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OS-14 Question & Answers: My property is currently owned by a blacklisted Offshore Company – what should I do? Simply instruct our Local Representative to request SMEC to redomicile your company to Delaware – we will do the rest, including liaising with your existing managing agents. Our services also include, registering the data of the new company domicile with the Portuguese Authorities at Companies House, Lisbon, and liaising with your Fiscal Representative regarding matters relating to the Local Finance Department. If you do not have a Fiscal Representative we will help you appoint one. Will there be any difficulties when the time comes that I want to sell the property? No. SMEC will provide the share (unit) transfer paperwork on your behalf, and provide other relevant documentation (e.g. Certificate of Good Standing, etc.). If your purchaser insists on purchasing the asset rather than the shares SMEC will provide a Power of Attorney document for such purpose. I am currently trying to sell my Blacklisted Offshore Company owned property – what should I do? Arrange an immediate re-domiciliation to Delaware, which SMEC will arrange, making your property infinitely more marketable. If you are currently contemplating selling your property company it is even more important to arrange the ownership in the most tax efficient manner as your Buyer will almost certainly have little or no knowledge of the new penal taxes and how to avoid them. There are many advantages for both the Seller and the Buyer if your affairs are properly planned and in order. At very least you should understand the implications of whatever decision you make. SMEC provide a service to advise your purchaser of the substantial fiscal benefits of owning the property through a Delaware company. What about the shareholding, how is that dealt with? You will be in possession of all company documents and the names of the Officers and Shareholders (Unit Holders) will be entirely at your discretion and known only to you. We provide a Manager for each Company and there is no charge for this, providing the company is not trading. Some charges will be appropriate – for example if you want the services of the Manager to draw up documentation for the transfer of the shares (units) or the preparation of a Power of Attorney, etc. As far as the shareholding is concerned (shares are incidentally referred to as units in the Limited Liability Companies in the U.S.A.) this information is retained solely by the owner. OS-15 What happens to the Company and asset if I die? Since you are holding all the company papers you can pre-arrange any changes to the unit holding which does not have to be registered in Delaware. A Trust can also be the unit holder of a Delaware LLC. Will Delaware be added to Portugal’s Black List? More than 293,000 companies are incorporated in the State of Delaware including 60% of the Fortune 500 companies and 50% of the companies listed on the New York Stock Exchange. The United States is also the major contributor to the OECD. You should also be aware that Delaware was in fact originally on the black-list but was removed in 1994 and since the U.S. is a major trading partner with Europe it is in our view unlikely that Delaware will be black-listed. Can I redomicile my Company from Delaware? If at any time in the future you wish to redomicile from Delaware to another jurisdiction the process is simple, straightforward and inexpensive, which is in stark contrast to the procedures and costs from such jurisdictions as the Isle of Man, Guernsey, Jersey, etc. After redomiciliation what taxes will the Company pay in Portugal? You will pay Annual Rates (previously known as Autárquica and now IMI Tax) on the same basis as a privately owned property. The Annual Penal Rates and assumed Rent Income Tax will cease as soon as the new domicile is registered with the Local Finance Department. Furthermore any future sale of the shares of the Company will attract no transfer tax (IMT) in Portugal, notary fees, etc.
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