I own and manage company A, and I need to sell services to company C.
Due to business reasons, I do not want anybody to be able to trace the deal directly from A to C, nor anybody to be able to trace my person in connection with any business held with company C.
I therefore want to incorporate a company B to act as a middleman, hence the trade being A to B to C.
Company B is owned and directed by a nominee.
The trading volume will be in the range of some hundreds of thousands of euros, possibly hitting the million within one year of activity.
As company A and company C are both in EU countries, I need company B to be in a different, third EU country to avoid triggering any VAT.
The setup poses a few problems, and I'm looking for the most suitable solutions:
To solve problem #1, and avoid triggering any of the extremely harsh VAT fraud mechanism, I need to use a legit nominee and ensure both company A and company C perform a thorough due diligence on company B. Taking all the needed steps (UBO and director verification, proof of service, proof of payment, respecting the average market price etc...) will allow all the companies involved (being it A, B or C) to proof the trade is legit in case of any accusation of missing trader/carousel fraud.
To solve problem # 2, I thought about getting a 5% shareholding through darks, and appoint myself as the company treasurer, function performed as an external consultant. As this is not an official positions, that won't show up anywhere. The appointment of the treasurer is disclosed only to the bank(s) of company B, while instructing them not to allow the director to touch a penny. To change the treasurer, the agreement of 100% of the shareholders is required, which the nominee director and UBO cannot accomplish as 5% of the ownership is beyond his control.
Still, that 5% is under the UBO threshold and is not a big issue for banks and for the VAT inspectors, should any suspicion arise.
An alternative to it would be to have a nominee UBO holding 100% of the shares, and a professional director (say, the same accountant of the company), still appointing myself as the company treasurer. In this instance, though, there's always a remote possibility the director to be corrupted by the UBO (or vice versa) and both of them to access the bank accounts and steal the funds.
Both of my solutions to problem #2 seem overly complicated and do not convince me in the end. Any advice to prevent nominee directors to access the funds would be highly appreciated.
Solution to problem #3 would be to setup a reasonable amount of bank accounts and EMI, splitting the turnover on several of them.
The flow would still be quite simultaneous, as in going in and out on the same day, but at least the amount wouldn't be horribly high.
In this case, I would appreciate any advice you may have on the thresholds that can be used.
I also considered the possibility of using an offshore company B. Nevertheless I fear thank would rise many more red flags in comparison to a whole EU scheme.
Any thoughts?
Thanks!
Due to business reasons, I do not want anybody to be able to trace the deal directly from A to C, nor anybody to be able to trace my person in connection with any business held with company C.
I therefore want to incorporate a company B to act as a middleman, hence the trade being A to B to C.
Company B is owned and directed by a nominee.
The trading volume will be in the range of some hundreds of thousands of euros, possibly hitting the million within one year of activity.
As company A and company C are both in EU countries, I need company B to be in a different, third EU country to avoid triggering any VAT.
The setup poses a few problems, and I'm looking for the most suitable solutions:
- I won't be performing any illegal activity, nor having a missing trader / carousel scheme in place. Nevertheless, I'd be exchanging a relatively high amount of services and money with an EU triangulation
- How can I guarantee that the nominee of Company B does not access the funds? Ideally, I have all the internet banking credential. Still, he can walk in any of the banks I'm using, claim the credential have been stolen or compromised, and reset the whole system. I lose access, he gains it. I'm screwed
- Money will flow fast on company B's bank accounts. As in, 10k in in the morning, 10k out by the evening. The money flow will be constant from A to B to C, hence from country A to country B to country C. I wonder if this can pose any doubt to the financial institutions involved.
To solve problem #1, and avoid triggering any of the extremely harsh VAT fraud mechanism, I need to use a legit nominee and ensure both company A and company C perform a thorough due diligence on company B. Taking all the needed steps (UBO and director verification, proof of service, proof of payment, respecting the average market price etc...) will allow all the companies involved (being it A, B or C) to proof the trade is legit in case of any accusation of missing trader/carousel fraud.
To solve problem # 2, I thought about getting a 5% shareholding through darks, and appoint myself as the company treasurer, function performed as an external consultant. As this is not an official positions, that won't show up anywhere. The appointment of the treasurer is disclosed only to the bank(s) of company B, while instructing them not to allow the director to touch a penny. To change the treasurer, the agreement of 100% of the shareholders is required, which the nominee director and UBO cannot accomplish as 5% of the ownership is beyond his control.
Still, that 5% is under the UBO threshold and is not a big issue for banks and for the VAT inspectors, should any suspicion arise.
An alternative to it would be to have a nominee UBO holding 100% of the shares, and a professional director (say, the same accountant of the company), still appointing myself as the company treasurer. In this instance, though, there's always a remote possibility the director to be corrupted by the UBO (or vice versa) and both of them to access the bank accounts and steal the funds.
Both of my solutions to problem #2 seem overly complicated and do not convince me in the end. Any advice to prevent nominee directors to access the funds would be highly appreciated.
Solution to problem #3 would be to setup a reasonable amount of bank accounts and EMI, splitting the turnover on several of them.
The flow would still be quite simultaneous, as in going in and out on the same day, but at least the amount wouldn't be horribly high.
In this case, I would appreciate any advice you may have on the thresholds that can be used.
I also considered the possibility of using an offshore company B. Nevertheless I fear thank would rise many more red flags in comparison to a whole EU scheme.
Any thoughts?
Thanks!
