The Cyprus IP Regime

CYPRUS’ INTELLECTUAL PROPERTY (IP) REGIME

In today’s modern world, Intellectual Property is one of the most valuable assets of a business, hence the decision to choose a country to host its IP, is indeed a very important and strategic one. A suitable jurisdiction must have a legal regime affording protection, safety and certainty. Moreover, because of the IP’s mobility to use across various countries, proper planning is crucial to mitigate international tax leakage and optimise its after-tax cash flows.

Cyprus has a developed legal system employing principles of UK common law. Since 2004 it is a full Member State of the EU, it has adopted all EU Directives and is compliant with the EU Acquis Communautaire. It complies with transparency requirements and features on the White List of the OECD. Furthermore, it has signed a number of bilateral agreements for the protection of investments with many countries and has an impressive network of double taxation treaties covering over 40 countries seeking continually to expand it; The above in combination with the conclusion of international conventions for the protection of IP (inter alia the Paris Convention, WIPO; Bern convention; the Madrid Agreement; the Patent Cooperation Treaty) and modern IP laws ensure protection and certainty for IP companies.

Since 2012, Cyprus has enacted a very beneficial IP box regime, giving IP owners significant tax benefits, as outlined below:

IP box in a nutshell:

• 80% exemption on income from the exploitation of IP (royalties, damages, gains from disposal);
• Gross IP income reduced by direct expenses incurred for the production of such income;
• Wide range of qualifying IP rights(see below);
• Qualifying IP can be purchased or developed internally;
• An accelerated amortization period of 5 years instead of amortization over the lifespan of the IP;

• Carry forward of losses indefinitely;
• Corporate tax liability of 12.5% on net profits;
• No withholding of tax on the payment of royalty income to a third party as long as the IP is not used in Cyprus;
• Double tax treaty benefits in foreign countries  for tax resident companies on royalty income and unilateral credit in Cyprus on any foreign tax paid in Cyprus;
• The effective tax rate based on the above may be reduced to below 2%.

Qualifying IP:

The IP regime is applicable to existing and acquired or developed IP after January 1st, 2012 as defined in the following Cyprus laws:

• Patent law
• Intellectual Property Law
• Trademark Law

The above laws cover inter alia copyrights, patents, trademarks, service marks, software, trade secrets; client/database lists; designs/models; internet domain names; software copyrights; secret formulae, rights related to scientific, literary, dramatic, artistic or scientific works, movies, sound recording, broadcasts; published editions and publications; rights related to industrial or commercial work.

How we can help you:

Clerides Anastasiou Neophytou LLC is a leading law firm in Cyprus specialising in corporate, commercial, and tax law and M&A transactions. We are top ranked in tax law and highly recommended in corporate and M&A by well-known international agencies ranking law firms worldwide. Our associates and staff shall be pleased to assist you with efficient, high-value cost-efficient services to help you structure your transactions in Cyprus.

Our tax team can assist you with:

• efficient tax structuring;
• Advise as to qualifying IP and expenditure;
• corporate set –up and corporate services;
• Amortisation issues;
• Transfer-pricing issues;
• tax rulings and negotiations;
• tax opinions;
• Transfer of IP and initial set up;
• VAT issues;
• Ongoing corporate support after the initial set up.

For further information please contact us at:

Clerides, Anastassiou, Neophytou LLC

Limassol, Cyprus

Tel: +357 25 274050

info@cyplaw.com

This material has been prepared by professionals of Clerides, Anastassiou, Neophytou LLC. It is intended as a general guide only, and its application to specific situations will depend on the particular circumstances involved. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied upon as a substitute for such advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, Clerides, Anastassiou, Neophytou LLC accepts no responsibility for any errors or omission it may contain or any opinions contained herein whether caused by negligence or otherwise, or for any losses, however caused, sustained by any person that relies upon it. 

