This document summarizes a presentation given by a Southeast Asian law firm specializing in taxation. The firm operates across 4 countries in Southeast Asia, employing over 40 staff including 4 partners. The firm provides tax advisory, legal advisory, government relations, and compliance & accounting services. The partners and advisers have extensive experience with major projects across the region involving taxation, mergers & acquisitions, corporate finance, and real estate.
Getting The Deal Through: Insurance & Reinsurance 2018Matheson Law Firm
This document summarizes the key regulatory requirements for insurance and reinsurance companies in Ireland. It outlines that the Central Bank of Ireland is responsible for regulating insurance companies. New insurance companies must be incorporated as a designated activity company or public limited company and obtain authorization from the Central Bank, which involves submitting a business plan and meeting various criteria related to governance, risk management, and capital requirements. Officers and directors must meet minimum qualification requirements established by the Central Bank, including fitness and probity standards. Insurance companies must comply with the capital and solvency requirements of Solvency II, including maintaining a solvency capital requirement and minimum capital requirement.
Chambers Global Practice Guide to Insurance and Reinsurance 2019 in IrelandMatheson Law Firm
Matheson Insurance Partners Sharon Daly, Darren Maher and April McClements co-author the 2019 guide to Insurance and Reinsurance in Ireland, as published by the Chambers Global Practice Guides
ICLG FRANCHISE 2017 Legal Guide ( International Legal Guide)Robert Toth
This document provides an overview of franchise law in Australia. Key points include:
- Franchising is regulated by the Franchise Code of Conduct, which defines a franchise agreement and requires mandatory disclosure.
- Franchisors must provide prospective franchisees with a disclosure document at least 14 days before signing an agreement.
- While there is no registration system, records must be kept to comply with the Code.
- Franchisors typically use incorporated proprietary limited companies as the business entity.
- Franchise agreements and related agreements like supply contracts can be of any length, with no minimum or maximum terms set.
The document provides guidance for organizations considering establishing a business in Hong Kong, covering the business environment, common business structures like sole proprietorships, partnerships, and limited companies, as well as taxation and services offered by T.C. Ng & Company CPA Limited, an accounting firm that can assist with setting up and running a business in Hong Kong.
Distressed Startups: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Veteran Silicon Valley attorney Roger Royse will discuss strategies for building and operating a successful business or startup during troubled times.
Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2021?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
How to Prepare Your Startup for Venture Capital Investment - Part 1ideatoipo
The document provides an overview of key considerations for startups preparing for venture capital investment. It discusses current record levels of global VC funding and deal activity. Some of the main topics covered include preparing financial projections and pitch materials, understanding common investment instruments like SAFEs and convertible notes, evaluating potential VC firm fits, optimizing legal structure and equity considerations, and managing diligence issues. The goal is to help startups understand what VCs will evaluate and how to position the business for institutional investment.
Chambers Global Practice Guides: Corporate M&A 2017Matheson Law Firm
Partner George Brady and Senior Associate Madeline McDonnell co-author the Irish Law & Practice chapter for Chambers Global Practice Guides: Corporate M&A 2017.
Getting The Deal Through: Insurance & Reinsurance 2018Matheson Law Firm
This document summarizes the key regulatory requirements for insurance and reinsurance companies in Ireland. It outlines that the Central Bank of Ireland is responsible for regulating insurance companies. New insurance companies must be incorporated as a designated activity company or public limited company and obtain authorization from the Central Bank, which involves submitting a business plan and meeting various criteria related to governance, risk management, and capital requirements. Officers and directors must meet minimum qualification requirements established by the Central Bank, including fitness and probity standards. Insurance companies must comply with the capital and solvency requirements of Solvency II, including maintaining a solvency capital requirement and minimum capital requirement.
Chambers Global Practice Guide to Insurance and Reinsurance 2019 in IrelandMatheson Law Firm
Matheson Insurance Partners Sharon Daly, Darren Maher and April McClements co-author the 2019 guide to Insurance and Reinsurance in Ireland, as published by the Chambers Global Practice Guides
ICLG FRANCHISE 2017 Legal Guide ( International Legal Guide)Robert Toth
This document provides an overview of franchise law in Australia. Key points include:
- Franchising is regulated by the Franchise Code of Conduct, which defines a franchise agreement and requires mandatory disclosure.
- Franchisors must provide prospective franchisees with a disclosure document at least 14 days before signing an agreement.
- While there is no registration system, records must be kept to comply with the Code.
- Franchisors typically use incorporated proprietary limited companies as the business entity.
- Franchise agreements and related agreements like supply contracts can be of any length, with no minimum or maximum terms set.
The document provides guidance for organizations considering establishing a business in Hong Kong, covering the business environment, common business structures like sole proprietorships, partnerships, and limited companies, as well as taxation and services offered by T.C. Ng & Company CPA Limited, an accounting firm that can assist with setting up and running a business in Hong Kong.
Distressed Startups: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Veteran Silicon Valley attorney Roger Royse will discuss strategies for building and operating a successful business or startup during troubled times.
Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2021?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
How to Prepare Your Startup for Venture Capital Investment - Part 1ideatoipo
The document provides an overview of key considerations for startups preparing for venture capital investment. It discusses current record levels of global VC funding and deal activity. Some of the main topics covered include preparing financial projections and pitch materials, understanding common investment instruments like SAFEs and convertible notes, evaluating potential VC firm fits, optimizing legal structure and equity considerations, and managing diligence issues. The goal is to help startups understand what VCs will evaluate and how to position the business for institutional investment.
Chambers Global Practice Guides: Corporate M&A 2017Matheson Law Firm
Partner George Brady and Senior Associate Madeline McDonnell co-author the Irish Law & Practice chapter for Chambers Global Practice Guides: Corporate M&A 2017.
Developing The Best In House Counsel Seminar Iiphilliplhunter
This seminar is the second in a series of seminars uniquely focused on the in-house legal space. We were joined by market leading counsel including, Matt Sinnamon from ING Direct, Leslie Moore and Pip Dexter from Deloitte, Katrina Johnson from eBay and Chris Woodforde from Bridgewater Strategies on behalf of the College of Law.
Please enjoy the presentation - if there is any more information you need please feel free to get in touch via LinkedIn.
Phillip Hunter
In-house Legal Consultant (Recruitment)
How to Prepare Your Startup for Venture Capital InvestmentRoger Royse
This document discusses how startups can prepare for venture capital investment. It covers sources of startup funding like founders' savings, debt financing, government grants, friends and family investments, angels, and venture capital. When considering venture capital, startups should evaluate whether their business is a good fit in terms of scalability and market potential. The document also discusses entity choice, equity structuring, and other legal considerations important for venture fundraising.
Lee Enterprises Consulting is the world's largest biodiesel consulting group with 16 independent consultants from various backgrounds including attorneys, accountants, and those with engineering and business experience. They have 7 strategic alliances with top alternative fuels firms providing legal, accounting, insurance, grant writing, employee recruiting, and engineering services.
Startups, Venture Capital and Angel Funding in a Reopened Economy ideatoipo
Recorded 6/22
Covid has changed almost all aspects of our lives and the way we do business, including the startup ecosystem. As the country re-opens and companies adjust to the new normal, many startup founders have had to pivot to meet the new realities.
Join us for as discussion of how the pandemic has changed the startup landscape and how startups must do business, especially if they want to attract angel and venture capital investors.
We will cover new laws and how your startup can succeed and grow under the new rules. We will discuss:
1) How can startup protect themselves from post Covid liabilities?
2) What are best practices in the post-Covid world?
3) How has expanded government programs changed the startup world?
4) How can a startup position itself to succeed and avoid pitfalls?
5) What is new in venture capital investment terms?
