Substance matters are becoming tougher within Europe and worldwide for tax purposes, therefore, some clients may prefer to have more physical presence in the place of practicing thanvirtual office services. One of the possible strategies to increase substance – is to establish a functional management office. Substance issues usually arise when local tax authorities require confirmation that the business of the company takes place in the country where the company is registered: they want to see actual presence of commercial activity in stated jurisdiction.

A Company with substance is a company abroad that resembles a classical 'offshore' company, but has so called 'substance' (presence), meaning it has local staff that is on salary, a local physical office and has real local expenditures of running a business, in other words – a management office. It resembles more an actual local company but has ties to onshore business.

For more and more businessmen the economic substance of their company is becoming an overwhelming exercise. Creating economic substance has become quite a hazard, as tax authorities, banks and governmental institutions are looking deeper and deeper into the two main questions: 'What is the actual place of management and control of the company?' and 'Who is the Beneficial Owner?'

Confidus Solutions can provide the substance office in various jurisdictions worldwide, including numerous famous offshore jurisdictions. However, considering the level of complexity and efficiency of providing substance, we would highly recommend considering the following jurisdictions as top choices: Latvia, Cyprus, Lithuania and Hungary - as in those states we can offer more advanced services, rather than purely Virtual Office, as well as more solid grounds to believe that the Company operates in the specific location. The question of Company’s actual place of management and control has lately become crucial not only for tax authorities, but as well for business partners, suppliers, banks and adversaries due to implementation of intergovernmental tax legislation and rapid development of international and online trade.

Top choices:

Management Office in Cyprus
Management Office in Latvia
Management Office in Bulgaria

Importance of economic substance
Establishing an economic substance in registered jurisdiction may be essential during inspection of local tax authorities. However, the process of establishing substance must be diligently evaluated prior to doing so, as under certain conditions it may go against your initial goals and business structure. Substance needs to be addressed in order to avoid a higher tax burden on your enterprises and to prevent big tax-disputes arising with your tax authority.

Businesses have for many years relied upon 'offshore' or non-resident structures to reduce or defer taxes and improve returns for investors. This has been particularly popular with private equity and real estate structures. But, increasingly, and particularly within the EU, tax authorities are demanding more, if the case for tax non-residence and\or relief from local taxes is to be given. Usually ‘more’ is interpreted as having more substance and physical presence in the stated jurisdiction.

Nowadays, there are still many structures established in such a way that there is so-called double non-taxation, implying that in both countries there is no effective tax levied on the overall proceeds realised within the structure. The ultimate goal is to prevent the granting of treaty benefits in the case of international corporate structures which are only set up to enjoy the beneficial terms of the applicable double taxation treaties.

When having a substance is beneficial
Having a substance is beneficial when you have planned on creating an offshore or onshore entity and want the highest protection possible in regards to it being recognized by international and regional tax authorities. In order to avoid problems, your international corporate structure must be set up as an actual and 'real' corporate structure.

Based on the actual role the company plays in your worldwide structure, there needs to be a relevant level of ‘real’ activity. In practice this means, for example, that the registered address of the company should not coincide with that of several hundred other companies and the director of the company should not be a director in hundreds of other companies simultaneously. In other words, your corporate address should at least be unique and the director should have a real function in the company.

Germany is a social market economy with a large capital stock, a highly qualified workforce, a high level of innovation and low levels of corruption. It is the largest economy in Europe and the fourth largest nation in the world in terms of nominal GDP. In addition to the intelligent economy and productive market structure, Germany also offers investment opportunities in its real estate segment.

What influences the German real estate market?
The volatility of the real estate market can be explained by numerous macroeconomic and social factors in the country. Due to the zero interest rate policy of the European Central Bank, mortgage interest rates remain at record lows and offer historically favorable financing conditions. In addition, the quantitative easing (QE) policy being pursued by the ECB is leading to higher liquidity, increasing investment pressure as investors seek potential investment opportunities with above-average returns in relatively safe sectors. QE is also weakening the euro, making the German real estate market even more attractive to investors from outside the euro zone.

New projects and construction activities lag far behind the growing demand, which leads to rising property prices. The German Property Index (GPI), which measures the return on all real estate investments in Germany, reached 14.7% in 2016, a record level since German reunification. The demand for high-quality real estate is increasing due to the demographic and overall economic development in Germany – ongoing urbanization and growing metropolitan areas. Germany is experiencing a positive reversal in birth rates and other demographic factors. The birth rate rose from 1.39 to 1.50 per woman between 2011 and 2015. In addition, Germany has a persistent migration surplus, which can partially compensate for the demographic imbalance.