Clerides, Anastassiou, Neophytou LLC provides corporate and commercial legal services, to public and private international and local clients spanning multiple industries. Please visit our internet site at www.cyplaw.com for a full description of our services and representative transactions.  

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without prior permission of the publisher.

THE 4TH EDITION OF “THE INWARD INVESTMENT AND INTERNATIONAL TAXATION REVIEW”

The 4th edition of “The Inward Investment and International Taxation Review” has been recently published by the Law Business Research written by leading tax law firms worldwide giving a summary of the taxation systems for inward investment in key jurisdictions. Our firm has contributed the Cyprus Chapter which gives an overview of the tax and legal regime currently applicable in Cyprus for foreign investors and is a useful tool as a first source of reference for clients wishing to use Cyprus to structure their business holdings. For a free copy of the Cyprus Chapter or to order the complete book please send us an email to admin@cyplaw.com

THE ENFORCEMENT OF TEMPORARY RESTRICTIVE MEASURES ON TRANSACTIONS IN CASE OF EMERGENCY TWENTY SEVENTH DECREE OF 2014

The Enforcement of Temporary Restrictive Measures on Transactions in case of Emergency Twenty Seventh Decree of 2014.

The unofficial translation of the Twenty Seventh Decree is provided in the link below:

http://www.centralbank.gov.cy/media//pdf/27_decree_gov_eng.pdf

For further information please contact us at +357 25 274050 or info@cyplaw.com

This material has been prepared by professionals of Clerides, Anastassiou, Neophytou LLC. It is intended as a general guide only, and its application to specific situations will depend on the particular circumstances involved. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied upon as a substitute for such advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, Clerides, Anastassiou, Neophytou LLC accepts no responsibility for any errors or omission it may contain or any opinions contained herein whether caused by negligence or otherwise, or for any losses, however caused, sustained by any person that relies upon it.

Clerides, Anastassiou, Neophytou LLC provides corporate and commercial legal services, to public and private international and local clients spanning multiple industries. Please visit our internet site at www.cyplaw.com for a full description of our services and representative transactions.

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without prior permission of the publisher.

OVERVIEW OF CYPRUS TAX DEVELOPMENTS DURING THE SECOND HALF OF 2012

The following is an overview of some of the most important tax developments in Cyprus during the second half of the year 2012.

A. Laws introduced pursuant to the MOU agreed between Troika and the Cyprus government for strengthening the public finances

Towards the end of the year, the Cyprus parliament voted a number of legislative actions introducing new as well as amending existing laws in order to strengthen public finances and reduce administrative burden. The laws while forming the basis for more stability in the financial sector retain the full benefits that Cyprus offers as an international business centre. We present and analyze below some of the most important amendments made:

1. Social Insurance Contributions

The rate of Social Insurance Contributions increases by 1% for employers and employees who will contribute a total of 7,8% each. The contribution also increases for the self-employed and voluntary contributors who will contribute a total of 13,6%. This change is effective from year 2014.

2. Restriction of Carry Forward of Tax Losses

Persons, who have an obligation to keep accounting records, prepare audited financial statements and submit tax returns will be able to carry tax losses incurred over the five years following the end of the tax year in which they were incurred, to be offset against taxable income (previously such losses could be carried forward indefinitely).

3. Value Added Tax (VAT)

The standard VAT rate increases to 18% (previously 17%) for the period 14 January 2013 until 12 January 2014 and to 19% from 13 January 2014.
In addition, the reduced VAT rate increases from 13 January 2014 to 9% (previously 8%).

4. Annual Government Levy of €350

The annual levy/license fee of €350, introduced in 2011, from 2013 and onwards becomes payable for all companies. All exemptions previously available (such as dormant companies or companies having no assets or having property in the Turkish occupied areas) are now abolished. The upper ceiling of €20.000 for group companies is also abolished. Further the annual fee is now payable from the year that a new company is registered.