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
This document lists firms that have achieved Chartered Insurance Brokers status, the gold standard designation for professionalism and excellence. It provides the names of over 50 insurance brokerage firms that have demonstrated their commitment to professional standards by becoming Chartered. The full directory of Chartered firms can be found on the CII website.
Credit Connect Group acts as a private lender, peer-to-peer lending facilitator, and mortgage manager. They receive loan applications from borrowers and brokers, and finance residential and commercial mortgages and development loans through their network of private investors. Since 2006, they have provided over $320 million in loans and delivered an average 11.2% annual return to investors. The company utilizes a business model that connects investors seeking yield to borrowers needing funding for property purchases.
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
How International Startups Can Move to Silicon Valleyideatoipo
Silicon Valley contains the greatest concentration of wealth in the world, housing companies representing trillions of dollars of market capitalization on a short stretch of land between San Francisco and San Jose, California.
Companies from around the world come to Silicon Valley for access to markets, financing and talent. Many of the most successful companies have started in other countries and moved to Silicon Valley.
This presentation covers how international startups can move to Silicon Valley. The speakers will discuss the legal, business and practical aspects of moving your company, funding your startup and tips on how to comply with legal, tax and regulatory requirements.
How to Form an Angel or Venture Fund: Legal, Business and Tax Strategiesideatoipo
While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
5) Special considerations for foreign investors in funds
6) CFIUS considerations for funds with foreign investors
and more!
This business information pack from The Belfast Business Centre provides contact details and summaries of various business service providers in Belfast and Northern Ireland. It includes recommendations for accountants, architects, banks, business networks, cleaning services, commercial debt collection, company formation, design agencies, ecommerce, financial services, fire safety engineering, IT support, legal services, management consultants, online directories, personal development, photography, PR, promotional gifts, recruitment, signs, translation services, training courses, and web design. The pack aims to help companies setting up or entering the Northern Ireland market to build a network of reliable service partners.
"Contracts, Leases, & Property: A Refresher on Polices 8200 and 1224.1," WV S...Dinsmore & Shohl LLP
This document provides a summary of policies 8200 and 1224.1 related to contracts, leases, and property for schools. It discusses bidding thresholds and requirements for purchases based on cost, tips for entering contracts and leases, and exemptions from competitive bidding. Construction project requirements are also outlined, including using prevailing wage rates and competitively bidding projects over $25,000. The document provides tips for issues like contract terms, determining the lowest qualified bidder, waiving bid informalities, and holding pre-bid meetings.
The Bangkok Tax Group at Baker & McKenzie has over 10 lawyers and consultants specializing in Thai, ASEAN, and international tax law. They provide tax advice to businesses and individuals on issues related to financial services, mergers and acquisitions, restructuring, transfer pricing, real estate, VAT, tax litigation, and international structures. As the largest global law firm, Baker & McKenzie can also draw on its network of over 650 tax lawyers worldwide to advise clients on cross-border tax matters. The Bangkok office is highly ranked and has expertise in tax litigation, customs disputes, corporate restructuring, and international mergers and acquisitions.
S&BLAW is a leading business law firm in Vietnam with offices in Hanoi and Ho Chi Minh City. It has a team of 40 lawyers and professionals who provide legal services across various practice areas including corporate law, banking, intellectual property, real estate, and dispute resolution. The firm represents both domestic and international clients such as IBM, Total, and HSBC. S&BLAW has received several awards recognizing its expertise and achievements in finance, M&A, and intellectual property law.
An Introduction to the Legal Aspects of Investing and Establishing a Business in Canada. Borden Ladner Gervais LLP (BLG), a leading full-service, Canadian law firm, is driven to help achieve the best possible results for all our clients. BLG’s more than 750 lawyers, intellectual property agents and other legal professionals in five offices provide corporate, litigation and arbitration, as well as intellectual property solutions to a wide range of clients nationally and internationally,.
CNC is a full-service legal firm in Vietnam that focuses on investment, corporate and M&A, real estate, construction, contracts, and litigation. It was established in 2013 and has become one of the most recognized legal firms in Vietnam. The firm represents both multinational and domestic clients across various industries. CNC aims to offer solutions that bridge legal and commercial needs, leveraging law to achieve client objectives. The document provides details on CNC's practice areas and services, representative clients, notable deals, lawyer biographies, and contact information.
Lawyer Tran Dinh Thong has over 8 years of experience in foreign investment, mergers and acquisitions, banking and finance, and commercial contracts. He specializes in assisting foreign investors and companies with investment licenses, joint venture agreements, representative offices, and other legal matters in Vietnam. Some of his clients include Family Mart, Ricoh, Ranki and Hill, and banks from Japan, Singapore, Korea, Hong Kong, France, Australia, England, and the US. He received his LLB from Hanoi Law University and speaks English, Russian, and Vietnamese.
The document provides a company profile for SBLAW, a law firm operating in Vietnam. It details SBLAW's areas of practice including corporate and commercial law, banking and finance, intellectual property, dispute resolution, real estate, construction, and telecommunications. The profile summarizes SBLAW's clients, which include many large multinational corporations. It also highlights some of SBLAW's major deals and achievements, noting the firm has been recognized by several awards organizations. SBLAW has 40 lawyers across offices in Hanoi and Ho Chi Minh City led by five partners with extensive experience in Vietnam's legal system.
The document provides a company profile for SBLAW, a law firm operating in Vietnam. It details the firm's areas of practice including corporate and commercial law, banking and finance, intellectual property, dispute resolution, real estate, construction, and telecommunications. The profile summarizes SBLAW's clients, which include many large multinational corporations, and awards the firm has received from organizations like The Legal 500. It also introduces the firm's partners and describes the experience and qualifications of its 40 lawyers.
Developing The Best In House Counsel Seminar Iiphilliplhunter
This seminar is the second in a series of seminars uniquely focused on the in-house legal space. We were joined by market leading counsel including, Matt Sinnamon from ING Direct, Leslie Moore and Pip Dexter from Deloitte, Katrina Johnson from eBay and Chris Woodforde from Bridgewater Strategies on behalf of the College of Law.
Please enjoy the presentation - if there is any more information you need please feel free to get in touch via LinkedIn.
Phillip Hunter
In-house Legal Consultant (Recruitment)
How to Prepare Your Startup for Venture Capital InvestmentRoger Royse
This document discusses how startups can prepare for venture capital investment. It covers sources of startup funding like founders' savings, debt financing, government grants, friends and family investments, angels, and venture capital. When considering venture capital, startups should evaluate whether their business is a good fit in terms of scalability and market potential. The document also discusses entity choice, equity structuring, and other legal considerations important for venture fundraising.
Lee Enterprises Consulting is the world's largest biodiesel consulting group with 16 independent consultants from various backgrounds including attorneys, accountants, and those with engineering and business experience. They have 7 strategic alliances with top alternative fuels firms providing legal, accounting, insurance, grant writing, employee recruiting, and engineering services.
Startups, Venture Capital and Angel Funding in a Reopened Economy ideatoipo
Recorded 6/22
Covid has changed almost all aspects of our lives and the way we do business, including the startup ecosystem. As the country re-opens and companies adjust to the new normal, many startup founders have had to pivot to meet the new realities.
Join us for as discussion of how the pandemic has changed the startup landscape and how startups must do business, especially if they want to attract angel and venture capital investors.
We will cover new laws and how your startup can succeed and grow under the new rules. We will discuss:
1) How can startup protect themselves from post Covid liabilities?
2) What are best practices in the post-Covid world?
3) How has expanded government programs changed the startup world?
4) How can a startup position itself to succeed and avoid pitfalls?
5) What is new in venture capital investment terms?
