APPLE PRINCIPAL PLACE OF BUSINESS QUESTIONNAIRE 2014 QUES IONS 1 Registry Describe the steps necessary to register the principal place of business of a foreign (Ir sh) company in your jurisdiction (e.g., obtaining permits or reg stering the Irish company w th the compan es registrar). ANSWERS FOR ISLE OF MAN For the purposes of answering these questions, we have assumed that the foreign company will not be carrying on a regulated activity (broadly financ al services or insurance business) in or from the Isle of Man. New reg me: The Foreign Companies Act 201 (2014 Act) recently received Royal Assent but is currently awa ting an appointed day order o bring it into force. We are informed that the 201 Act will be brought into force before 30 June 201 , however the process may be expedited to faci itate commercial interests. The 201 Act provides that a foreign company is not o be treated as carrying on business from an established place of business in the Isle of Man (or being he d out as such) by reason only of the company — (a) being a party to, or settling, egal proceedings; (b) holding meetings or carrying on activities which relate only to its internal affairs; (c) maintaining a bank account; (d) purchasing or investing in assets (except in land in the Is and (which would include any interest in land)); (e) selling i s assets; (f) ho ding property (except land in the Is and (which would include any interest in land)); (g) charging its property; (h) incurring debt; (i) collecting monies owing to it; (j) enforcing its legal rights; or (k) receiving serv ces which — (i) are provided by the holder of a l cence ssued under section 7 of the Financ al Services Act 2008 whose icence permits the holder to carry on the regu ated activity (w thin the meaning of sect on 3(1) of that Act) of prov ding corporate services; and (i ) are corporate serv ces for the purposes of that Act. Comment: Significant activ ty may occur before a company will be treated as having established a place of business here Depending on the intended activities it may be possible to avoid registering entirely Accordingly if the client is carrying on any of the activities above it would not need to register as a foreign company in the Isle of Man A noticeable difference in the 2014 Act (in comparison to the current regime below) is the reduction in the amount of information that must be submitted It wi l no longer be a requirement for foreign companies to submit their constitutional documents he focus instead will be on the registered details of the company in its place incorporation; company name and number jurisdiction of incorporation date of incorporation and the address of the established place of business or address of land (which would include any interest in land) t holds in the Isle of Man It is also a requirement to appoint a person to accept service of process and any notices required to be served on the company n the Isle of Man or in respect of its activities or presence in the Isle of Man (Process Agent) Current reg me which w ll prevail for a period of three months until the law is changed: When a company incorporated in another jurisdict on establ shes a place of business or holds land in the Isle of Man (wh ch would include any in erest in land), certain documents must be delivered o the Companies Registry within one month of the es abl shment of the p ace of business or the acquisition of the land. The documents to be presented are currently: Form 1F (list of documents delivered for reg strat on); certified copy of Memorandum and Artic es of Assoc ation, Charter or other instrument const tuting the company; Form 2F ( ist of a l the directors (including any alternates) and secretar es (whether sole, joint or assistant) of the company at the time of presenting the document for registration; and a Form 3F. The Form 3F is further informa ion about the company and consists of:(1) A ist of the names and addresses of one or more persons res dent in the Isle of Man authorised to accept service on beha f of the company . In this context, person can mean an individual or corporate body; (2) The name and address of a person resident in the Is e of Man authorised by the company as the designated officer to deliver for reg strat on any document fi ed on the company s behalf ((1) and (2) are together, Designated Officer). (3) The address of the company s registered off ce OR its principal place of management and control; and ( ) The place of business in the Isle of Man. The Companies Registry fee for registering a foreign company in the Isle of Man s currently £100. Comment: "Establishing a place of business" is not defined under the current regime and gives rise to uncerta nty As can be seen from the comments above steps have been taken to remedy the uncertainty by including provisions in the 2014 Act regarding when a foreign company is not to be treated as carrying on business from an established place of business 1.2 Confirm that an Ir sh company can conduct management activities (such as board We are not qual fied to advise on any taxation which w ll or may arise, however our understanding is that f an Ir sh company s managed and meetings, signing of impor ant contracts) without being subject to taxa ion in your control ed from the Isle of Man, it wou d be considered tax resident in the sle of Man. Nonetheless, even f tax resident, the standard rate of corporate jurisd ction. tax in the Isle of Man s 0%. A 10% rate of tax appl es o income received by a company from any of the fo lowing sources: (a) banking business; (b) land and property in the Isle of Man (including property development, res dent al and commercial rental or property letting and mining & quarrying); and (c) retail business in the Is e of Man (to sle of Man customers) with taxab e prof ts greater than £500,000. 1.3 What are the requiremen s to main ain a registered place of business (e.g, what informat on has to be fi ed period cally, must accounts be iled). New reg me: The requiremen s are not onerous: A fore gn company is required to submit an annual return together with the necessary fee. Add tionally if any of the foreign company s reg stered details change, the Companies Registry must be notif ed within 1 month of the change, on the prescribed form w th the prescribed fee. There s no requirement to fi e accounts. Current reg me: The requirements are not onerous: A fore gn company s required to submit an annual declaration together with the necessary fee (which is curren ly £380). Additionally if any of the oreign company's registered detai s, including deta ls of the memorandum or articles, list of directors and secretaries, name and address of person accepting process in the Isle of Man, name and address of des gnated off cer, address of reg stered off ce and place of business in the Isle of Man change over the course of the year, the Companies Registry must be notif ed within 2 months of the a teration, on the prescribed form. There is no requirement to f le accounts. 