5. Special Contribution on Salaries of Employees & Self Employed in the Private Sector

The provisions of the special contribution law for employees, pensioners and self-employed in the private sector to contribute a percentage of their gross monthly salaries/pensions is extended for an additional period of 3 years (until 31 December 2016). Effective from 1 January 2014, the relevant ranges and contributions of the special contribution change as follows:

Special Contribution 2014- 2016

Monthly Salary or Pension % of Special Contribution

€0-€1.500 0%
€1.501 -€2.500 2,5%
€2.501 -€3.500 3,0%
€3.501 and above 3,5%

The payment of special contribution for employees is divided equally between the employee and the employer.

6. Bank Levy payable by Financial Institutions

From 2013, the bank levy tax rate introduced in 2011 imposed on banks on their total deposits (domestic and foreign), excluding interbank deposits, increases from 0,095% to 0,11% and the provisions of this law are extended indefinitely. Further, with retrospective effect from 2011, the provision that the levy paid would not exceed 20% of total taxable income as well as the provision for refund of the excess levy paid are abolished.

7. Regulations for the Provision of Fiduciary and other Corporate Services

The provision of fiduciary and other corporate services is now regulated by the Cyprus Securities and Exchange Commission and the regulation applies to eligible persons providing such services to or from the Republic of Cyprus (excluded from the scope are lawyers and auditors that are already regulated by their respective regulatory bodies and subsidiary entities of lawyers and auditors). Transitory provisions exist for firms already operating in this field.

8. Exchange of Information

Directive 2011/16/EU on administrative cooperation in the field of taxation which regulates exchange of information between member states on tax matters has been transposed into national law. The Assessment and Collection of Taxes Law has been amended to allow Cyprus to provide information to the competent authorities of another state based on agreements for the exchange of information or the Directive 2011/16/EE of the Council of European Communities of 15 February 2011 on administrative cooperation in the field of taxation. The Director of Inland Revenue may not inform the person for whom the information is requested, if the information could hinder the investigation being conducted.

9. Tax administrative measures

• Filing obligations for non-resident companies: Companies established in Cyprus but are not tax resident in Cyprus, are obliged to submit a tax return until 31 December of the year following the tax year (or March 31 in case of electronic submission) to which it relates to.


• Employers’ returns: Starting 2013 these must be filed electronically.


• Temporary Tax returns: Returns for the provision of temporary tax should now be filed before July 31st instead of August 1st. Installments for the payment of temporary tax is reduced now to two installments instead of three previously and are due on July 31st and December 31st.


• Trusts: Trusts now need to keep accounting records.

Document Retention Period: Companies should keep their accounting records for six years after the end of the calendar year to which they relate to (previously seven).

10. Other laws that were voted
A number of other laws have been voted such as laws reducing or eliminating various subsidies (e.g. child, mother and student), introduction of taxation on winnings from betting on government lotteries and OPAP games and increases in excise duties on tobacco, alcohol and petrol. Further, significant changes have been introduced in relation to the government payroll such as reduction in government employee emoluments and freezing of automatic salary increases, changes in the working hours of the government employees, extension of the special contribution payable by government employees for a further two years to 2016 and changes in the government pension plan.

B. Russian “Black List”
Cyprus has now been officially removed from the so called Russian Black List. As a result the restrictions that normally apply to payments to companies in jurisdictions included in the Black List would not apply with regards to Cyprus companies. A more important consequence is that dividends paid by Cyprus companies to their Russian parent will now be exempt from taxation in Russia.

C. Cyprus International Tax Treaty News
Tax treaty with Ukraine: A new double tax treaty has been signed with Ukraine and the treaty shall be effective on January of the year in which the parties exchange notices of ratification. Although the new treaty is significantly different than the one currently used (the old USSR treaty), it still maintains Cyprus attractiveness for channeling inbound investment into Ukraine. The new treaty establishes a 5% withholding tax rate on dividends when the capital of the dividend paying company is at least Euro100.000 and 15% in other cases. The basic withholding rate on interest payment has been set to a very low 2%, for royalties 5% or 10% depending on the type of IP. More importantly, jurisdiction for taxing capital gains from the disposal of shares is allocated to the country where the alienator is resident irrespective of the underlying asset.