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
This document lists firms that have achieved Chartered Insurance Brokers status, the gold standard designation for professionalism and excellence. It provides the names of over 50 insurance brokerage firms that have demonstrated their commitment to professional standards by becoming Chartered. The full directory of Chartered firms can be found on the CII website.
Credit Connect Group acts as a private lender, peer-to-peer lending facilitator, and mortgage manager. They receive loan applications from borrowers and brokers, and finance residential and commercial mortgages and development loans through their network of private investors. Since 2006, they have provided over $320 million in loans and delivered an average 11.2% annual return to investors. The company utilizes a business model that connects investors seeking yield to borrowers needing funding for property purchases.
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
How International Startups Can Move to Silicon Valleyideatoipo
Silicon Valley contains the greatest concentration of wealth in the world, housing companies representing trillions of dollars of market capitalization on a short stretch of land between San Francisco and San Jose, California.
Companies from around the world come to Silicon Valley for access to markets, financing and talent. Many of the most successful companies have started in other countries and moved to Silicon Valley.
This presentation covers how international startups can move to Silicon Valley. The speakers will discuss the legal, business and practical aspects of moving your company, funding your startup and tips on how to comply with legal, tax and regulatory requirements.
How to Form an Angel or Venture Fund: Legal, Business and Tax Strategiesideatoipo
While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
5) Special considerations for foreign investors in funds
6) CFIUS considerations for funds with foreign investors
and more!
This business information pack from The Belfast Business Centre provides contact details and summaries of various business service providers in Belfast and Northern Ireland. It includes recommendations for accountants, architects, banks, business networks, cleaning services, commercial debt collection, company formation, design agencies, ecommerce, financial services, fire safety engineering, IT support, legal services, management consultants, online directories, personal development, photography, PR, promotional gifts, recruitment, signs, translation services, training courses, and web design. The pack aims to help companies setting up or entering the Northern Ireland market to build a network of reliable service partners.
"Contracts, Leases, & Property: A Refresher on Polices 8200 and 1224.1," WV S...Dinsmore & Shohl LLP
This document provides a summary of policies 8200 and 1224.1 related to contracts, leases, and property for schools. It discusses bidding thresholds and requirements for purchases based on cost, tips for entering contracts and leases, and exemptions from competitive bidding. Construction project requirements are also outlined, including using prevailing wage rates and competitively bidding projects over $25,000. The document provides tips for issues like contract terms, determining the lowest qualified bidder, waiving bid informalities, and holding pre-bid meetings.
The Bangkok Tax Group at Baker & McKenzie has over 10 lawyers and consultants specializing in Thai, ASEAN, and international tax law. They provide tax advice to businesses and individuals on issues related to financial services, mergers and acquisitions, restructuring, transfer pricing, real estate, VAT, tax litigation, and international structures. As the largest global law firm, Baker & McKenzie can also draw on its network of over 650 tax lawyers worldwide to advise clients on cross-border tax matters. The Bangkok office is highly ranked and has expertise in tax litigation, customs disputes, corporate restructuring, and international mergers and acquisitions.
S&BLAW is a leading business law firm in Vietnam with offices in Hanoi and Ho Chi Minh City. It has a team of 40 lawyers and professionals who provide legal services across various practice areas including corporate law, banking, intellectual property, real estate, and dispute resolution. The firm represents both domestic and international clients such as IBM, Total, and HSBC. S&BLAW has received several awards recognizing its expertise and achievements in finance, M&A, and intellectual property law.
An Introduction to the Legal Aspects of Investing and Establishing a Business in Canada. Borden Ladner Gervais LLP (BLG), a leading full-service, Canadian law firm, is driven to help achieve the best possible results for all our clients. BLG’s more than 750 lawyers, intellectual property agents and other legal professionals in five offices provide corporate, litigation and arbitration, as well as intellectual property solutions to a wide range of clients nationally and internationally,.
CNC is a full-service legal firm in Vietnam that focuses on investment, corporate and M&A, real estate, construction, contracts, and litigation. It was established in 2013 and has become one of the most recognized legal firms in Vietnam. The firm represents both multinational and domestic clients across various industries. CNC aims to offer solutions that bridge legal and commercial needs, leveraging law to achieve client objectives. The document provides details on CNC's practice areas and services, representative clients, notable deals, lawyer biographies, and contact information.
Lawyer Tran Dinh Thong has over 8 years of experience in foreign investment, mergers and acquisitions, banking and finance, and commercial contracts. He specializes in assisting foreign investors and companies with investment licenses, joint venture agreements, representative offices, and other legal matters in Vietnam. Some of his clients include Family Mart, Ricoh, Ranki and Hill, and banks from Japan, Singapore, Korea, Hong Kong, France, Australia, England, and the US. He received his LLB from Hanoi Law University and speaks English, Russian, and Vietnamese.
The document provides a company profile for SBLAW, a law firm operating in Vietnam. It details SBLAW's areas of practice including corporate and commercial law, banking and finance, intellectual property, dispute resolution, real estate, construction, and telecommunications. The profile summarizes SBLAW's clients, which include many large multinational corporations. It also highlights some of SBLAW's major deals and achievements, noting the firm has been recognized by several awards organizations. SBLAW has 40 lawyers across offices in Hanoi and Ho Chi Minh City led by five partners with extensive experience in Vietnam's legal system.
The document provides a company profile for SBLAW, a law firm operating in Vietnam. It details the firm's areas of practice including corporate and commercial law, banking and finance, intellectual property, dispute resolution, real estate, construction, and telecommunications. The profile summarizes SBLAW's clients, which include many large multinational corporations, and awards the firm has received from organizations like The Legal 500. It also introduces the firm's partners and describes the experience and qualifications of its 40 lawyers.
EnforceA adalah Konsultan Pajak ber kantor pajak di Jakarta. EnforceA adalah solusi nyata pajak bisnis anda. https://enforcea.com/ #pajakbisnis #solusipajak #laporpajak
EJUN Finance is a comprehensive financial services firm founded in Shanghai in 2002. It has over 200 employees across 10 offices in China and provides services including accounting, taxation, advisory, investment, audit, and HR outsourcing. EJUN aims to become the leading domestic financial services provider in China by offering efficient and cost-effective solutions tailored to clients' needs. Its services cover accounting outsourcing, taxation planning, business advisory, investment and registration assistance, and audit for companies across various industries.
VPLawyers is a full-service independent legal firm in Vietnam focused on investment, corporate and M&A, real estate, construction, contracts, and litigation. Established in 2013, it has become one of the most recognized legal firms in Vietnam. The firm represents both multinational and domestic clients, including many large Vietnamese companies. VPLawyers aims to offer practical legal solutions that bridge the gap between law and business needs to help clients accomplish their objectives.
TAX CONSIDERATIONS RELATING TO INTERNATIONAL JOINT VENTURESRebaJames
Matthew Peters of Cassels Brock & Blackwell, will be discussing the topic "Tax Considerations Relating to International Joint Ventures" at the 6th Annual International Joint Ventures Seminar presented by Federated Press in Toronto on December 12, 2013. For more info: http://www.casselsbrock.com/Event/Tax_Considerations_Relating_to_International_Joint_Ventures
The document discusses FTA Consulting, an international organization that provides business advisory services. FTA Consulting has experienced senior advisors with expertise in business, tax, legal, labor, and accounting matters acquired from working at major international companies. They aim to identify the best solutions for clients' business needs through innovation, expertise, and customized approaches. As a member of Abacus Worldwide, an alliance of professional services firms, FTA Consulting has access to a network of law, consulting and accounting firms around the world to better serve growing international clients. The main services provided include mergers and acquisitions advisory, tax consulting, compliance, and related services.
