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OS 41/1

SMEC LLC

 The following is a brief summary of the procedures for redomiciling your black-listed offshore company to Delaware.

1                    Client to provide data required on sheet OS 17
 

2                    Client to provide data required for SMEC to liaise with your existing management company to close down the existing black-listed domicile.  See Sheets OS 25, OS 26, and OS 34 – these sheets are applicable to the Gibraltar jurisdiction but SMEC is currently negotiating similar arrangements in other jurisdictions.  If your company is currently based in a jurisdiction other than Gibraltar contact our local agents, who will advise.  The costs of closing down the existing domicile in Gibraltar is £450, plus any fees which your existing managing agent may charge (explained on sheet OS 25), but may vary in other jurisdictions.

3                    Client to instruct SMEC to proceed with redomiciliation – see standard letter OS 33 attached.  A cheque is payable at this stage in the sum of £855 plus £395 Resident Agent and Government Filing Fees, i.e. (£1,250) plus a further £50 (i.e. a total of £1,300) if you wish the documents to be sent by Federal Express.  In this connection, be aware that the liability to pay penal annual property rates of 5% of the Valor Patrimonial plus the “assumed” rent income tax will continue until the new jurisdiction is registered in Portugal and your Fiscal Representative has taken the appropriate steps (see later note).

4                    On receipt of the documents from Delaware, which will comprise:-

(a)               The Limited Liability Company Agreement (LLC Agreement) which includes sections for the names of the Company Officers (for you to complete as you choose) and the shareholding (again for you to complete as you choose).  This confidential data is not registered in Delaware.

(b)               The Certified Copy of the Certificate of Redomiciliation and the Certified Copy of the Certificate of Formation.

 These documents are then translated into Portuguese and notarised and certified copies of the same are delivered to Companies House in Lisbon for the new domicile to be registered.  The fiscal number of the company will remain the same and the name of the company will invariably be the same.  If a particular name is already registered in Delaware, e.g. Castle Properties Limited, it maybe given a modified name, e.g. Castle Properties 1 LLC.  On receipt of the Lisbon registration document, this is then processed through to the Local Finance Department via the Client’s Fiscal Representative.

OS 41/2

 5    At this stage it is necessary for your Fiscal Representative in Portugal to initiate certain procedures to terminate the company’s liability to annual penal property rates and “assumed” rent income tax.  SMEC will advise you regarding liaising with your Fiscal Representative and can introduce you to other qualified representatives if you are in anyway unhappy with your current representative.  Our local agent will advise on this.

6        The next communication from SMEC will be when the annual U.S. Government fees etc for next year are due.  At that time, you will receive an invoice in the sum of £395 in January 2007 and each subsequent year thereafter.