Lawyer's Blogs

In the evolving landscape of international taxation, Malta remains a cornerstone for businesses seeking a robust, EU-compliant fiscal framework. However, a common point of confusion for many international entrepreneurs is the classification of income as Active or Passive. Under Maltese law, this distinction is not merely academic—it is the deciding factor between an effective tax rate of 5% or 10%.The Core Mechanism: Full Imputation and RefundsMalta operates a "Full Imputation System." While the statutory corporate tax rate is 35%, shareholders are entitled to a tax refund upon dividend distribution. The size of this refund depends on the nature of the income:Trading (Active) Income: Shareholders are generally entitled to a 6/7ths refund, resulting in an effective tax rate of 5%.Passive Interest and Royalties: Shareholders are entitled to a 5/8ths refund, leading to an effective tax rate of 10%.Defining "Passive" Income: The Default PositionIncome from interest or royalties is considered passive if it is not derived, directly or indirectly, from a trade or business. If a Maltese company simply holds intellectual property or an intercompany loan without any operational...

For a long time, Cyprus has been synonymous with a tax haven and a "legal offshore within the EU," serving as a base jurisdiction for holding structures, regional headquarters, and cross-border investment models. The combination of EU membership, English common law tradition, an extensive network of Double Tax Treaties (DTTs), and stable corporate legislation has made Cyprus a conventional choice for international investors.However, practical experience shows that the effectiveness of a Cypriot holding company is determined not by the mere fact of its registration, but by the quality of its legal and operational structuring. A formalistic approach to incorporation often creates hidden risks that manifest during tax audits, banking compliance checks, corporate disputes, or M&A preparations.Corporate Structure and Governance DesignGiven the advancement of digitalization, the technical procedure for setting up a company in Cyprus is straightforward. However, key decisions are made at the structuring stage, requiring individual attention to specific issues, namely:Allocation of share capital and anti-dilution mechanisms;Voting ratios and factual control over the company;Economic...

With the beginning of a new calendar year, businesses face changes not only in legislation but also in their operational models. As we move further into the second quarter of the 21st century, new standards are emerging for the banking and electronic payments industry. Failure to adapt to these standards may result in a loss of competitive positioning and market relevance. The payments sector is evolving rapidly, and providers must respond to increasingly demanding customer expectations.Real-Time Transfers: No Longer an Option, but a StandardReal-time payment systems have become an established regulatory standard in major jurisdictions.In the European Union, the Instant Payments Regulation (IPR) has entered into force, requiring banks and payment service providers to support SEPA Instant Credit Transfers — payments credited within 10 seconds and available 24/7/365 without additional fees. The regulation also introduces mandatory verification of payee and requires equal pricing for instant and regular transfers, enhancing security and reducing fraud risks.These developments mean that not only traditional banks but also fintech platforms operating in the EU must fully adapt their...

The development of e-commerce and digital services within the European Union has significantly complicated VAT administration for businesses. Selling goods and services to end consumers in different EU countries traditionally required VAT registration in each jurisdiction separately.To simplify these processes, the European Union introduced the One Stop Shop (OSS) mechanism — a single system for declaring and paying VAT for cross-border B2C operations. For Cypriot companies actively operating in the European market, OSS has become a key tool for tax compliance.What OSS is and how it worksOne Stop Shop is an electronic portal that allows businesses to:● register for VAT purposes in one EU member state;● submit a single quarterly declaration for all relevant B2C operations within the EU;● pay VAT centrally, after which tax authorities distribute the amounts among the countries of consumption.The OSS system was launched on 1 July 2021 as part of a major EU VAT reform and is now the main mechanism for accounting for distance sales of goods within the EU and providing certain services to individuals in various member states.Who can use OSSThe OSS scheme covers several...

Today, entrepreneurs especially in the small and medium-sized business sector are increasingly facing a paradox: trademark registration seems like something technical and simple. Everything looks quite intuitive: you go to the USPTO website, fill out a form, pay $350, and receive a certificate. But this apparent simplicity is the biggest trap.In reality, trademark registration is a high-stakes legal game. And, as practice shows, most entrepreneurs lose it not because they have a bad brand, but because they do not understand the rules of the game.A trademark is not just a logo. It is your property. Your market. Your monopolized segment. And any mistake in the registration process or in maintaining your rights can cost you tens of thousands of dollars, years of work, and sometimes even the business itself.In this article, we as lawyers practicing intellectual property law in the United States will explain:• why most self-filed applications end in refusals or disputes;• what specific mistakes applicants make and why they are critical;• which risks are not obvious at the filing stage but become decisive after 6-12 months;• how real court cases demonstrate how fragile...