D. Stamp Duty Law
An amendment of the stamp duty law converted the amounts expressed therein from the old Cyprus currency (Cyprus pounds) to Euro. With effect from March 1st, 2013 the bands applicable for the assessment of stamp duty applicable to documents that are subject to stamp duty are as follows:Up to Euro 5.000: Nil
From Euro 5.001-170.000: 0,15%
From amounts exceeding Euro 170.001: 0,20%

Further, the stamp duty payable on documents that are subject to stamp duty has been capped to Euro 20.000.
________________________________________________________________

For further information please contact us at:

Clerides, Anastassiou, Neophytou LLC
Ergoserve Building
Limassol, Cyprus
Tel: +357 25 274050
info@cyplaw.com

This material has been prepared by professionals of Clerides, Anastassiou, Neophytou LLC. It is intended as a general guide only, and its application to specific situations will depend on the particular circumstances involved. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied upon as a substitute for such advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, Clerides, Anastassiou, Neophytou LLC accepts no responsibility for any errors or omission it may contain or any opinions contained herein whether caused by negligence or otherwise, or for any losses, however caused, sustained by any person that relies upon it.

Clerides, Anastassiou, Neophytou LLC provides corporate and commercial legal services, to public and private international and local clients spanning multiple industries. Please visit our internet site at www.cyplaw.com for a full description of our services and representative transactions.

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without prior permission of the publisher.

REFORM OF THE INTERNATIONAL TRUST LAWS

Introduction - The Cyprus International Trusts Law of 1992 (the “Law”) has finally been amended by the Cyprus International Trusts (Amending) Law of 2012 (hereinafter the “Amended Law”). The recent amendments to the Law aim to strengthen the position of Cyprus as one of the most attractive trust jurisdictions by providing a flexible, secure and modern legal and taxation framework.

These amendments have effectively removed any ambiguities and uncertainties which were inherent to the provisions governing international trusts in Cyprus, since they were first enacted in 1992, and inadvertently allow for more flexibility as regards the workings of international trusts whilst at the same time embrace more beneficial provisions regarding inter alia the taxation regime.  The Amended Law now seems to be more easily adaptable to the business needs of today’s ever growing requirements.

We set out below an outline of the key changes brought about by the Amended Law:

Definition of an ‘International Trust’ (Settlor - Trustee – Beneficiary)

The Amended Law incorporates a new definition of what an international trust must consist of in order to be established by removing any difficulties that may have existed in the past as regards the residency of the settlor and the beneficiaries. The Amended Law now provides that an international trust can be established if the settlor and any beneficiary are not Cyprus tax residents in the calendar year preceding the year of the creation of the trust, thus settlors can now relocate to Cyprus after establishing an international trust and beneficiaries no longer need to be non Cyprus tax residents during the life of the trust. The definition of an international trust in the Law used to be more rigid, specifying that both settlors and beneficiaries should not be Cyprus tax residents, without defining however a time-limit to this restriction and excluding thus any flexibility for settlors and beneficiaries wishing ultimately to relocate to Cyprus.

Validity of an international trust and exclusion of any foreign law

All issues arising in connection to the international trusts or any disposition of property to a trust are determined, subject to the terms of the trust, in accordance with the laws of Cyprus, without reference to the laws of any other jurisdiction, for example the powers and duties of the trustees and questions arising in relation to the validity and administration of international trusts and their effect are governed by the laws of Cyprus. It is further provided by the Amended Law that inheritance laws of both Cyprus and other jurisdictions do not interfere in any way with the effect of an international trust thus giving exclusivity to the trust laws of Cyprus as regards Cyprus international trusts by excluding in effect any relevant foreign laws. These provisions aim to surround the workings of an international trust with an iron clad asset protection framework.