Commercial real estate, especially office space, is also in high demand due to record employment and the low unemployment rate, and is also benefiting from increasing purchasing power and high consumer spending. Logistics and warehouse real estate is crucial for growing businesses and is therefore in high demand due to the increase in wholesale and retail trade. Below you will find an overview of the most important sectors of the German real estate market.

Residential real estate
The residential real estate market was able to recover from the financial crisis and market stagnation in the years after 2009. Residential property construction projects have risen steadily in recent years, resulting in around 277,000 completed residential units in 2016. 2015 Residential real estate With a total investment of EUR 170 billion, 60% of the total construction volume in Germany went into construction. Despite a significant increase in building permits issued (375,400 permits issued in 2016) and a record level of completed projects, demand still significantly exceeds the volume of completed residential projects.

Future prospects call for applications for new building permits to increase to 272,000 units per year by 2020 and further slow down to 230,000 units per year by 2030. Meanwhile, the number of residential properties could increase to 380,000 units in the short term due to increased immigration.

However, the demand for residential real estate differs greatly from region to region. In some regions, the gap between demand and supply could close soon, especially in eastern Germany. In some regions, especially in prosperous metropolitan areas, the available housing units will remain very scarce.

Along with the insufficient supply, the asking rents have risen accordingly. In large cities in particular, the trend towards rising rents is quite dynamic. For example, the annual growth rate of residential rents in Germany has been around 1.7% since 2004. In the meantime, rents in Berlin and Munich have risen by 3.9% and 3.5% annually, respectively. Both cities recorded an annual growth in purchase prices of 6% in this real estate sector.

Office Properties
Similarly as residential properties, also office properties’ market is in a good and forward-looking shape mainly due to positive migration balance and historically low unemployment rates. In 2016, approximately 3.9 million square meters of office space was rented in the top 7 cities in Germany. This indicates a growth of 12% in comparison to the previous period. A particularly dynamic development was observed in Frankfurt, Cologne and Stuttgart with growth rates ranging between 25% and 48.4%. Meanwhile, Hamburg, Dusseldorf, Munich and Berlin have experienced a cool-down in floor-space turnover in comparison to previous years.

The overall vacancy rate of office properties has decreased due to several factors: a dynamic demand, a slow expansion of floor space and high pre-letting rates. Across the top 7 cities mentioned above, the vacancy rate decreased by 0.7% points to 4.9%. In the top 7 real estate locations in Germany, the prime office rents range between 21 EUR/m2 and 37.50 EUR/m2 giving an attractive potential for investment return. This especially applies to Berlin, where rents have increased by more than 17% in comparison to 2015 reaching 28.7 EUR/m2. Currently, the highest office rents are in Frankfurt and Munich (37.50 EUR/m2 and 35 EUR/m2 accordingly).

Local investors retain the dominant market position accounting for around 60% of the total transaction activity in office property market. Meanwhile, foreign investors account for approximately two fifths (or 20.9 billion EUR) of the transaction volume.

Material matters are becoming increasingly difficult for tax purposes in Europe and globally, therefore some clients may prefer a stronger physical presence at the place of exercise than virtual office services. One of the possible strategies for increasing substance is the establishment of a functional office. Content issues usually arise when local tax authorities require confirmation that the company's operations are taking place in the country where the company is registered: they want to see that commercial activity actually exists in the specified jurisdiction.

A company of substance is a company abroad that resembles a classic “offshore” company but has what is called “substance” (presence), i.e. a business, in other words – an administrative office. It's more like a real local company but has ties to the onshore business.

For more and more entrepreneurs, the economic substance of their company is becoming too much for them. Creating economic substance has become quite the gamble as tax authorities, banks and government institutions delve ever deeper into the two main questions: 'Where is the real place of governance and control of the company?' and 'Who is the beneficial owner?'

Confidus Solutions can offer Substance Office in various jurisdictions worldwide including numerous famous offshore jurisdictions. However, considering the complexity and efficiency of content delivery, we would strongly recommend considering the following jurisdictions as your first choice: Latvia, Cyprus, Lithuania and Hungary - as we can offer more advanced services in these states instead of just a virtual office, as well more solid reasons to believe that the company operates in the specific location. The question of the actual place of management and control of the company has recently become not only for tax authorities, but also for business partners, suppliers, banks and opponents due to the implementation of interstate tax legislation and the rapid development of international trade and online trade of crucial importance.

Top selection:

Administrative office in Cyprus
Administrative office in Latvia
Administrative office in Bulgaria
Importance of economic substance
Establishing economic substance in a registered jurisdiction can be critical to verification by local tax authorities. However, the process of creating substance must be carefully evaluated beforehand, as under certain conditions it can run counter to your initial goals and business structure. The substance needs to be addressed in order to avoid a higher tax burden on your business and to avoid major tax disputes with your tax authority.