With the rise of digital content, copyright and intellectual property doctrines are being interpreted in new ways and shaping modern judicial and legal practice. Authors of digital (and other) works, some based on their own experience, others following recommendations, often include intellectual property disclaimers and claims of undisputed authorship as a preventive measure against potential lawsuits and media scandals. Yet, such “amulets” do not guarantee protection.Recently, the U.S. Court of Appeals for the Ninth Circuit issued a decision in Yonay v. Paramount Pictures Corporation, concerning copyright claims over the film Top Gun: Maverick. The plaintiffs, Shosh Yonay and Yuval Yonay, heirs of Ehud Yonay, author of the article Top Guns (1983) which inspired the original 1986 film, argued that the 2022 film infringed their copyrights because Paramount had not renewed the license after the rights reverted in 2020. The appellate court affirmed the lower court’s decision dismissing the claim due to the absence of the circumstances cited by the plaintiffs. Let’s examine the arguments and key factors behind the ruling.The lawsuit followed the 2020 legal termination of the...

The Mercury payment service began to close the accounts of American companies that have Ukrainian founders or employees. Shocked customers received a message from Mercury telling them their accounts had been closed. In its further explanations, the service clarified that strict measures will be applied to companies where Ukrainians live in Ukraine. A significant number of clients faced the urgent task of opening accounts elsewhere in a short period of time. The situation does not become simpler, because Ukrainians also face the question of remote opening procedures. Here are some alternative options for opening: 1. Payoneer • Features: Payoneer allows you to open a business account with the ability to receive payments in different currencies. The registration and verification procedure takes place online. This platform is popular among freelancers and small businesses. • Important: We are the official representative of Payoneer in Ukraine, and our partnership agreement allows us to offer unique service conditions to our clients (dedicated private manager, special reduced rates for service). 2. Wise Business • Features: Wise provides a multi-currency...

Article structure:The concept of venture investment Venture investment goalsInvestment stagesWe attract investment in startups. Convertible Notes, SAFETaxation of investmentsHow FBS can help1. What is venture investing?Venture investing (VC) in IT solutions, in contrast to conservative investment methods, for example, shares, ETF, or government bonds, is a high-risk way of investing to obtain multiple returns from innovative solutions in the field of modern technologies. Successful cases in this business amount to rates of x100 or more (in fact, much more) of the invested funds of investors.For example, one of the most successful venture funds Andreessen Horowitz has the following successful investment examples:  - 2009: $50 million in Skype, which will be acquired by Microsoft in 2011 for $8.5 billion.  - 2011: Investments in Zynga, Groupon and Instagram. Investments in Instagram amounted to 250 thousand US dollars, and income from the acquisition of Facebook in 2012 amounted to 78 million US dollars.  - 2012: $100 million investment in GitHub, generating $1 billion in profit for the fund.It should be noted that venture capital is not necessarily financial resources - it can...

The Ministry of Human Resources and Emiratization has announced the revision of labor laws in the United Arab Emirates with the introduction of Federal Decree-Law No. 33 of 2021 Governing Labor Relations and its Executive Regulations, in accordance with Cabinet Order No. 1 of 2022, which dialed effective February 2, 2022. By Ministry Resolution No. 27 of 2023, the UAE government has extended the transition period for fixed-term contracts from February 1, 2023 to December 31, 2023.Human resource management systems in Dubai must be able to adapt and incorporate any changes made by the UAE government. Below are some of the changes you should be aware of.Term contracts onlyThe new law abolishes the idea of open-ended contracts and allows only fixed-term contracts (maximum duration of three years). By February 2, 2023, companies must transfer all current employees who have open-ended contracts to fixed-term contracts.Notice for the probationary periodAlthough the new law retains the six-month limit for the probationary period, it now requires any party wishing to terminate employment during the probationary period to give at least 14 days' notice, and if the employee joins another...