TMF
We hereby take great pleasure in providing you with an outline of the range of services
TMF could provide your corporation in Israel and around the globe.
Our reputation for long-term relationships with clients is built on providing high quality services at a reasonable cost, close coordination and mutual cooperation. This policy established us as preferred service provider of many global corporations from which references could be provided upon request.
All of us at TMF sincerely hope to establish business relationship with you and we
appreciate any opportunity to discuss this Overview of Services in more detail with you at your earliest convenience.
Our reputation for long-term relationships with clients is built on providing high quality services at a reasonable cost, close coordination and mutual cooperation. This policy established us as preferred service provider of many global corporations from which references could be provided upon request.
All of us at TMF sincerely hope to establish business relationship with you and we
appreciate any opportunity to discuss this Overview of Services in more detail with you at your earliest convenience.
Overview of Services
1. DOMICILIARY, MANAGEMENT & CORPORATE SECRETARIAL
SERVICES
We believe that outsourcing services to TMF Group would enable you to focus on your
core business operations while entrusting the administrative part of the business to a service
provider who is able to meet your exact requirements.
Domiciliary, Management & Corporate Secretarial Services represent services connected
with the administration of companies. Their content is carrying out all administrative duties
for the company as prescribed by local legislation. Fees charged for providing corporate
secretarial services are based on the hours worked by our team multiplied by the
corresponding hourly rate. In the framework of corporate services, TMF can offer
assistance in the following:
Provision of a Registered Address
TMF is able to provide its clients with a registered address complete with high quality
office space and business premises with standard features and fittings, as well as
furnishings to meet all business requirements. In addition to representative surroundings,
TMF offers clients a range of services to help them do business efficiently, from secretarial
support to ICT services. TMF can also act as a mailbox of the company and diligently
process all communications delivered to the registered address. Moreover, TMF can
maintain accurate books and records available for inspection at any time.
Company Incorporation & Acquisition
TMF has established excellent contacts with local professionals involved in the phases of
incorporation. These professionals include public notaries, tax and legal advisors, to name
only a few. As your local representative, TMF will manage and co-ordinate the
organisation of complex corporate structures. TMF offers both the opportunity to purchase
a ready-made company or to incorporate a new legal entity.
Provision of our Managing Director/Supervisory Director or Attorney-in-Fact
Many clients require more than a registered address. They need to keep pace with more
complex and comprehensive support to maintain their compliance. As a Managing
Director, TMF becomes (co-) responsible for the day-to-day management of the local client
company and will ensure the company's good standing in accordance with local
requirements. Moreover, an independent Managing Director will provide more comfort by
acting as second signatory. Depending on a client’s preference, TMF can also provide
Supervisory Directors or Attorneys-in-Fact. If required, TMF has a network of seasoned
professionals in different industries that can provide invaluable expertise.
Meetings of the Company’s Authorities
In accordance with the demands resulting from legislation and your internal rules, we can
call and organize General, Board of Directors, and Advisory Committee meetings, prepare
all necessary documents (e.g. invitations and minutes of the General Meeting), and
complete all other related steps (e.g. we ensure the presence of a Notary or Extract from the
List of Shareholders).
Registration of Data and Any Changes
Every change of the company’s basic data (e.g. change of executive or change of the
business name) must be duly documented (e.g. Commercial Register or Financial
Authority) with the relevant authorities. TMF prepares all necessary documents and
satisfies all notification and registration duties, which in turn saves you time.
Revision of Documents and Proceedings of the Company in Line with Local Rules
Legalities prescribe the terms of the corporate documents (e.g. Incorporation Document or
Memorandum of Association) and regulate a variety of corporate administrative
responsibilities (e.g. preparation, approval, certification and deposition of the Annual Report).
Their observance is subject to the control of administrative authorities and enforced by the
threat of penalty. TMF, by keeping track of the corporate documents of your company,
helps you to uncover and remove their inadequacies, as well as shortcomings in the course
of carrying out various required duties.
Information about Legislative Changes
In-depth knowledge regarding current laws and timely notification of changes in the laws
ensures proper and appropriate action that needs to be taken. TMF will notify you about
any changes in the legal requirements and legislation and provide details of how they apply
to your corporation.