Luminous Tax Matters is an independent tax law firm that provides high-quality tax consultancy and compliance services to companies and individuals. It focuses on cross-border tax advice and has an informal network of international law and tax firms to monitor tax developments abroad. The firm prides itself on offering a personal approach with short communication lines and prompt, customized services. It has experienced tax professionals who specialize in areas like mergers and acquisitions, transfer pricing, and international tax planning.
Riskpro is an organization providing risk management consulting services through offices in major Indian cities. It aims to be the preferred provider of governance, risk, and compliance solutions to mid-large sized corporates and financial institutions in India. Riskpro offers a wide range of risk advisory services at competitive prices compared to large consulting firms. It has over 200 years of cumulative experience across its multidisciplinary team and provides high quality, timely services and deliverables to clients.
Riskpro is an Indian risk management consulting firm with offices in major cities. It provides integrated risk management services to mid-large corporations and financial institutions. Services include advisory on governance, risk, compliance, Basel standards, enterprise risk assessment, fraud risk management, and more. Riskpro differentiates itself through its focus on risk management, experience of over 200 years, hybrid delivery model, and ability to take on large complex projects. It aims to be the preferred GRC solutions provider in India.
Riskpro is an Indian risk management consulting firm with offices in major cities. It provides integrated risk management services to mid-large corporations and financial institutions. Services include governance, risk and compliance solutions. Riskpro differentiates itself by focusing exclusively on risk management and by having over 200 cumulative years of experience among its professionals. It offers a hybrid delivery model and can take on large, complex projects. Services include advisory on various types of risk like credit, market, operational, and regulatory compliance.
Riskpro is an Indian risk management consulting firm with offices in major cities. It provides integrated risk management services to mid-large corporations and financial institutions. Services include governance, risk and compliance solutions. Riskpro differentiates itself by focusing exclusively on risk management and by having over 200 cumulative years of experience among its professionals. It offers a hybrid delivery model and can take on large, complex projects. Services include advisory on various types of risk like credit, market, operational, and regulatory compliance.
SB Law has assisted numerous international and local clients across various practice areas including corporate law, intellectual property, labor law, and contracts. They have a team of about 40 lawyers and consultants experienced in Vietnamese law and other legal systems. Some representative clients they have worked with include IBM, LG Electronics, Singapore Airlines, Microsoft, and banks such as Vietcombank. They provide legal services from market research and investment project establishment to dispute resolution in Vietnam.
Similar to Case Studies In Tax Treaty Interpretation Post Final (20)
Case Studies In Tax Treaty Interpretation Post Final
1. Case Studies in Tax Treaty Interpretation
May 23rd 2012, The Fullerton Hotel, Singapore
2. Our Vision Our Commitment
Southeast Asia’s first full service We sell results, not time.
international law firm with a major We believe that you don’t want our time.
specialization in taxation.
We believe you want results.
That’s our value. That’s how we bill.
May 23rd 2012 2
3. At a Glance
Laos
4 countries
40+ staff:
4 partners
Cambodia 5 directors
32 professional advisors
Vietnam
Specializing in:
Tax Advisory
Legal Advisory
Government Relations
Singapore
Compliance and Accounting
Partners
Edwin Van der Bruggen was formerly with Loyens & Christopher Muessel was with Baker & McKenzie
Loeff and a partner at DFDL, and is an academic, Vietnam, a partner at Duane Morris LLP, Watson
author, and government/World Bank adviser. Farley & Williams and Rajah & Tann and advised the
Cambodian Council of Ministers.
Jean Loi is a CPA and was a tax partner with Potim Yun was formerly a partner with Gordon &
PricewaterhouseCoopers in Southeast Asia, RSM Associates and Deputy Head of the Corporate &
Chio Lim in Singapore and DFDL. Commercial Practice Group at DFDL.
May 23rd 2012 3
4. Our Practice Areas
Tax Advisory Government Relations
Corporate tax planning strategies In a region where regulations and legal precedents are
Tax efficient market entry advisory services not always clear, local knowledge and relationships are
Real estate tax structuring the key to getting results. Our advisers’ excellent and
Oil, gas and mining tax services long-standing working relationships with government
Customs and excise advisory authorities throughout the region enable us to advise
Mergers & acquisitions and tax due diligence you on relationships with government agencies and
International and regional tax optimization provide strategic guidance on maneuvering the
Transfer pricing advisory and benchmarking intricacies of a country’s regulatory and legislative
Taxation of banks, insurance & financial services framework.
Controversy and litigation in tax matters
Compliance & Accounting
Legal Advisory
Expatriate employee tax services
Cross-border mergers and business acquisitions Payroll administration
Legal structuring of real estate projects Corporate tax compliance
Corporate & commercial law Accounting services
Investment licensing and market entry
Project finance
Compliance (including FCPA)
Trade (treaty analysis and anti-dumping)
May 23rd 2012 4
5. Our Advisers’ Experience with Major Projects
Collectively our advisers have extensive experience across Southeast Asia, including Our advisers have
in Cambodia, Vietnam, Singapore, Laos, Indonesia, Thailand and the Philippines.
Some of our major projects include: extensive experience
Representing a US$20M listed property fund with the structuring, acquisition, with taxation, M&A,
and divesting of properties in Vietnam, Cambodia and Singapore. corporate finance and
Tax structuring of a new supply chain covering Thailand, Singapore, Vietnam, real estate.
China and the Philippines.
Regional tax structuring advice for a large petrochemical joint venture project
in Vietnam, including foreign contractor taxes, transfer pricing issues and the
optimal method for profit repatriation.
Structuring of a US$2B complex government-leased island resort in Cambodia,
including airport, marinas, hotels and infrastructure.
Advising on customs duty valuation and defense of a manufacturer of tobacco
products.
Representing a multinational telecom operator with an asset transfer/merger
in Cambodia and Singapore.
Representing an international enterprise in the acquisition of a majority stake
in a Cambodian telecom operator.
Conducting transfer pricing analysis, risk assessment, documentation and
defense for a multinational telecommunications operator in Indonesia.
Providing tax structuring advice on infrastructure and villa leases for a US$1.2B
resort project in Vietnam by a private equity fund.
Providing advice on bond issues for Asian companies under a US$12B
Government bond program.
May 23rd 2012 5
6. Partner
Edwin Van Der Bruggen
Formerly with Loyens & Loeff and a partner at DFDL, Edwin has 20 years of
experience as a tax lawyer, academic, author and government adviser. He has
worked 15 years in Southeast Asia. Edwin has assisted with structuring some
of the largest acquisitions, investments and property deals in the region,
including the US$4.2B petrochemical plant of SCG Chemical in Vietnam, the
US$425M Mobitel acquisition in Singapore and Cambodia, and the US$275M
listed property fund JSM Indochina.
He has taught international tax law at six different universities in Europe and
Asia, including delivering a number of lectures at the prestigious
International Tax Center in Leyden. He has published seven textbooks and
over 50 scholarly articles, some winning scientific awards. He was an adviser
to the Minister of Economy and Finance of Cambodia, provided training on
tax issues to government officials in a number of Southeast Asian countries,
and has supplied expert testimony to tax courts on tax treaty interpretation. Edwin Van Der Bruggen
Edwin has consulted for the World Bank and the ADB on tax policy and has won recognition for his
administration. outstanding practice
including “Best Tax Law
As a partner at regional law firm DFDL, he advised multinational enterprises,
funds and governmental organizations on international taxation in Southeast Firm” and “Best Corporate
Asia, and has won recognition for his outstanding practice, including “Best Tax Law Firm.”
Tax Law Firm” and “Best Corporate Tax Law Firm”.
Edwin is accredited for Income Tax Advisory by the Singapore Institute of
Accredited Tax Professionals (SIATP).