Settlor’s Reserved Powers and Interests

The Amended Law stipulates that the maintenance of or grant to the Settlors of rights or interests over the trust property or reserved powers (irrespective of whether such powers are exercised in their capacity as protectors/nominators or enforcers of the trust) do not affect the validity of the trust. A settlor now may have reserved powers to, inter alia, revoke or amend the provisions of the trust, to appoint or remove any trustee, enforcer, protector/nominator or beneficiary of the trust and is able to limit the trustees’ powers which can be exercised only with the consent of the settlor or any other person which is expressly referred to in the terms which govern the trust.

No limit for the duration of an international trust

An international trust that is created on or after the Amended Law coming into force and subject to the terms of the trust has no limit as to the period of its duration, at which time a trust may continue to be valid and enforceable for an indefinite period. This differs greatly from the Law that was in force as regards international trusts, which restricted the duration of a trust to 100 years from the date on which the trust came into force.   According to the Law such an indefinite duration was possible only for charitable or purposes trusts.

Approved Investments

The Amended Law gives the trustee of an international trust investment powers to invest all or part of the capital of the trust as if the trustee was himself the absolute owner of the trust property. Such investment powers of the trustee have now been extended so as to allow the trustees to hold, maintain and/or invest in movable and immovable property located in Cyprus and elsewhere, which also includes investing in shares of a company incorporated in Cyprus.

Taxation of International Trusts

As regards the provisions for taxation of international trusts they have also been amended by the Amended Law and now provide that in the case of a beneficiary who is a resident of Cyprus the income and profits of an international trust derived from sources either within or outside Cyprus shall be taxed in Cyprus. In cases where the beneficiary is a non Cyprus resident the income and profits derived from sources within Cyprus shall be taxed in Cyprus; thus the Amended Law still remains favorable as regards the taxation on international trusts.

Choice of Law

The Amended Law provides that a trust is governed by the law chosen by the settlor, which is expressed or implied by the terms of the document comprising the trust. When the applicable law is not chosen by the settlor or when the chosen law does not have any trust provisions, the trust is governed by the law which is most closely connected to. In this respect a list of conditions need to be considered, i.e. the country that the trust is administered from, the country in which the trust property is located, the country of residence of the trustee, the purposes of the trust and the country in which these shall be materialized.  Further, the Amended Law stipulates that where an international trust contains a choice of law clause in favor of the laws of Cyprus, the provisions of the Amended Law shall apply as a matter of public policy notwithstanding other provisions on conflict of laws which apply in Cyprus. The Amended Law provides in certain cases also exclusive jurisdiction to the Cyprus courts, subject to the terms of the trust.

Other Amendments

Other provisions have also been amended by the Amended Law, to include a clearer image of what is deemed to qualify as a ‘charitable purpose’ in order to be considered as a charitable institution under the Amended Law whereby the purposes of such charitable institutions have been extended to widen the definition of such institutions;  the concept of a ‘protector/nominator’ of an international trust has been introduced by the Amended Law which has been defined as a person other than the Trustee to whom powers of any kind are assigned to by the Trust, including the power to advise the Trustee as to his duties or his right for approval or for veto, including its power for the appointment or cancellation of the appointment of the Trustee.  In general a more detailed definitions list is introduced by the Amended Law to clarify and expand on the legal framework of international trusts in the interest of more certainty.

For further information please contact us at:

Clerides, Anastassiou, Neophytou LLC

Ergoserve  Building

Limassol, Cyprus

Tel: +357 25 274050

info@cyplaw.com

This material has been prepared by professionals of Clerides, Anastassiou, Neophytou LLC. It is intended as a general guide only, and its application to specific situations will depend on the particular circumstances involved. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied upon as a substitute for such advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, Clerides, Anastassiou, Neophytou LLC accepts no responsibility for any errors or omission it may contain or any opinions contained herein whether caused by negligence or otherwise, or for any losses, however caused, sustained by any person that relies upon it.

