INTRODUCTION TO FortGate

A GUIDE TO TAX EXEMPT COMPANIES IN SAINT LUCIA

Preface

This Guide is concerned primarily with “exempted companies” or “International Business Companies”; and no reference has, therefore, been made to those provisions of the Companies Act which regulate the carrying on of business by local companies in Saint Lucia. Broadly speaking, local companies are required to have at least 51% of their issued share capital beneficially owned by Saint Lucians. Exempted companies are formed primarily for the benefit of non-residents of Saint Lucia, to enable such persons to carry on business outside Saint Lucia or with other exempted undertakings in Saint Lucia. “Exempted”, in relation to an exempted company, implies exemption from, inter alia, the requirement that taxes be paid on net profit or Capital gains. All references in this Guide to “dollars” or “$” are to United States (US) dollars. It is recognised that this Guide will not completely answer detailed questions which clients and their advisers may have. It is intended to provide a sketch of Saint Lucia’s legal and regulatory environment in relation to exempted and permit companies. The Guide is, therefore, designed as a starting-point for a more detailed and comprehensive discussion of the issues.

FortGate

Forgate Offshore Investment and Legal Services LTD., is licensed under the Saint Lucia registered agents and trustees licensing act and holds a General Registered Agents Licence No. 026, being authorized to provide offshore company formation and management services in Saint Lucia. As such, it is regulated and supervised by the Saint Lucia financial Services Regulation Authority. Saint Lucia operates an online registry system for IBCs which are in turn operated by Registered Agents as is the case in almost all other offshore jurisdictions. See http://www.saintluciaifc.com/ pinnacle which is our online system for more information.

FortGate maintains an adequate professional indemnity insurance coverage. The principals and the management team of the company have passed stringent vetting by the Financial Services Commission as regards their professional competence, experience and personal integrity.

We provide offshore company formation and administration, registered agent and registered address services, professional directorship and company management services, shareholders' services and custody of documents, mail forwarding, virtual office and secretarial services, bank account introductions and management, corporate searches and filings, drafting of corporate and business documentation. We also have a significant funds business which is seeing rapid growth due to the ease with which funds managers can establish and manage a Saint Lucia funds using US brokerage accounts to trade on the US market. EU brokerage accounts are also available to our clients with equal interest.

The formation of an IBC usually takes between one to two business days depending on the complexity of the company being incorporated. A bank account can be opened within three to four business days and accounts can be held in a number of currencies including USD, GBP, EUR, CAD, JPY, AUD, HKD, NZD, SEK, CHF, THB, NOK, ZAR and XCD.

We will work closely with the client to establish the ideal banking system and open an account for you immediately following the formation of the IBC. There is no limit to the amount of cash that can be wired into the offshore account nor is there any limit to the amount that can be held. Saint Lucia has a highly advanced banking system with zero risk to account holders with regards to monies held in accounts. Wire transfers to and from the account will usually take 48 hours and the cost of each transfer

is fixed at US$50.00. Below is a comparison table showing Bermuda Company Formation Typical Fee schedule compared to our fee schedule. You will find we offer extremely competitive rates in the offshore space. However we and our affiliates can offer the services listed in any of the jurisdictions below Bermuda or Saint Lucia, should the client have a specific preference for one.

There are no financial reporting requirements for either Saint Lucia or Bermuda incorporated tax exempt companies. Bermuda companies may amount an auditor to audit its financial statements which much be presented to each shareholders, however the shareholders can waive the right to receive these statements. In all cases there is no requirement with regards a Saint Lucia company or a Bermuda company, that financial accounts be presented to the registrar for companies in either jurisdiction.

Saint Lucia’s Tax Exempt Company Legislation:

International Business Companies or IBC's may be registered in St. Lucia under the International Business Companies Act by: Incorporation, Continuation, Merger or Consolidation. The following are the key features of the Act:

All companies must have a Registered Agent and a Registered Office.

The Act provides for confidentiality of Shareholders, Directors and Officers. Only the registered agent and the registered office are public records.

IBC's may elect to be exempted from income tax or to be liable to income tax on profits and gains at 1%. Also IBCs are not subject to stamp duties, withholding tax and capital gains tax.

No audit or annual filing required unless the IBC elects to pay tax. The government fee is the only annual requirement.

Great flexibility and control of the operations of the IBC. The shareholders can limit the powers of the directors through the memorandum and articles of Association, or through a unanimous shareholder agreement.

Low annual fee: US $300.

The incorporation and annual fee is the same whether the capital of the company is less than or greater than US $50,000.

There is no requirement for local directors and meetings of directors may be held anywhere.

All Registered Agents are regulated to ensure professional and efficient service.

Nominee shareholders and directors may be used.

Allows for shares with and without par value.

Makes provision for tax concessions for any specially qualified person working for the IBC in St. Lucia.

The IBC is not subject to exchange control.

Please feel free to visit our website at www.fortgateoffshore.com for more information about the services we provide. I would be interested in a referral arrangement with you either independent of our respective businesses or on a fee sharing basis and/or commission agreement. In any event I would be happy to insert your company at the top of our referral list if you think there is scope for any future collaboration. We are specifically interested in service providers who can complement our own so that our clients will have a more comprehensive bundle of services offered to them in terms of banking, trust providers, and also financial services providers similar to ourselves. I look forward to any feedback or thoughts you may have.

Fortgate Offshore Investment and Legal Services LTD 9 Red Tape Lane The Morne Castries Saint Lucia Wes tIndies P.O. Box 838

Telephone (London): +44 07527089165

Telephone (St.Lucia): +1 758 285 7447

Fax: +1 758 452 2493

Email: tonjaka.hinkson@fortgateoffshore.com

theresa.hinkson@fortgateoffshore.com

…………………………………….......... TONJAKA HINKSON-DIRECTOR

Prepared on behalf of Fortgate Offshore Investment and Legal Services LTD

Author- Tonjaka Hinkson- Attorney and Director of Compliance and Fiduciary Services.