May 23rd 2012 6
7. Managing Partner
Jean Loi
Jean Loi is widely recognized as one of the region’s most experienced tax
specialists. She was formerly a tax partner with PricewaterhouseCoopers in
Southeast Asia, RSM Chio Lim in Singapore and with leading regional law firm
DFDL.
Jean is a highly successful tax adviser with a CPA background. She has
assisted on a large number of projects and market entries in Cambodia,
Vietnam and Thailand, such as hydro and coal power plant projects, oil
exploration blocks, and the market entry of international banks into Vietnam,
and of multinationals into Indonesia. She has particular expertise in projects
related to the infrastructure, energy, telecommunications and financial
services industries in the region, as well as having extensive experience with
supply chains. Jean has assisted investment funds and other clients with their
international tax structures, addressing their tax risks and formulating their
transfer pricing strategies in Southeast Asia. She oversaw the growth of Jean Loi is widely
PricewaterhouseCoopers in Cambodia and was recognized for her recognized as one of the
outstanding practice with a number of awards, including “Best Tax Law Firm” region’s most experienced
and “Best Corporate Tax Firm” in Vietnam. She speaks Mandarin, Bahasa
tax specialists, and was
Malay, Cantonese and English.
formerly a tax partner
Jean is accredited for Income Tax and GST Advisory by the Singapore Institute with PwC in Southeast
of Accredited Tax Professionals (SIATP). Jean is also a member of the Institute Asia.
of Chartered Accountants of New Zealand. She graduated with a Bachelor’s
of Commerce and has obtained a Master’s of Taxation from the University of
Auckland, New Zealand.
May 23rd 2012 7
8. Partner
Christopher Muessel
Chris Muessel is one of Southeast Asia’s most experienced foreign lawyers. He has
in-country experience in Cambodia (1998-1999), where as a World Bank Counsel, he
advised the Council of Ministers on new commercial laws, and in Vietnam (2001-
2007), where as a Baker & McKenzie lawyer, he advised MNCs on a broad range of
legal matters. As a partner with the US firm Duane Morris LLP, Chris headed the
firm’s Ho Chi Minh City office, and later undertook equally high-profile partnership
roles with Watson Farley & Williams and Rajah & Tann, where he focused principally
on Vietnam, Cambodia, Laos and Thailand. In his 20-year career, Chris has
developed an expertise in cross-border M&A (incl. PE funds), real estate, project
finance (energy and mining), compliance (incl. FCPA) and trade (treaties and anti-
dumping claims).
Examples of matters that Chris has advised on are: bond issues for Asian companies
under a US$12B US Government bond program; a real estate transaction for a
US$2B Vietnam investment fund with an Omani sovereign fund; a US$300M loan by
a major French bank for an oil refinery in Vietnam; and a US$170M financing of an Chris Muessel is one of
FPSO vessel to be operated in Vietnam by a Japanese consortium. He has also Southeast Asia’s most
assisted a multinational with a large real estate investment in Cambodia,
represented multiple US defense contractors on sales of military goods and services experienced foreign lawyers
in Southeast Asia, advised global financial players (e.g., JP Morgan, Lehman and a former partner at
Brothers, BNP, IFC, etc.) on SEA projects, and structured high-profile LNG deals in
Indonesia, India, Japan and Qatar.
Duane Morris LLP, Watson
Farley & Williams and
Chris has previously served on several boards of the American Chamber of Rajah & Tann.
Commerce (AmCham), including AmCham Vietnam (Chairman 2007) and AmCham
Singapore (Governor 2008-2011). He has been a recommended lawyer by Chambers
Asia (Leading Overseas Counsel; Vietnam), Chambers Global (Global Leading Lawyer
– Corporate; Vietnam) and the Legal 500 (Leading Lawyer – Corporate; Vietnam).
May 23rd 2012 8
9. Contents
Which Rules Apply to the Interpretation of DTAs?
Moving or Instant PEs
Who is the Real Employer?
The Case of the Thai Singer
Beneficial Ownership
May 23rd 2012 9
11. Vienna Convention on the Law of Treaties
Article 31
General rule of interpretation:
1. A treaty shall be interpreted in good faith in accordance with the
ordinary meaning to be given to the terms of the treaty in their
context and in the light of its object and purpose.
2. The context for the purpose of the interpretation of a treaty shall
comprise, in addition to the text, including its preamble and annexes:
a) any agreement relating to the treaty which was made between all the
parties in connection with the conclusion of the treaty;
b) any instrument which was made by one or more parties in connection with
the conclusion of the treaty and accepted by the other parties as an
instrument related to the treaty.
May 23rd 2012 11
12. Vienna Convention on the Law of Treaties
Article 31
General rule of interpretation:
3. There shall be taken into account, together with the context:
a) any subsequent agreement between the parties regarding the
interpretation of the treaty or the application of its provisions;
b) any subsequent practice in the application of the treaty which establishes
the agreement of the parties regarding its interpretation;
c) any relevant rules of international law applicable in the relations between
the parties.
4. A special meaning shall be given to a term if it is established that the
parties so intended.
May 23rd 2012 12
13. Vienna Convention on the Law of Treaties
Article 32
Supplementary means of interpretation
Recourse may be had to supplementary means of interpretation,
including the preparatory work of the treaty and the circumstances of its
conclusion, in order to confirm the meaning resulting from the application
of article 31, or to determine the meaning when the interpretation
according to article 31:
a) leaves the meaning ambiguous or obscure; or
b) leads to a result which is manifestly absurd or unreasonable.
May 23rd 2012 13
14. DTAs in Other Language Versions
Article 33
Interpretation of treaties authenticated in two or more languages
1. When a treaty has been authenticated in two or more languages, the text is
equally authoritative in each language, unless the treaty provides or the
parties agree that, in case of divergence, a particular text shall prevail.
2. A version of the treaty in a language other than one of those in which the text
was authenticated shall be considered an authentic text only if the treaty so
provides or the parties so agree.
3. The terms of the treaty are presumed to have the same meaning in each
authentic text.
4. Except where a particular text prevails in accordance with paragraph 1, when a
comparison of the authentic texts discloses a difference of meaning which the
application of articles 31 and 32 does not remove, the meaning which best
reconciles the texts, having regard to the object and purpose of the treaty,
shall be adopted.
May 23rd 2012 14
15. Article 3(2) DTA
Pre-1995 OECD Model Current OECD Model
“As regards the application of the “As regards the application of the
Convention by a Contracting State Convention at any time by a Contracting
State, any term not defined therein shall,
any term not defined therein shall,
unless the context otherwise requires,
unless the context otherwise have the meaning that it has at that time
requires, have the meaning which it under the law of that State for the
has under the law of that State purposes of the taxes to which the
concerning the taxes to which the Convention applies, any meaning under
Convention applies.” the applicable tax laws of that State
prevailing over a meaning given to the
term under other laws of that State.”
“general rule of interpretation”
OECD Commentary on art. 3, par. 11
May 23rd 2012 15
16. Role of the UN and OECD Commentary
OECD Commentary as a recommendation
OECD Model and its Commentary are “recommendations” under art. 5 (b) of the
OECD Convention. Contrary to “decisions”, they are not binding upon the members.
But they are not legally irrelevant either. When a member state denies any effect at
all to each and every recommendation issued by the international organization
under a treaty to which the state is a party, it violates the legitimate expectations of
the treaty partner, which may at least expect that the state shall give the
recommendations some serious consideration.
A recommendation can be influential without being binding. “correspondence of
behavior is not the same as compliance”.
OECD Commentary binding under 31-32 Vienna Convention?
