Looking for tips on Curacao + Cyprus Incorporation/Banking/License

[Bots]

I have some rough knowledge on the topic now, but no actual experience and I know there's a big difference there.

I know the following:

1.) I need to incorporate a company and appoint a Local director for the company in Curacao + have a business "located" in curacao to receive a license

2.) The business should be located in E-commerce park to receive the 2% e-zone tax rate

3.) The Cypriot company and merchant account are needed to work with payment processors (Such as Gamemoney and Payop)

4.) The Cypriot company is a subsidiary of the Curacao company therefore all money that goes through it is taxed at the curacao rate of 2%

That's about the extent of my knowledge, it's not much. I've been told to fly there and do the ground work myself but I can't do that at the moment and need to get the license asap. I heard PWC will re-direct me to formation services like HBM group/E-management for what I need. There is a PWC location near me and they said they can probably communicate with the Curacao location, just waiting on a call back.

I know I am missing about 90% of what I need to know so any tips are very appreciated, thank you!

 

[Sols]

Welcome to the Mentor Group! thu&¤#

Bots said:
3.) The Cypriot company and merchant account are needed to work with payment processors (Such as Gamemoney and Payop)
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Yes and no. You only need the EU company to contract with PSPs that for one reason or another cannot or will not contract with a Curaçao company. This used to be a bigger deal back when you could get MCC 7995 processing for Curaçao and it worked. That's not the case anymore. You can sign plenty of PSPs with the Curaçao company directly.

It's still a good idea to have an EU subsidiary, though, but it is less vital than before.

Bots said:
4.) The Cypriot company is a subsidiary of the Curacao company therefore all money that goes through it is taxed at the curacao rate of 2%
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No, you have to leave some profits in the Cyprus company. Otherwise even the gentle Cypriot tax authority might give you problem as you are in violation of Transfer Pricing regulations. It's easy to navigate, but make sure it's covered in the service agreement between the two companies. Leave enough to cover the running costs and a tiny profit, which you pay CIT on, and then either keep as cash reserves or remit to the parent as dividends.

Bots said:
That's about the extent of my knowledge, it's not much. I've been told to fly there and do the ground work myself but I can't do that at the moment and need to get the license asap.
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No need to go to Curaçao in person. Go to conferences, though.

With Pinnacle having left Curaçao there is almost nothing physically left of the igaming industry there. It's just CSPs.

Bots said:
I heard PWC will re-direct me to formation services like HBM group/E-management for what I need. There is a PWC location near me and they said they can probably communicate with the Curacao location, just waiting on a call back.
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Another CSP in Curaçao that might be interesting for you is XCM. They have a higher risk appetite than HBM, which if you're doing skins/virtual goods might be required.

Bots said:
I know I am missing about 90% of what I need to know so any tips are very appreciated, thank you!
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As I said in the other thread: plan for the future. Even the CSPs are nervous. This time next year and 2024 will look be different than today in Curaçao. Uncertainty isn't good for business.

How are your competitors handling it? What are they doing now that takes 6”“12 months to complete that won't be public knowledge until after they launch it? Are they staying in Curaçao or going elsewhere?

Bring in expertise to help you. Not just people in Curaçao. Work with advisers that see the whole spectrum. It's hard to drop names here and absent physical conferences to network at, start by looking around LinkedIn. Chances are you or one of your investors/business partners either know someone or know someone who knows someone.

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This is the probably the answer to your question.

 

[Bots]

Sols said:
Yes and no. You only need the EU company to contract with PSPs that for one reason or another cannot or will not contract with a Curaçao company. This used to be a bigger deal back when you could get MCC 7995 processing for Curaçao and it worked. That's not the case anymore. You can sign plenty of PSPs with the Curaçao company directly.
Click to expand...

I read a few articles about MCC 7995 and it seems like it's a bad thing. Are you saying that the Curacao company won't flag as a MCC 7995 when received as an incoming payment now? Sorry if I'm way off target on this one.

Sols said:
No, you have to leave some profits in the Cyprus company. Otherwise even the gentle Cypriot tax authority might give you problem as you are in violation of Transfer Pricing regulations. It's easy to navigate, but make sure it's covered in the service agreement between the two companies. Leave enough to cover the running costs and a tiny profit, which you pay CIT on, and then either keep as cash reserves or remit to the parent as dividends.
Click to expand...

Okay that makes sense. I was looking into Transfer Pricing and the arm's-length principle. It all seems very complicated to me and illegal to transfer money from the Cypriot merchant account to the curacao corp and not pay tax on that money. What exactly would be included in the service agreement between the two companies you are mentioning? Also is there any benefit tax or legal wise keeping money in "cash reserves" in the Cypriot account as apposed to sending the money over to the curacao company?

Sols said:
No need to go to Curaçao in person. Go to conferences, though.

With Pinnacle having left Curaçao there is almost nothing physically left of the igaming industry there. It's just CSPs.
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Okay thank you for the reassurance on this part.

