Madeira International Business Center
The Madeira International Business Center (MIBC) is Portugal’s answer to attracting foreign direct investment in the services sector.
Under the MIBC, the Autonomous Region of Madeira, and Portugal, grant the lowest corporate tax rate of the European Union and one of the lowest corporate tax rates worldwide.
With advantage of operating within the European Union, MIBC dully licensed companies are not characterized as “offshore” and are totally entitled to benefit from all Double Taxation Treaties (“DTT”) signed by Portugal, as well as from the EU Directives applicable to tax matters.
All companies duly licensed to operate within the MIBC, are entitled to benefit from the following tax benefits, provided that the conditions for admission to the mentioned Madeira IBC regime are complied with (Substance Requirements):
- A reduced corporate income tax rate of 5% applicable to profits derived from operations exclusively carried out with non-resident entities or with other companies operating within the ambit of the MIBC;
- Non-resident single and corporate shareholders of MIBC companies will benefit from a full exemption from withholding tax on dividend remittances from the Madeira companies, provided that they are not resident in jurisdictions included in Portugal’s “black list”.
- Portuguese corporate shareholders will also be exempt if holding a participation of at least 10% for 12 consecutive months;
- Full access to the participation exemption regime;
- Exemption on capital gains payments to shareholders not resident in black listed jurisdictions;
- No withholding tax on the worldwide payment of interest, royalties and services;
- Documents, contracts and other operations requiring public registration carried out by MIBC companies will benefit from an 80% exemption on stamp (capital) duty, provided that other parties involved are not resident in Portuguese territory or are also companies operating within the legal framework of the MIBC;
- Companies licensed in the MIBC will also benefit from an exemption of 80% applicable to municipal property tax and property transfer tax, regional and municipal surtax as well as any other local taxes.
The following tax benefits apply for a trust incorporate within the MIBC:
- Trusts are fully exempt from taxation on dividends received from shares, royalties or interest received on the deposits.
- All (non-financial) income distributed from the Trustee to the Trust’s Beneficiaries is fully exempt of taxation provided these Beneficiaries are corporate entities licensed to operate within the MIBC or non-Portuguese resident entities/individuals.
Shipping and chartering companies have full access to the above mentioned tax benefits.
In addition, non-Portuguese crew members aboard commercial vessels and yachts registered in the Madeira International Shipping Registry are not obliged to contribute to the Portuguese social security regime provided some form of insurance is guaranteed, public or private.
In the case of Portuguese nationals or residents in Portuguese territory shall be mandatory covered by the general Portuguese social security regime. In this case, a total contribution rate of 2,7% will be applicable, of which 2,0% shall be borne by the employing entity and 0,7% by the employee.
All crew members will be exempt from personal income tax in Portugal.
Most types of international service activities will be allowed such as international trading, e-business and telecommunications, management services, consulting services, as well as the ownership of intellectual property, the development of real estate investments or the holding of participations through the incorporation of a SGPS – the Portuguese pure holding company.
SGPS companies may have the legal form of an S.A. or of a Lda. company and must have as its single object the management of shares held in other companies.
It should be noted that general services companies, nevertheless, may also hold participations in addition to the undertaking of their commercial activity.
The Portuguese law foresees the following types of companies that can be incorporated within the MIBC:
- Private Limited Company (Lda.);
- Single Partner Limited Company (Unipessoal Lda.);
- Private Limited Company (S.A.);
- Holding Company (SGPS);
- Limited Partnership Company;
- General Partnership Company.
Nevertheless, the most common types of companies incorporated in Portugal are either a (Single Partner) Private Limited Company or a Private Limited Company. This is due to the fact that no minimum share capital is required for these types of companies.
Apart from the above, the MIBC is the only jurisdiction in Portugal that allows the incorporation of trusts.
In accordance with the law, in a Madeiran Trusts, the Settlor shall expressly designate the law that will regulate the Trust. Furthermore, and if desired, it is possible to substitute the chosen law at any time during the Trust’s existence.
The above means that any material change in the elected Law of the trust, will allow that the Trust Deed is simply amended and another Law preferred to regulate the same. If, on the other hand, the Trust would be actually located in said (initial) jurisdiction this would mean that the Trust would have to be re-domiciled (if permitted) or extinguished.
Nevertheless, trusts are not allowed to have, directly, pure financial activity.
To qualify for the tax reductions, companies incorporated in Madeira’s IBC have to comply with one of the following pre-established requirements:
- Creation of one to five full-time job post(s) in the first 6 months of operation and undertake a minimum investment of €75.000 in the acquisition of fixed assets, tangible or intangible, in the first two years of operation; or
- Creation of six or more full-time job posts in the first 6 months of operation.
On the other hand, the reduced corporate tax rates are applicable up to a ceiling placed upon the annual taxable income, which varies according to the number of employees, as follows:
|Number of Full-Time Job Posts||Minimum Investment||Ceiling|
|1 – 2||€75,000||€2,730,000|
|3 to 5||€75,000||€3,550,000|
|6 to 30||–||€21,870,000|
|31 to 50||–||€35,540,000|
|51 to 100||–||€54,680,000|
|More than 100||–||€205,500,000|
In order to prevent abuse of the existing tax benefits within the MIBC, all dully licensed companies will be subject to one of the following maximum annual limits applicable to the tax benefits of the present regime:
- 20,1% of the annual Gross Value Added, or
- 30,1% of the annual incurred labour costs, or
- 15,1% of the annual turnover.