1. DOMICILIARY, MANAGEMENT & CORPORATE SECRETARIAL
SERVICES
We believe that outsourcing services to TMF Group would enable you to focus on your
core business operations while entrusting the administrative part of the business to a service
provider who is able to meet your exact requirements.
Domiciliary, Management & Corporate Secretarial Services represent services connected
with the administration of companies. Their content is carrying out all administrative duties
for the company as prescribed by local legislation. Fees charged for providing corporate
secretarial services are based on the hours worked by our team multiplied by the
corresponding hourly rate. In the framework of corporate services, TMF can offer
assistance in the following:
Provision of a Registered Address
TMF is able to provide its clients with a registered address complete with high quality
office space and business premises with standard features and fittings, as well as
furnishings to meet all business requirements. In addition to representative surroundings,
TMF offers clients a range of services to help them do business efficiently, from secretarial
support to ICT services. TMF can also act as a mailbox of the company and diligently
process all communications delivered to the registered address. Moreover, TMF can
maintain accurate books and records available for inspection at any time.
Company Incorporation & Acquisition
TMF has established excellent contacts with local professionals involved in the phases of
incorporation. These professionals include public notaries, tax and legal advisors, to name
only a few. As your local representative, TMF will manage and co-ordinate the
organisation of complex corporate structures. TMF offers both the opportunity to purchase
a ready-made company or to incorporate a new legal entity.
Provision of our Managing Director/Supervisory Director or Attorney-in-Fact
Many clients require more than a registered address. They need to keep pace with more
complex and comprehensive support to maintain their compliance. As a Managing
Director, TMF becomes (co-) responsible for the day-to-day management of the local client
company and will ensure the company's good standing in accordance with local
requirements. Moreover, an independent Managing Director will provide more comfort by
acting as second signatory. Depending on a client’s preference, TMF can also provide
Supervisory Directors or Attorneys-in-Fact. If required, TMF has a network of seasoned
professionals in different industries that can provide invaluable expertise.
Meetings of the Company’s Authorities
In accordance with the demands resulting from legislation and your internal rules, we can
call and organize General, Board of Directors, and Advisory Committee meetings, prepare
all necessary documents (e.g. invitations and minutes of the General Meeting), and
complete all other related steps (e.g. we ensure the presence of a Notary or Extract from the
List of Shareholders).
Registration of Data and Any Changes
Every change of the company’s basic data (e.g. change of executive or change of the
business name) must be duly documented (e.g. Commercial Register or Financial
Authority) with the relevant authorities. TMF prepares all necessary documents and
satisfies all notification and registration duties, which in turn saves you time.
Revision of Documents and Proceedings of the Company in Line with Local Rules
Legalities prescribe the terms of the corporate documents (e.g. Incorporation Document or
Memorandum of Association) and regulate a variety of corporate administrative
responsibilities (e.g. preparation, approval, certification and deposition of the Annual Report).
Their observance is subject to the control of administrative authorities and enforced by the
threat of penalty. TMF, by keeping track of the corporate documents of your company,
helps you to uncover and remove their inadequacies, as well as shortcomings in the course
of carrying out various required duties.
Information about Legislative Changes
In-depth knowledge regarding current laws and timely notification of changes in the laws
ensures proper and appropriate action that needs to be taken. TMF will notify you about
any changes in the legal requirements and legislation and provide details of how they apply
to your corporation.
2. BOOKKEEPING & REPORTING SERVICES
TMF is fully prepared to provide statutory bookkeeping and reporting services to your
corporation. Statutory bookkeeping services include the maintenance of the client’s books
and records in accordance with local legislation and directives, and the preparation and
filing of all required reports and specifications.
Accounting-related functions performed by TMF:
Initial set-up of the accounting system
Filing of external and internal original documents
Processing the data into the system
Report preparation for statutory & management purposes
Acting as a second signature on payment instructions
Assisting during an audit
Preparation of Financial Statements
IFRS and US/UK GAAP Reporting include the preparation of a complete set of financial
statements in compliance with IFRS or US/UK GAAP. Specifically it entails the
identification and introduction of the necessary adjustments to the statutory accounts, the
preparation of the financial statements with the notes thereto, and the disclosure of the
accounting policies applied.