Sols said:
Another CSP in Curaçao that might be interesting for you is XCM. They have a higher risk appetite than HBM, which if you're doing skins/virtual goods might be required.
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Thank you. I really appreciate the help so far guys.

 

[Bots]

Would a regular bank account be needed for the Cypriot corp or only a merchant account. I'm wondering if money can be transferred directly from the merchant account to the Curacao corp.

Also with the Curacao corp, would a merchant account be needed for that? From what I understand the Cypriot corp and merchant account is sort of a safety net if we can't work with PSPs from the Curacao corp, though you've said it's much easier to do so than in the past. So if a PSP would work with the merchant account from curacao it would be much more beneficial for us to do that rather than going through the Cypriot company as it's less of a hassle and the 2% tax rate will be paid on all the money instead of only the lion share of it which would be the case in Cyprus.

 

[Sols]

Bots said:
I read a few articles about MCC 7995 and it seems like it's a bad thing. Are you saying that the Curacao company won't flag as a MCC 7995 when received as an incoming payment now? Sorry if I'm way off target on this one.
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You are maybe a little off target but that's OK. Payments processing and banking are the hardest parts to solve.

MCC 7995 is used to identify transactions as gambling. There are no acquirers that contract directly with a Curaçao company and open a direct MID (merchant account) and code it as 7995. This is when you need the EU company to contract with an EU acquirer and process 7995 transactions. However, because of increased crackdown on offshore gambling, 7995 is either completely blocked or only permitted from whitelisted merchants in many/most markets.

Non-7995 processing is therefore used by most operators. It is against card scheme regulations, so you are now operating in a dark grey or pitch black environment. The Cyprus company is no longer required because you are several steps removed from the acquirer.

Bots said:
Okay that makes sense. I was looking into Transfer Pricing and the arm's-length principle. It all seems very complicated to me and illegal to transfer money from the Cypriot merchant account to the curacao corp and not pay tax on that money. What exactly would be included in the service agreement between the two companies you are mentioning? Also is there any benefit tax or legal wise keeping money in "cash reserves" in the Cypriot account as apposed to sending the money over to the curacao company?
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It's mostly for appearances sake but it's also good to have in case you need to pay setup fees with banks/PSPs or pay for other goods and services that for whatever reason an EU company is better.

Bots said:
Would a regular bank account be needed for the Cypriot corp or only a merchant account. I'm wondering if money can be transferred directly from the merchant account to the Curacao corp.
Click to expand...

To be precise, you're most likely not going to get a regular bank account for the Cyprus company. At least not when you start out. You will need to run around and open multiple accounts with different EMIs.

Some PSPs can settle to the parent, but some cannot. If you have a PSP agreement with the Cyprus company, you'll need to prepare for it to receive settlements.

Bots said:
Also with the Curacao corp, would a merchant account be needed for that? From what I understand the Cypriot corp and merchant account is sort of a safety net if we can't work with PSPs from the Curacao corp, though you've said it's much easier to do so than in the past. So if a PSP would work with the merchant account from curacao it would be much more beneficial for us to do that rather than going through the Cypriot company as it's less of a hassle and the 2% tax rate will be paid on all the money instead of only the lion share of it which would be the case in Cyprus.
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The Cyprus company is only taxed on its profits. If you run 20 million EUR in a year through it, but only keep a fractionas profits, the Cyprus company pays 12.50% tax on that fraction. This is why it's important to maximize how much you can take out of the Cyprus company, while also keeping the tax authority happy and off your back.

Last edited: Jun 13, 2021
Toggle signature
This is the probably the answer to your question.

 

[AMD]

now you are inside, check Admin's list of trusted providers, you will find HB Management there which are very professional and have been in business for decades.
https://www.offshorecorptalk.com/th...hy-offshore-company-formation-services.26419/

 

[Bots]

AMD said:
now you are inside, check Admin's list of trusted providers, you will find HB Management there which are very professional and have been in business for decades.
https://www.offshorecorptalk.com/th...hy-offshore-company-formation-services.26419/
Click to expand...

HB Management is the same entity as HBM Group right?

 

[Bots]

Sols said:
The Cyprus company is only taxed on its profits. If you run 20 million EUR in a year through it, but only keep a fractionas profits, the Cyprus company pays 12.50% tax on that fraction. This is why it's important to maximize how much you can take out of the Cyprus company, while also keeping the tax authority happy and off your back.
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All payments received by the Cypriot company from PSPs would be profit unless it was all used for business and marketing expenses. So this is an issue, paying 12.5% on a decent chunk of our revenue. 20-30% of all volume on similar sites to us are through gift cards and banking payment methods. Is there anyway to get around paying this 12.5% rate with the company located in Cyprus legally?

Sols said:
You will need to run around and open multiple accounts with different EMIs.
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Why is that? I don't understand what EMIs have to do with receiving payments from a PSP.

Sols said:
MCC 7995 is used to identify transactions as gambling. There are no acquirers that contract directly with a Curaçao company and open a direct MID ( merchant account) and code it as 7995. This is when you need the EU company to contract with an EU acquirer and process 7995 transactions. However, because of increased crackdown on offshore gambling, 7995 is either completely blocked or only permitted from whitelisted merchants in many/most markets.
Click to expand...