Corporations have relied on “offshore” or non-resident structures for many years to reduce or defer taxes and improve returns for investors. This is particularly popular with private equity and real estate structures. But increasingly, and particularly within the EU, tax authorities are demanding more if the reason for tax non-resident status and/or local tax exemption is to be given. Usually "more" is interpreted as having more substance and physical presence in the indicated jurisdiction.

Today there are still many structures that are set up in such a way that there is what is known as double non-taxation, meaning that there is no effective tax levied in either country on the total proceeds generated within the structure. The primary goal is to prevent the granting of treaty benefits to international corporate structures that are only geared to the advantageous conditions of the applicable double tax treaty.

When there is an advantage in having a substance
Having substance is an advantage if you are contemplating the formation of an offshore or onshore entity and want the highest possible protection in terms of recognition by international and local tax authorities. To avoid problems, your international corporate structure must be set up as an actual and "real" corporate structure.

Based on the actual role the company plays in your worldwide structure, there must be a relevant level of "real" activity. In practice, this means, for example, that the registered office of the company should not be the same as that of hundreds of other companies and the director of the company should not be the director of hundreds of other companies at the same time. That means your company address should at least be unique and the managing director should have a real function in the company.

A joint-stock company is a form of corporation that acquires legal personality from the date of its incorporation and is commonly used for the conduct of business. The company's share capital consists of the total contributions of its shareholders. The shares can be publicly traded, which provides an incentive for investors needed for further business development. At the time of the incorporation of the company, the shareholders can declare it a closed company, which means that shares can be transferred to any person, but the current shareholders must have a prior disclaimer. At the time of incorporation, shares may be issued in a variety of forms, including bearer, registered, or preferred.

Functions of a joint-stock company
The ultimate goal of all businesses is to run a business and make a profit. A joint-stock company is a useful type of company for attracting investors and additional funding in return for the investor receiving shares that give the right to dividends. Stock corporations often grow into large corporations. They are most commonly found in the financial services sector – credit institutions, banks, insurance companies and other payment and financial institutions are very often public companies. These companies obviously need financial stability and plentiful funds in an emergency.

Advantages and disadvantages of a joint stock company
The advantage of this type of incorporation concerns the liability thresholds. In principle, the shareholders of a stock corporation are only liable up to the amount of their contribution to the company. So if the company goes bankrupt, creditors cannot claim compensation or seek damages from the shareholders personally. Conversely, the company is not liable for the liabilities of its partners. The strict separation between shareholder and corporate liability follows the principle of the legal person.

Another benefit is the ability to raise the necessary funds to start the business. In the start-up phase, it can be difficult for a company to obtain seed capital. However, if few business partners make an investment to achieve a single goal, the business start-up plans are likely to be more realistic. At the same time, joint investments are directly linked to joint profit sharing. So if the company is making a profit, the dividends should be paid pro rata to each shareholder.

The duties and powers of a board of directors of a company are based on the applicable commercial law and the articles of association of the company. A public company typically has a two-tiered board of directors, which helps to control day-to-day decision-making and prevent mistakes, but a complicated governance structure can hamper the speed of decision-making at times when rapid response is required.

If you are planning to set up a company in the form of a public company, we strongly recommend that you contact us beforehand. We will inform you comprehensively and in detail about tax planning options and the most efficient corporate structure for your company.

Types of public companies
Corporations can be both public and private. Partnerships are companies owned by private individuals, regardless of whether they have one or more partners. In a private company, shares can be transferred to anyone the current shareholder elects and usually shares are transferred under the terms of a share purchase agreement. Shareholder status grants the right to actively participate in the business and decision-making process.

Public companies do not necessarily have to be owned by the government or any other governmental entity. A public joint-stock company is a company whose shares can be freely traded on the open market through a stock exchange, and therefore the list of shareholders is not fixed and can be changed flexibly. One of the leading exchanges is called NASDAQ. A stock exchange acts as an intermediary and publishes information about the value of the stock. If a public company needs more funds, it can issue additional shares and offer them for trading. Accordingly, further funds are invested in the company. Anyone can track the stock's value on a public website, which provides an objective indicator of the company's financial status. For example, if the company is not profitable and is likely to get into trouble, the stock value will decline.

The term corporation can also be used to refer to a corporation that is owned by the government or controlled in whole or in part by a public entity. This classification is based on the origin of the company's funds. Often companies providing public services such as heating, water, sewerage and public transport are incorporated in the form of joint stock companies and such companies are owned by the local community. In some cases, 51% of the shares in a public limited company are owned by the state and the remaining shares are offered for public trading on the stock exchange.