence of the entities with whom the company in Madeira is doing business. This proof can be met by providing a Certificate of Residence or similar document issued by the Tax Authorities or other official state entity, e.g. Chamber of Commerce or Commercial Registry Office. This document should be legalized and apostilled before being sent to our office. These certificates should be forwarded to our offices when any non trading activities take place with an entity or an individual who is non resident in Portugal. For example:

- Payment of dividends and advances to shareholders
- Payment of interest
- Payment of royalties
- Payment of rent for equipment or leasing of plant
- Payment for the right of access to data networks
- Payment of commission

Failure to have these certificates on hand will subject the company to the normal taxes applicable in Portugal to companies not benefiting from the exemptions available in Madeira’s IBC. Such a certificate must have been issued no more than 3 years before or 3 months later than the date of the receipt of income or payment of commission, interest, royalty or dividend.

SOCIAL SECURITY
All Portuguese companies must be registered for Portuguese Social Security.

All directors of Portuguese companies are automatically liable to pay Portuguese Social Security based on the remuneration received, regardless of whether they are resident in Portugal themselves. If the directors receive no remuneration in Portugal the minimum Social Security contributions must still be made on the initial directorship held and contributions must be made on the basis of the national minimum wage requirement in Portugal. The minimum Social Security liability amounts to approximately € 1,500 per annum.

Directors of Portuguese companies may be resident anywhere in the world. Foreign-based directors may avoid the Social Security liability in Portugal by providing the Portuguese Authorities with proof that they are registered and paying Social Security in their country of residence. Registration of the company for Social Security purposes, and confirmation that all obligations are being met, is necessary before any changes in the company shareholding structure can be made. This is required as the notaries must have a Social Security clearance certificate presented to them prior to executing the public deed for the transfer of quotas.

The liability of a director to make Social Security payments applies only to the first company directorship held. If an individual is a director of a number of companies in Portugal, Social Security contributions relating to only one of the companies needs to be presented to enable clearance to be obtained for all of the directorships held.

MADEIRA INTERNATIONAL BUSINESS CENTRE
Traditionally, Madeira's main sources of income have been tourism, wine and agriculture. To broaden the base of the economy of the island, the Free Trade Zone Legislation was enacted with the full support of both the Portuguese Government and European Union. This has led to Madeira becoming a successful international business centre.

The International Business Centre Legislation provides for the setting up and development of the following:

Manufacture and Warehousing of Goods
Industrial activity must be undertaken in the designated area of Canical in Madeira, and may include activities of an industrial or commercial nature. In particular this includes manufacturing, assembling, packaging or warehousing of goods, provided that these operations do not present any threat to national security, public health or the natural environment.

International Services
As in other financial centres, international services, predominantly of a non-financial nature, may operate in and from Madeira. These activities may include, amongst others, international trading, management services, consulting services, the provision of trustee services and holding and property companies. As these types of activity do not normally involve the physical movement of goods, they can be established anywhere on the island, including the town of Funchal.

Financial Activities
The legislation allows for the establishment in Madeira of branches of both international and Portuguese banks, as well as other financial institutions. Such bank branches can deal in foreign exchange operations, free from any Portuguese domestic exchange control regulations, and transactions can be carried out in any foreign currency.

International Shipping Registry
Under the International Business Centre Legislation, Madeira has created an international register for ships and yachts.

Vessels are registered as operating under the Portuguese flag, a traditional and respected maritime jurisdiction. No taxation (or a very low level) will arise on the activities of the vessel when operating outside Portuguese territory, as long as the vessel is owned by a company licensed to operate within the International Business Centre.

Advantages of the Madeira International Business Centre
Conditions have been created under the International Business Centre Legislation to give Madeira a competitive edge over many other international financial centres. These advantages are:

Income and Corporation Tax
All companies and enterprises licensed prior to 31st December 2000 continue to enjoy a total exemption from corporation tax until 31st December 2011. Certain conditions apply relating to company licenses being granted since 1st January 2003. Full details of these rates and conditions are available from any Atrium office.

