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Low maintenance entity to hold pre-IPO shares

Juleski70

New member
Aug 18, 2022
36
20
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Canada & Philippines
My wife is tax-resident in the Philippines and is being offered equity in a (Singapore-resident) company with a good chance of having an IPO (in the US) in the next two years.
  • The Philippines has no capital gains concept for foreign shares, so if she held the equity personally, they'd treat all gains as regular income (~35%)
    • but also, the Philippines is also pretty mismanaged/under-resourced to track gains outside of the country
  • We're looking for a jurisdiction (and business structure) to hold the (private) shares (value is currently notional), so that if the company succeeds in the IPO, she'd be able to sell the shares (= opening an IBKR account?) and minimize taxes on the gains. We're looking for:
    • easy/inexpensive setup, low reporting requirements (essentially a dormant, single-asset holding company that may or may not be worth anything, depending on IPO success)
    • if it requires in-person setup, it would be nice if it were in one of: US, Canada, Singapore (all places we'll be in the next few months) or any other SE asian country that's a quick cheap flight away from Manila (Malaysia, Thailand or even HK)
  • If the IPO is successful, she wouldn't need to immediately re-patriate the cash to the Philippines
What would work?
 
Somewhere like Marshall Islands would suffice but it will cost you about $2000 a year.

You could use a UK LTD because its cheap to maintain but check if a foreign shareholding with a foreign owner is still applicable for tax.