I don't understand this part because in a previous post you said this:

Sols said:
Yes and no. You only need the EU company to contract with PSPs that for one reason or another cannot or will not contract with a Curaçao company. This used to be a bigger deal back when you could get MCC 7995 processing for Curaçao and it worked. That's not the case anymore. You can sign plenty of PSPs with the Curaçao company directly.
Click to expand...

This leaves me confused when it comes to the relationship between the curacao company and PSPs, I am unsure if it can work with them or it can't, in the most recent message you said even the EU company 7995 transactions are completely blocked. With that info I don't see how there is a solution to working with PSPs at all then.

 

[Sols]

Bots said:
All payments received by the Cypriot company from PSPs would be profit unless it was all used for business and marketing expenses. So this is an issue, paying 12.5% on a decent chunk of our revenue. 20-30% of all volume on similar sites to us are through gift cards and banking payment methods. Is there anyway to get around paying this 12.5% rate with the company located in Cyprus legally?
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No, that's not how it works.

Do you think that the Cyprus/EU subsidiaries for all of these non-EU operators are paying CIT on their entire processing volume? They do not. First of all, CIT is not paid on revenue. It's paid on profit. Second, not everything the subsidiary processes is profit.

Bots said:
Why is that? I don't understand what EMIs have to do with receiving payments from a PSP.
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Because there is a near-0% chance that regular banks will touch you.

Bots said:
I don't understand this part because in a previous post you said this:

This leaves me confused when it comes to the relationship between the curacao company and PSPs, I am unsure if it can work with them or it can't, in the most recent message you said even the EU company 7995 transactions are completely blocked. With that info I don't see how there is a solution to working with PSPs at all then.
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MCC 7995 for Curaçao EU subsidiaries is attainable. However, MCC 7995 is in many countries blocked (by the acquirer and/or by the local issuers) or only permitted for whitelisted (locally licensed) operators. So you need non-7995 solutions as well, for which the EU company often isn't strictly necessary.

I mean this in a helpful way, but I get the impression you're trying to do all of this by yourself, without having the required knowledge. Know your limitations. It's OK for a founder to now have deep understanding of every aspect of the business. This is where your co-founders/team and advisers will fill the gap.

Toggle signature
This is the probably the answer to your question.

 

[Bots]

Sols said:
Do you think that the Cyprus/EU subsidiaries for all of these non-EU operators are paying CIT on their entire processing volume? They do not. First of all, CIT is not paid on revenue. It's paid on profit. Second, not everything the subsidiary processes is profit.
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We won't be paying out via any banking related methods, only crypto and skins. So anything we receive into this account is technically profit unless it's spent on marketing or other business expenses.

Sols said:
Because there is a near-0% chance that regular banks will touch you.
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We don't need to accept banking related payments directly only through PSPs like Payop and GamePay, which I think will go smoothly with the Cypriot merchant account, that's what all the other sites are doing who work with those 2 PSPs to take Visa/Mastercard.

Sols said:
I mean this in a helpful way, but I get the impression you're trying to do all of this by yourself, without having the required knowledge. Know your limitations. It's OK for a founder to now have deep understanding of every aspect of the business. This is where your co-founders/team and advisers will fill the gap.
Click to expand...

Yeah I appreciate it, I want to get a decent understanding of how it works before getting in touch with accountants and lawyers in these countries so they don't think I'm a complete idiot. It's good to get the basic fundamentals before trusting someone with all the banking of my business.

 

[Bots]

It seems when I call pwc in Curacao I get forwarded to Grant Thornton, maybe they took over their old number or location, I am unsure. If pwc is no longer working within Curacao would grant thornton be a good option? I spoke to one of their Cyprus locations in detail about what we are looking for and he said they can do it + they have locations in Curacao and Cyprus which is good because we wouldn't have to work with 2 different companies for accounting and lawyer work and they could more freely pass info between each other.

Maybe someone can help me out with this, Deloitte is another option as they have locations in both Curacao and Cyprus but I heard a few negative things regarding them. Thanks in advance!

 

[Sols]

I almost never see any of the Big Four or others like them (i.e. Grant Thornton) being used for gambling in Curaçao. Maybe for non-gambling corporate services but most of those companies don't have the risk appetite for gambling.

Toggle signature
This is the probably the answer to your question.

 

[Bots]

Sols said:
I almost never see any of the Big Four or others like them (i.e. Grant Thornton) being used for gambling in Curaçao. Maybe for non-gambling corporate services but most of those companies don't have the risk appetite for gambling.
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PWC is considered within the big 4 and I was referred to them by an admin in the prior thread, Grant Thornton Cyprus location worked with cryptopia which seems very high risk but I am unsure. I spoke with Grant Thornton Cyprus and they seemed to be able to work with me under the circumstances of the Cyprus company being a subsidiary of the corporation in Curacao which I mention was a gaming site. I Will have to look into it more myself but I understand where you are coming from.