Clerides, Anastassiou, Neophytou LLC provides corporate and commercial legal services, to public and private international and local clients spanning multiple industries. Please visit our internet site at www.cyplaw.com for a full description of our services and representative transactions.

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without prior permission of the publisher.

CLERIDES, ANASTASSIOU, NEOPHYTOU LLC COMES HIGHLY RECOMMENDED BY LEGAL RANKING AGENCIES

It gives us great pleasure to inform our esteemed clientele and associates that the recent editions of Legal 500 and Chambers and Partners highly praised our firm for the quality and responsiveness of service reflecting the firm’s in-depth expertise with cross border transactions and exemplary value added service.

LEGAL 500

TAX

The recent edition of Legal 500 reports our firm’s team as “highly qualified professionals” with “in-depth experience”. Stavros Clerides, the firm’s tax partner is awarded the “Leading Individual” recognition, the only individual or lawyer awarded by Legal 500 in this field in Cyprus whereas the firm achieved an overall Tier 2 ranking. Legal 500 reports that Stavros Clerides’ “solid grasp of international tax law combined with his knowledge of Cyprus law makes him unique in the marketplace”.

CORPORATE AND M&A

The current edition reports that the firm provides appropriate and skilful advice and an extremely good level of service. The practice head, Effie Anastasiou is reported as very thorough and providing accurate legal advice.

BANKING AND FINANCE

The edition acknowledges the heavy referral work received by international firms. Practice head Effie Anastasiou comes highly recommended.

CHAMBERS AND PARTNERS

The current edition highly recommends the firm and practice heads for their responsiveness, quality of service, value for money services and technical knowledge.

For Tax, practice head Stavros Clerides has achieved a Tier 1 ranking whereas the firm achieved an overall Tier 2 ranking.

Within Corporate and Commercial, clients recommended the firm for strong corporate and commercial know-how and the firm’s excellent value for money and round the clock service. Practice head Effie Anastasiou was praised as very thorough and an excellent negotiator whereas Chambers and Partners commented on Stavros Clerides “that he inspires complete confidence and always makes valuable comments and innovative suggestions”.

We shall continue to provide you with high level of services and offer innovative, value added solutions in our core practice areas, that is Corporate and Commercial, Tax, Private Equity, M&A and Capital Markets.

For further information please contact us at:

Clerides, Anastassiou, Neophytou LLC

Ergoserve Building

Limassol, Cyprus

Tel: +357 25 274050

info@cyplaw.com

This material has been prepared by professionals of Clerides, Anastassiou, Neophytou LLC. It is intended as a general guide only, and its application to specific situations will depend on the particular circumstances involved. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied upon as a substitute for such advice. While all reasonable attempts have been made to ensure that the information contained   herein   is   accurate,   Clerides,   Anastassiou,   Neophytou   LLC  accepts   no responsibility for any errors or omission it may contain or any opinions contained herein whether caused by negligence or otherwise, or for any losses, however caused, sustained by any person that relies upon it.

Clerides, Anastassiou, Neophytou LLC provides corporate and commercial legal services, to public and private international and local clients spanning multiple industries. Please visit our internet site at www.cyplaw.com for a full description of our services and representative transactions.

All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means without prior permission of the publisher.

SEMINAR ON PICIS

A conference has been organised with great success in Warsaw by our office at the Intercontinentale Hotel jointly with a major law firm in Poland and a Cypriot bank about the important advantages Cyprus is offering as a centre for international business activities and more specifically the advantages offered by the Cypriot Collective Investment Schemes for investors doing business in Poland. The seminar covered the tax and legal regime of PICIS in Cyprus as well as the legal and tax framework of collective schemes in Poland and the comparative advantages offered by various jurisdictions. Stavros Clerides, a partner in our office was among one of the key speakers on the seminar.