Tacit agreement between the contracting states when using the Model text,
depending on the circumstances (reservations, other expressions that there is no
consent). (Engelen)
May 23rd 2012 16
17. Difference between UN and OECD Commentary
Reproduction
Not created by state representatives but by state-nominated experts
Does it matter? (ICJ Mazilu case)
No reservations possible
Possibilities:
OECD member with OECD member Difference in
legal status of
OECD member with non-member
the
Non-member with non-member Commentary?
May 23rd 2012 17
18. Qualification of the Source State?
32.7 This situation may be illustrated by reference to a variation of the example
described above. A business is carried on through a fixed place of business in
State E by a partnership established in that t State and a partner, resident in State
R, alienates his interest in that partnership. Changing the facts of the example,
however, it is now assumed that State E treats the partnership as a taxable entity
whereas State R treats it as fiscally transparent; it is further assumed that State R
is a State that applies the exemption method. State E, as its treats the partnership
as a corporate entity, considers that the alienation of the interest in the
partnership is akin to the alienation of a share in a company, which it cannot tax
by reason of par 5 of Article 13. State R, on the other hand, considers that the
alienation of the interest in the partnership should have been taxable by State E
as an alienation by the partner of the underlying assets of the business carried on
by the partnership to which par 1 or 2 of Article 13 would have been applicable. In
determining whether it has the obligation to exempt the income under par 1 of
Art 23, State R should nonetheless consider that, given the way that the
provisions of the convention apply in conjunction with the domestic law of State
E, that State may not tax the income in accordance with the provisions of the
convention. State R is thus under no obligation to exempt the income.
(OECD Commentary on Art. 23)
May 23rd 2012 18
19. Anti-avoidance dictating interpretation
“To the extent that anti-avoidance rules are part of the basic domestic
rules set by domestic tax laws for determining which facts give rise to a
tax liability, they are not addressed in tax treaties and are therefore not
affected by them. Thus, as a general rule, there will be no conflict
between such rules and the provisions of tax conventions.” OECD
Commentary 1/9.2).
The DTA can be interpreted in such a manner that states would not have
to grant benefits in abusive transactions, notably “those entered into with
the view to obtaining unintended benefits under the provisions of these
conventions”. “It is agreed that States do not have to grant the benefits of
a double taxation convention where arrangements that constitute an
abuse of the provisions of the convention have been entered into” (OECD
Commentary 1/9.4).
The OECD agrees that the DTA does not restrict substance-over-form and
general abuse rules of the states (OECD Commentary 1/22.1).
May 23rd 2012 19
20. International Case Law (“parallel treaties”)
“Common international tax language” advocated by international scholars
Possible legal basis?
- Through OECD Commentary
- “Good faith”, ut regis valeat quam pereat
- DTAs are meant to be applied internationally, income from third
states, standardization is a must
Citing decisions of courts in other countries can be very authoritative IF
these are high courts and IF the decisions are consistent
Problems:
- Influence of domestic issues in each case
- Transparency of information , language barriers
- IBFD database of court decisions
May 23rd 2012 20
21. DTA Interpretation Crucible
STRONG
Good Faith - Object & Purpose
Text Context DTA Meaning
Agreements Meaning in the
other language
Subsequent
Meaning in other
Rules of treaty
International Law
Domestic
Special Meaning Meaning (possibly
including Anti-
Avoidance)
OECD &
Supplementary UN Commentary
Means
Circumstances
Other Sources
(parallel treaties)
1 WEAK 2
May 23rd 2012 21
23. Moving or Instant PEs
Thailand:
Indonesia PE: 30% on net profit
Thailand
India
WHT: 15% on gross fees (subject
to DTA)
Indonesia:
PE: deemed profit taxed at 10-
30% plus branch profit tax
WHT: 20% (non-residents)
India:
PE: Readily assumed. See Fugro
Engineers case (40%)
Oilfield Service
Provider WHT: as a rule, services at 10%
May 23rd 2012 23
24. Moving or Instant PEs
Article 5 of UN Model
PERMANENT ESTABLISHMENT
1. For the purposes of this Convention, the term “permanent
establishment” means a fixed place of business through which the
business of an enterprise is wholly or partly carried on.
2. The term “permanent establishment” includes especially:
a) A place of management;
b) A branch;
c) An office;
d) A factory;
e) A workshop;
f) A mine, an oil or gas well, a quarry or any other place of extraction of natural
resources.
May 23rd 2012 24
25. Moving or Instant PEs
Article 5 of UN Model
PERMANENT ESTABLISHMENT
3. The term “permanent establishment” also encompasses:
a) A building site, a construction, assembly or installation project or supervisory
activities in connection therewith, but only if such site, project or activities last
more than six months;
b) The furnishing of services, including consultancy services, by an enterprise
through employees or other personnel engaged by the enterprise for such
purpose, but only if activities of that nature continue (for the same or a
connected project) within a Contracting State for a period or periods
aggregating more than 183 days in any 12-month period commencing or
ending in the fiscal year concerned.
May 23rd 2012 25
26. Moving or Instant PEs
Specific rules, e..g:
Specific provision for Technical Fees:
Source taxation for all “services of a management, consulting or technical
nature” (within or outside scope of royalties)
DTA between Vietnam and Hong Kong (Article 5(2))
The term “permanent establishment” includes especially:
h) an installation structure, or equipment used for the exploration of natural
resources.
May 23rd 2012 26
27. Moving or Instant PEs
Key approaches:
1. Physical PE – how long is long enough?
2. Furnishing of Services PE
“The furnishing of services, including consultancy services, by a resident of one of the
Contracting States through employees or other personnel, provided activities of that nature
continue (for the same or a connected project) within the other Contracting State for a period
or periods aggregating more than six months[1] within any twelve-month period”.
3. Art. 3 (2)
a. “Fixed”
b. “Place of business”
c. “Permanent”
4. OECD and UN Commentary
a. A PE may not be purely temporary
b. Special type of activity?
“A place of business may, however, constitute a permanent establishment even though it
exists, in practice, only for a very short period of time because the nature of the business is
such that it will only be carried on for that short period of time. It is sometimes difficult to
determine whether this is the case” (OECD Commentary 5/6).
May 23rd 2012 27
28. Crucible on Instant PEs
assume OECD Model
STRONG
Good Faith - Object & Purpose
Text Context DTA MeaningDTA Meaning “Permanent” and “Fixed” refers to a
situation that is not purely
Agreements Meaning in other
Domestic temporary
treaty Meaning
Subsequent
Rules of Domestic Domestic meaning of “fixed” can
International Law Meaning
frustrate this, but context is strong.
Special Meaning
OECD & UN
Comment
OECD & UN (including Commentaries allow for shorter
Qualification)
Commentaries periods, but not 1 day, it seems.
Supplementary Source State
Means
Other Sources
Circumstances
Other Sources International case law is divided but
mostly supports longer periods
WEAK
May 23rd 2012 28
30. Who is the real employer?
Vietnam Technical Singapore
Consultant
Individual home
Assigned to
work 5 months
2 Problems:
1. Resident of Vietnam or Singapore?
2. Taxed as an employee or as a consultant?
May 23rd 2012 30
31. Residence Question
Vietnam Residence DTA Singapore
TIE-BREAK
ARTICLE 4: RESIDENT
Presence 183 Stay or work in
1. For the purposes of this Agreement, the term "resident of a
days or more Contracting State" means any person who, under the laws of that
Singapore at
State, is liable to tax therein by reason of his domicile, residence, least 183 days
place of management or any other criterion of a similar nature.