Please note: for financial institutions approved by the Bank of Portugal and licensed to operate within the International Business Centre, higher rates of corporation tax apply.

The shareholders of the licensed companies are also exempt from any withholding tax on profits received from those companies. Otherwise, within Madeira, the taxation system remains the same for local companies and individuals as that which exists in the rest of Portugal.

For information relating to SGPS companies licensed prior to 1st January 2001 please contact any Atrium office.

As the companies incorporated in Madeira are Portuguese companies, they are also entitled to virtually all the benefits of the network of Double Taxation Agreements entered into by Portugal with countries elsewhere.

Customs Duties and VAT
There is an exemption from customs duties for many goods and raw materials imported into the International Business Centre.

On incorporation, all Portuguese companies are automatically provided with a tax reference number, which is also used for value added tax purposes. The companies themselves are registered for value added tax, and when trading within the European Union can take advantage of the exemptions from value added tax on movement of goods within the European Union.

VAT on the Supply of Telecom and Digitalized Services
The advantage in supplying telecom and digitalized services from Madeira lies in the fact that Portugal has a lower rate of VAT on the supply of such services than other EU countries.

Exchange Controls
All companies licensed to operate in the International Business Centre of Madeira benefit from complete freedom from exchange controls. The companies can operate using any currency and they may transfer capital, profits and funds freely. There is specific legislation covering bank secrecy and there are both civil and criminal penalties for those convicted of breaches of confidentiality.

Fiscal and Financial Incentives
There is an exemption from customs duties for many goods and raw materials imported into the International Business Centre.

Work Force
The Madeira authorities prefer that the local workforce be employed. However, there are no legal limitations on the ability of companies to employ expatriate workers of any level of skill.

European Union Status
Madeira is an integral part of Portugal. Consequently the Madeira International Business Centre is within the European Union.

This status provides benefits for both companies within the EU and outside, in that movement of goods between member countries can be arranged without VAT or taxation complications.

NEW TAX REGIME OF THE MIBC
Reduced corporate tax rates:

1% 2003 - 2004;
2% 2005 - 2006;
3% 2007 – 2011.


Creation of employment
The rule is the registration in the Portuguese social security regime. This must be ascertained and proved through a declaration issued by Social Security, and will take in consideration the income received, that can never correspond to less than one minimum national wage (since 1st January 2004, this value is €372,91).

For this reason we can say that if a foreign director is registered in the Portuguese social security with a minimum wage it should be considered a creation of one job.

Minimum investments of € 75.000
This investment should be an "active investment", i.e. just paying the share capital up to this amount is not considered as an "active investment".

Ceiling on the taxable income
In case of taxable income higher than the limit, only the amount that exceed the ceiling will be subject to the normal rate of Income Tax of Madeira (from 2004 22.5%).

All companies licensed to operate in the MIBC prior to 31st December 2000 will enjoy the previous regime until 31st December 2011.

Under the new regime only the activities of financial intermediation, insurance and reinsurance, as well as "intra-groups services", namely coordination, treasury and distribution centres are completely interdicted.

Companies licensed before 2001 and incorporated after 2003 can carry out all the other activities and namely:

Industrial activity;
E-commerce;
Shipping;
Trustee companies activities.

TAX EXEMPTIONS
All companies licensed to operate in the IBC prior to 31st December 2000 will enjoy a total taxation exemption until 31st December 2011.

Atrium has a number of companies which were licensed during 2000, which are entitled to a zero tax exemption until 31st December 2011.

All types of companies in the International Business Centre (i.e. licensed under the Free Trade Zone Legislation) are exempt until 2011 from charging withholding tax on remittances of dividends, interests or other payments to non-residents (whether on Portuguese territory or not) or to other companies within the Centre.

DOUBLE TAX TREATIES
41 International treaties

Companies licensed to operate in MIBC are considered Portuguese companies and therefore tax treaties generally apply to Madeira companies.

Limitation on benefits clauses for the Madeiran companies are provided in DTT with Brazil, Denmark and USA.

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