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Transaction structure & jurisdictionsJohn Fulton, Head of Tax
© HKAC | Hong Kong | 3 Nov 15 | 2
© HKAC | Hong Kong | 3 Nov 15 | 3
Transaction structure & jurisdictions
1 Developing a deal structure with SPC
© HKAC | Hong Kong | 3 Nov 15 | 4
Transaction structure & jurisdictions
2 Tradability of assets
© HKAC | Hong Kong | 3 Nov 15 | 5
Transaction structure & jurisdictions
3 Suitable jurisdictions for operating leasing
© HKAC | Hong Kong | 3 Nov 15 | 6
Transaction structure & jurisdictions
1 Developing a deal structure with SPC
2 Tradability of assets
3 Suitable jurisdictions for operating leasing
© HKAC | Hong Kong | 3 Nov 15 | 7
© HKAC | Hong Kong | 3 Nov 15 | 8
Transaction structure & jurisdictions
1 Developing a deal structure with SPC
© HKAC | Hong Kong | 3 Nov 15 | 9
Developing a deal structure with SPC
Lessee[ ]
© HKAC | Hong Kong | 3 Nov 15 | 10
Developing a deal structure with SPC
Lessee[ ]
Operating lease
© HKAC | Hong Kong | 3 Nov 15 | 11
Developing a deal structure with SPC
Lessee[ ]
Lessor
Operating lease
© HKAC | Hong Kong | 3 Nov 15 | 12
Developing a deal structure with SPC
Lessee[ ]
Lessor[Ireland]
Operating lease
© HKAC | Hong Kong | 3 Nov 15 | 13
Developing a deal structure with SPC
Lessee[ ]
Lessor[Ireland]
Operating lease
Loans, shares, other interests
Investors[ ]
© HKAC | Hong Kong | 3 Nov 15 | 14
Developing a deal structure with SPC
Lessee[ ]
Lessor[Ireland]
Operating lease
Loans, shares, other interests
Investors[ ]
No WHT
Efficient tax
No WHT
© HKAC | Hong Kong | 3 Nov 15 | 15
Developing a deal structure with SPC
Lessee[ ]
Lessor[Ireland]
Head lease
Loans, shares, other interests
Investors[ ]
No WHT
Efficient tax
No WHT
[ ]Operating lease
© HKAC | Hong Kong | 3 Nov 15 | 16
© HKAC | Hong Kong | 3 Nov 15 | 17
Transaction structure & jurisdictions
1 Developing a deal structure with SPC
© HKAC | Hong Kong | 3 Nov 15 | 18
Developing a deal structure with SPC
Ultimate investor pays tax (if any) only at home
and
minimal tax impediments on the way through
© HKAC | Hong Kong | 3 Nov 15 | 19
Developing a deal structure with SPC
• Entry (eg. aircraft purchase, delivery, import, financing, security)
• Term(eg. aircraft rentals, interest, expenses)
• Exit (eg. aircraft redelivery, export, sale)
© HKAC | Hong Kong | 3 Nov 15 | 20
Developing a deal structure with SPC
1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees
2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping)
3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes
© HKAC | Hong Kong | 3 Nov 15 | 21
© HKAC | Hong Kong | 3 Nov 15 | 22
Transaction structure & jurisdictions
2 Tradability of assets
© HKAC | Hong Kong | 3 Nov 15 | 23
Tradability of assets
1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees
2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping)
3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes
© HKAC | Hong Kong | 3 Nov 15 | 24
© HKAC | Hong Kong | 3 Nov 15 | 25
Transaction structure & jurisdictions
3 Suitable jurisdictions for operating leasing
© HKAC | Hong Kong | 3 Nov 15 | 26
Suitable jurisdictions for operating leasing
1 (Entry) Purchase VAT, import VAT, customs duty, stamp duty, registration fees
2 (Term) WHT (rent and interest), VAT, Corporate tax (rate, deductions, grouping)
3 (Exit) Corporate tax (rate, deductions, recapture, grouping), transfer taxes
© HKAC | Hong Kong | 3 Nov 15 | 27
Lessee[ ]
Lessor[Ireland]
Head lease
Loans, shares, other interests
Investors[ ]
No WHT
Efficient tax
No WHT
[ ]Sub lease
Suitable jurisdictions for operating leasing
© HKAC | Hong Kong | 3 Nov 15 | 28