Having a
2. Where by reason of the provisions of paragraph 1 an individual is a
residence resident of both Contracting States, then his status shall be
(including lease determined as follows:
for 90 days) a. he shall be deemed to be a resident of the State in which he
has a permanent home available to him;
b. if he has a permanent home available to him in both States,
he shall be deemed to be a resident of the State with which
his personal and economic relations are closer (centre of
vital interests);
c. if the State in which he has his centre of vital interests
cannot be determined, or of he has no permanent home
available to him in either State, he shall be deemed to be a
resident of the State in which he has an habitual abode;
d. if the status of resident cannot be determined according to
sub-paragraphs (a) to (c), the competent authorities of the
Contracting States shall settle the question by mutual
agreement.
Note: Vietnam non-member country position on “center
of vital interests” in favor of place of work.
May 23rd 2012 31
32. Crucible on Centre of Vital Interests
STRONG
“Ordinary meaning” indicates that all
Good Faith - Object & Purpose
Text Context DTA MeaningDTA Meaning
facts are to be considered. No
Agreements Meaning in other definitive interpretation whether
Domestic
treaty Meaning work has more weight.
Subsequent
Rules of
International Law Domestic Domestic meaning does not refer to
Meaning place of work.
Special Meaning
OECD & UN
Comment
OECD & UN
(including
Commentaries: no support either
Qualification)way.
Commentaries
Supplementary Source State NMCP!
Means
Other Sources International case law points to
Other Sources
Circumstances include all circumstances, a global
evaluation, without more weight for
WEAK one factor or another.
May 23rd 2012 32
33. Who is the real employer?
Vietnam Employee? Singapore
Income from trading, Trading income vs.
business = business salary
income
Income from research, Contract of Service vs.
brokerage, teaching, … contract for service
“other services”
= salary Risk, payment, level of
(Art 3(2) a) PIT Law) OR
control
Independent?
Doctrine of true
employer Circular
133/2004
May 23rd 2012 33
34. Who is the real employer?
ARTICLE 14: INDEPENDENT PERSONAL SERVICES ARTICLE 15: DEPENDENT PERSONAL SERVICES
1. Income derived by an individual who is a resident of a 1. Subject to the provisions of Articles 16, 18 and 19, salaries,
Contracting State in respect of professional services of other wages and other similar remuneration derived by a
activities of an independent character shall be taxable only in resident of a Contracting State in respect of an
that State unless he has a fixed base regularly available to employment shall be taxable only in that State unless the
him in the other Contracting State for the purpose of employment is exercised in the other Contracting State. If
performing his activities. If he has such a fixed base, the the employment is so exercised, such remuneration as is
income may be taxed in the other Contracting State but only derived therefrom may be taxed in that other State.
so much of it as is attributable to that fixed base.
2. Notwithstanding the provisions of paragraph 1,
2. The term "professional services" includes especially
remuneration derived by a resident of a Contracting State
independent scientific, literary, artistic, educational or
in respect of an employment exercised in the other
teaching activities as well as the independent activities of
physicians, lawyers, engineers, architects, dentists and Contracting State shall be taxable only in the first-
accountants. mentioned State if:
a. the recipient is present in the other State for a period or
periods not exceeding in the aggregate 183 days in the
calendar year concerned, and
b. the remuneration is paid by, or on behalf of, an employer
who is not a resident of the other State, and
c. the remuneration is not borne by a permanent
establishment or a fixed base which the employer has in
the other State.
3. Notwithstanding the preceding provisions of this Article,
remuneration derived in respect of an employment
exercised aboard a ship or aircraft operated in
international traffic by an enterprise of a Contracting State
shall be taxable only in that State.
May 23rd 2012 34
35. Crucible on Centre of Vital Interests
STRONG
Ordinary meaning of “employment”,
Good Faith - Object & Purpose
Text Context DTA MeaningDTA Meaning
context (Art. 14, Art. 7) indicate that
Agreements service is not included.
Domestic
Subsequent Meaning
Meaning in other
Rules of
treaty ILO ?
International Law
Special Meaning Domestic Domestic meaning eliminated by
Meaning context. Anti-avoidance?
OECD & UN
Comment
OECD & UN
(including Commentaries: clear difference in
Qualification)
Commentaries terms of authority and control (OECD
Supplementary Source State Comm 15/8)
Means
Other Sources
Other Sources
Circumstances
International case law: authority
WEAK
May 23rd 2012 35
37. The Case of the Thai Singer
“(a) 5 per cent of the gross amount of the
royalties received as consideration for the Owner Copyright
Mauritius Owner
use of, or the right to use, any copyright of
literary, artistic or scientific work, excluding
cinematograph films and films, tapes or
discs for radio or television broadcasting;
(b) 15 per cent of the gross amount of the
Payment
royalties in any other case”.
Voice
“Royalties" = means payments of any kind Performance
received as a consideration for the use of, or
the right to use, any copyright of literary,
artistic or scientific work (including
cinematograph films and films, tapes or discs
for radio or television broadcasting), any
patent, trade mark, design or model, Music
computer programme, plan, secret formula Publisher Music
or process, or for information concerning
industrial, commercial or scientific
experience. (Art. 12, Thai-Mauritius DTA)
May 23rd 2012 37
38. The Case of the Thai Singer
Owner Copyright
Thai Copyright Act B.E. 2537 does not Mauritius Owner
include related rights such as
performance
Berne Convention for the Protection
of Literary and Artistic Works, 1886
Payment
Rome Convention for the Protection
Voice
of Performers, Producers of Performance
Phonograms and Broadcasting
Organizations 26 October 1961:
protection for performers
Both Thailand and Mauritius are
parties to the Berne Convention
TRIPS, again both Thailand and Music
Publisher Music
Mauritius acceded.
May 23rd 2012 38
39. Crucible on “Artistic Work”
STRONG
Good Faith - Object & Purpose
Text Context DTA MeaningDTA Meaning “ordinary meaning” of “artistic”,
context imply inclusion
Agreements
Domestic
Subsequent Meaning
Meaning in other
treaty Berne Convention, Trips -> include
Rules of
International Law
Special Meaning Domestic
Meaning Thai law would exclude it.
OECD & UN
Comment
(including
OECD & UN
Qualification)
Commentaries Commentaries: no guidance
Supplementary Source State
Other Sources
Means
Other Sources
Circumstances
WEAK
May 23rd 2012 39
41. Indofoods (Court of Appeal England, 2006)
Bond holders Bond holders
Restructuring necessary due to
cancelling of Indonesia –Mauritius
DTA 0% WHT
Cooperation of trustee, JP
Morgan, is necessary Mauritius Co. BV
Interest
In case the loans are restructured 0% - 10%
through BV, would BV obtain WHT
reduced WHT or problems with Loan Loan
beneficial ownership
Indo Co.
Court of Appeal: substance, object
and purpose of the DTA → BV
would not be the beneficial
owner.
May 23rd 2012 41
42. Prevost (Tax Court Canada, 2008)
Shareholder
agreement with
Volvo and Henlys are acting as direct Volvo agreed distributions Henlys
shareholders, in practice Sweden UK
Holding BV has no employees, etc.
Weeghel: BV is deemed beneficial owner
of the dividends under Dutch law
Original intention of OECD was limited to
nominees, agents
Holding BV
Luthi: conduit holding companies,
nominee s. If the conduit company has
Dividends 5% WHT
very limited powers it is not the beneficial
(instead of 10% for
owner. The company must have UK, 15% for
ownership, possession, use, risk, control. Sweden)
Tax Court accepts this principle but Prevost
decides that in this case, the company did Canada
have ownership, control.