1. What information is pub icly v sible (e.g., through the companies reg stry or equivalent) when a company is reg stered in your jurisd ct on. New reg me and current regime: When a fore gn company s reg stered in the Isle of Man, ts company name, sle of Man fore gn company number and a description of the documents which it has f led in the Isle of Man are visible from an online search at the Isle of Man Companies Registry. The public may purchase cop es of any of the documents which it has f led in the Isle of Man for a fee of £2 per document. 1.5 Is it possible to obtain an off cial assurance of ax exemption, and f so what is involved in ob aining it, including costs? How long does the assurance last? No off cial assurance wou d be necessary. A standard tax res dent company pays no tax (un ess income is received from (a) banking business; (b) land and property in the Isle of Man; or (c) retail business in the Is e of Man (to Isle of Man customers) with axable pro its greater than £500,000) other than potentia ly VAT and there s no cost attached o maintaining that status. Although the Is e of Man s not part of the EU, it is part of the EU VAT area, unlike the other Crown Dependencies Jersey and Guernsey, or indeed the Overseas Territories; this means that a company operating in the Isle of Man can register for VAT, charge and recover VAT. 1.6 Are there any developments suggesting that the law may change in an unfavorable way in the foreseeable future? No. 1.7 Is there a credible opposition party or movement that may rep ace the current government? No. Most Isle of Man pol tic ans stand for e ect on independently instead of as representa ives of polit cal parties; there is no viab e party po itics. Pol tical part es do exist but their influence is nominal, currently members of a represen ative house of 2 (House of Keys). Governments are formed immed ately after an e ect on by nominat ons made by the Chief Min ster who is himself e ected by the members of the House of Keys. 1.8 What are the main US and European gateways to your jur sd ction (e.g., Miami, London)? London s the main global gateway. Manchester and some provincial airports offer gateways to North America, Europe and Asia. 2 2.1 erms of Engagement Does your firm o fer either indiv dua s or a service company that can be engaged Yes. The terms of such engagements would be de ermined by the nature of the ro e, qualif cat ons of the individual required for the role and the as company secretary of an Irish company? What are the terms of such expec ed involvement. engagements? 2.2 Similarly, do you offer resident directors and what are the terms of their engagement? 3 3.1 urisdiction What is the annual cost of maintaining a reg stered place of business in your jurisd ct on? Yes, we are wi ling to act as Isle of Man res dent corporate or individual directors to Irish companies holding duly constitu ed board meetings on the Isle of Man. The terms of such engagements wou d be determined by the nature of the role, qua ifications of the individua (s) required for the ro e and the expected involvement. (1) If the Irish company is reg stered as a foreign company in the Isle of Man, there s an annual return/annual declaration ee (currently £380) payable to the Isle of Man Government. (2) If the Irish company is reg stered as a foreign company in the Isle of Man and Appleby Trust (Isle of Man) Limited were to be chosen o administer the foreign company in the Isle of Man by acting as the Process Agent/Designa ed Officer of the foreign company and submitting the annual return/declarat on and no o ficers would be required, its ake-on fee would be in the region of £1,500 and ts annual fees would be in the reg on of £2 500 in add tion to the statutory iling fees listed at (1) above. In addition to the above fees, our standard time charges would be applicable in respect of any further work undertaken on the foreign company in accordance w th our standard hourly ime charges within App eby Trust ( sle of Man) Limited. (3) In the event that Appleby Trust (Isle of Man) Limited were chosen o provide corpora e or indiv dual directors, the annual fees would be in the reg on of £2,500 plus VAT ( f app icable) and d sbursements per director. ( ) If Appleby Trust (Is e of Man) Limited were chosen to provide a company secretary, fees wou d depend upon the nature of the role, as discussed in 2.1 above. Please note that all Appleby Trust (Isle of Man) Lim ted fees are nego iab e. 3.2 Does your jurisdiction have a bi ateral investment treaty with Ireland that protects There has never been any expropriation of assets in the Isle of Man and nor has there been any nationalisation. Statute provides for compu sory against expropriat on of assets? purchase of and, with compensation rights, but the expropr ation of commercial enterprises is unheard of and wou d probably incur the intervention of the Un ted Kingdom as t would be an example of a failure of a good government, or which the Uni ed Kingdom has ultimate responsibi ity. 3.3 What steps would be required for the foreign (Irish) company to exit your jurisd ction and no onger be subject to regulat on there, and how long would this take? New reg me: If regis ered as a foreign company in the Isle of Man - no ification on the prescribed form w th the prescribed fee. If not reg stered as a foreign company in the Isle of Man – ex ting would merely require termination of any re evant service agreements, l cences, contrac s etc. Current reg me: le ter to Companies Registry on the headed paper of the company. 4 .1 Boardroom Facilities Does your firm o fer the use of boardroom aci ities for holding board meetings, and what wou d the charge be for use of the aci ities? Yes, we have a number of meeting rooms which vary in size. We can ca er for up to 30 peop e seated in training room ayout or 12 peop e seated in board room layout. The charge would be dependent on the client's needs, meeting room required and ength of time for wh ch room is required. As an indication, the charge or a m ddle sized room would be £500 per day (although th s s negotiable) plus VAT (if applicable). However, in the event that App eby Trust (Isle of Man) LLC prov ded serv ces such as prov sion of directors or secre ary, it is likely that there wou d be no charge but we reserve the right o charge depending upon the extent of the services provided. ANSWERS FOR ANSWERS FOR ANSWERS FOR ANSWERS FOR [JURISDICT ON [JURISDICTION [JURISDICTION [JUR SDICTION 2] 3] 4] 5]