See also Volvo Canada, Tax Court Canada
2012
May 23rd 2012 42
43. Danish case (Danish National Tax Tribunal, 2012)
Corporate restructure to optimize WHT on
dividend distribution from Denmark Aps
Cyprus Ltd has no office or employees US Inc
Danish tax authorities argument: Cyprus
Ltd is not the beneficial owner of the
dividend (Art 10 of DTA). WHT of 28%
should apply 2. Repayment debt
Taxpayer argument: Cyprus Ltd is not a Bermuda Ltd
conduit company and is the beneficial
owner of the dividend. Even if Cyprus Ltd
were not the beneficial owner, then US Inc
would be the beneficial owner, and US-
Denmark DTA would exempt WHT Cyprus Ltd
Tribunal: the dividends distributed by
Denmark Aps are exempt from WHT
because Cyprus Ltd was a legally
established and properly functioning
company, and by virtue of its ownership of Denmark ApS 1. Dividend
the shares in the Danish company, was the
proper recipient of the dividends
See also ISS case, Danish High Court 2011
May 23rd 2012 43
44. OECD Draft Clarification of Beneficial Owner
“In these various examples (agent, nominee, conduit company acting as a fiduciary or
administrator), the recipient of the dividend is not the “beneficial owner” because that
recipient does not have the full right to use and enjoy the dividend that it receives and
this dividend is not its own; the powers of that recipient over that dividend are indeed
constrained in that the recipient is obliged (because of a contractual, fiduciary or other
duty) to pass the payment received to another person. The recipient of a dividend is
the “beneficial owner” of that dividend where he has the full right to use and enjoy
the dividend unconstrained by a contractual or legal obligation to pass the payment
received to another person. Such an obligation will normally derive from relevant
legal documents but may also be found to exist on the basis of facts and
circumstances showing that, in substance, the recipient clearly does not have the full
right to use and enjoy the dividend; also, the use and enjoyment of a dividend must be
distinguished from the legal ownership, as well as the use and enjoyment, of the shares
on which the dividend is paid.” (OECD Draft Clarification of the Meaning of “Beneficial
Owner”, 2011)
May 23rd 2012 44
45. Beneficial Owner
• OECD position on applying domestic anti-avoidance measures in a DTA situation,
cited above
• States do not have to grant the benefits of a double taxation convention where
arrangements that constitute an abuse of the provisions of the convention have
been entered into. (OECD Commentary 1/9.4)
• “It is important to note, however, that it should not be lightly assumed that a
taxpayer is entering into the type of abusive transactions referred to above. A
guiding principle is that the benefits of a double taxation convention should not be
available where a main purpose for entering into certain transactions or
arrangements was to secure a more favourable tax position and obtaining that
more favourable treatment in these circumstances would be contrary to the object
and purpose of the relevant provisions” (OECD Commentary 1/9.5)
• “Member countries should carefully observe the specific obligations enshrined in
tax treaties to relieve double taxation as long as there is no clear evidence that the
treaties are being abused” (OECD Commentary 1/22.1)
May 23rd 2012 45
46. Regional Approaches to Treaty Shopping: Vietnam
Interest Capital Gains
US Bank BVI
Interest
Loan
can be 0%
Interest 10% (now In case of direct
5% + 5% VAT) France Co. sale: 25% SIN Co.
Interest Shares: 0%
Loan
0% cap gain
Vietnam Vietnam OPCO
Borrower
DTA procedures must have
Circular 133/2004: France Co must been completed on time.
have the loan on its balance sheet.
Can the gain be attributed to a
PE?
May 23rd 2012 46
47. Regional Approaches to Treaty Shopping: Thailand
BVI
Revenue Department
Dividend
0% WHT
Demand COR
Manufacturing
Recharacterize into royalties fees 15% WHT SIN Co.
Reject deductibility of the fee for CIT HK Co.
Thai Revenue Code sec. 65 ter 13
and 14 Manufacturing
fees 0% WHT
Review from transfer pricing
perspective
Thai Co.
May 23rd 2012 47
48. Regional Approaches to Treaty Shopping: Indonesia
Interpretation of the Term “Beneficial Owner” under Tax Treaties
“The Director-General of Taxation has issued circular letter SE-04/PJ.34/2005 dated
7 July 2005 in which guidance is given on how the term “beneficial owner” should
be interpreted under tax treaties entered into by Indonesia. According to the
circular letter, the beneficial owner is the actual owner of the income in the form of
dividend, interest and royalty.
The beneficial owner must be either an individual or a corporate taxpayer that is
fully entitled to directly enjoy the benefits of the dividend, interest or royalty.
Special purpose vehicles like conduit companies, paper box companies, pass-
through companies, etc. are not considered to be the beneficial owner.
If the dividend, interest or royalty is paid to parties that are not considered
beneficial owners, the payer is obliged under Art. 26 of the Income Tax Act to
withhold income tax at a rate of 20% of the gross amount of the payment.” (Asia-
Pacific Tax Bulletin September/October 2005)
Indonesia Tax Court, 14 March 2008: “In the absence of any proof offered by the
Indonesian tax authorities that the Mauritius entity is not the beneficial owner,
the certificate of residence is persuasive.”
May 23rd 2012 48
49. Regional Approaches to Treaty Shopping:
PROC Notice 601
Notice 601 specifies the following elements that are generally regarded as adverse to
an applicant’s identification as a beneficial owner:
i. the applicant has the obligation to distribute or assign all or majority (e.g., more than 60
percent) of its income to a third country (jurisdiction) resident in a prescribed period (e.g.,
within 12 months of the receipt of the income)
ii. the applicant has no or little operational activities other than holding the property or rights
based on which the income is derived
iii. the applicant, in case of being a company or entity, has relatively small or few assets, scale or
staffing, which barely match the amount of income
iv. the applicant has no or little rights to control or dispose of the income or the property or
rights based on which the income is derived, and bears no or little risks
v. the contracting country (jurisdiction) does not tax or exempts from tax the relevant income, or
imposes tax at an effective tax rate that is extremely low
vi. in addition to the loan contract from which the interest is derived and paid, there exist
between the creditor and third parties other loan or deposit contracts of which the amounts,
interest rates and contract signing dates are similar
vii. in addition to the contracts on transfer of use rights on copyright, patent, technology, etc.
based on which the royalties are derived and paid, there exists between the applicant and
third parties other contracts on transfer of use rights or ownership of the relevant copyright,
patent, technology, etc.
May 23rd 2012 49
50. Crucible on Beneficial Ownership
STRONG
Good Faith - Object & Purpose
Text Context DTA MeaningDTA Meaning Ordinary meaning, context of
“beneficial”: hard to tell whether
Agreements
Domestic narrow legal approach (= original)
Subsequent Meaning
Meaning in other suffices. Title and preamble do refer
treaty
Rules of to combatting tax evasion (and
International Law sometimes avoidance) -> Object and
Special Meaning purpose?
Domestic
Meaning Domestic meaning might allow any
OECD & UN re-characterization or attribution
Comment
(including Commentaries: Between OECD
OECD & UN
Qualification)
Commentaries members that did not make a
Supplementary Source State reservation, persuasive maybe even
Means binding
Other Sources
Circumstances
Other Sources International case law is divided
Other state’s position?
WEAK
May 23rd 2012 50
51. Concluding remarks on beneficial ownership
Will be highly fact-sensitive, so domestic appreciation of facts will often
prevail.
In that case, legal principles will not be of much use
Few, if any, states now accept that just because there is a legal entity, one
can apply the DTAs
The OECD interpretation in the Commentary might be interpreted by
some states as a blank check to ignore DTA obligations under the guise of
combatting tax avoidance (all DTAs are supposed to lead to tax savings!)
May 23rd 2012 51
52. Getting the result isn’t everything
Of course it is
We don't believe you want our time. We believe you want results.
That’s our value. That’s how we bill.
Professional services ahead of the curve.
www.VDB-Loi.com
Editor's Notes
ok
Please check the red fonts. I can’t see the complete text in the scan. Am I missing sth?