Consolidated Reporting Services
TMF is specialised in consolidating the activities of all of a client’s companies into one
report. Each local TMF office prepares the statutory accounts and the necessary
management reports in the local language, in accordance with appropriate legal
requirements and regulations. Management reports are then consolidated and the entire
package, consisting of local statutory accounts and internal management accounts is
presented to the responsible head office.
All TMF offices are electronically interconnected and use the same accounting, spreadsheet
and word-processing software, enabling its systems to operate in a highly efficient manner.
As a result, you receive an easy-to-read, consistent report of all activities, as well as the
underlying local and international management reports, on a timely basis.
Reconciliation of Data
TMF will ensure that the differences between the US/UK GAAP accounting and the local
statutory books will be reconciled at least once per year. Differences will be classified in
“Permanent Tax Differences”, e.g. because of local investment incentive programs, and
“Temporary Tax Differences”, e.g. because of different depreciation lengths.
Specific Projects
TMF can handle the set-up or re-organisation of accounting systems, including inflationary
accounting systems and techniques. TMF can also assist in implementing software
packages, establishing accounting control procedures, preparing the books of accounts and
the financial statements for audit purposes, the training of accountants and any other
services you may require from time to time.
Tax-filing Services
With respect to our tax-filing services, although our Group policy does not allow us to
provide tax advice (except in certain jurisdictions), we do provide tax-filing services that
include, amongst others, the filing of the Value Added Tax, Income Withholding Tax and
Corporate Income Tax in accordance to local requirements in cooperation with your local
tax advisor.
TMF is fully prepared to provide statutory bookkeeping and reporting services to your
corporation. Statutory bookkeeping services include the maintenance of the client’s books
and records in accordance with local legislation and directives, and the preparation and
filing of all required reports and specifications.
Accounting-related functions performed by TMF:
Initial set-up of the accounting system
Filing of external and internal original documents
Processing the data into the system
Report preparation for statutory & management purposes
Acting as a second signature on payment instructions
Assisting during an audit
Preparation of Financial Statements
IFRS and US/UK GAAP Reporting include the preparation of a complete set of financial
statements in compliance with IFRS or US/UK GAAP. Specifically it entails the
identification and introduction of the necessary adjustments to the statutory accounts, the
preparation of the financial statements with the notes thereto, and the disclosure of the
accounting policies applied.
Consolidated Reporting Services
TMF is specialised in consolidating the activities of all of a client’s companies into one
report. Each local TMF office prepares the statutory accounts and the necessary
management reports in the local language, in accordance with appropriate legal
requirements and regulations. Management reports are then consolidated and the entire
package, consisting of local statutory accounts and internal management accounts is
presented to the responsible head office.
All TMF offices are electronically interconnected and use the same accounting, spreadsheet
and word-processing software, enabling its systems to operate in a highly efficient manner.
As a result, you receive an easy-to-read, consistent report of all activities, as well as the
underlying local and international management reports, on a timely basis.
Reconciliation of Data
TMF will ensure that the differences between the US/UK GAAP accounting and the local
statutory books will be reconciled at least once per year. Differences will be classified in
“Permanent Tax Differences”, e.g. because of local investment incentive programs, and
“Temporary Tax Differences”, e.g. because of different depreciation lengths.
Specific Projects
TMF can handle the set-up or re-organisation of accounting systems, including inflationary
accounting systems and techniques. TMF can also assist in implementing software
packages, establishing accounting control procedures, preparing the books of accounts and
the financial statements for audit purposes, the training of accountants and any other
services you may require from time to time.
Tax-filing Services
With respect to our tax-filing services, although our Group policy does not allow us to
provide tax advice (except in certain jurisdictions), we do provide tax-filing services that
include, amongst others, the filing of the Value Added Tax, Income Withholding Tax and
Corporate Income Tax in accordance to local requirements in cooperation with your local
tax advisor.
3. HUMAN RESOURCE & PAYROLL SERVICES
TMF’s payroll services for small entities are commonly calculated as set-up fee per
employee, exit fee per employee, monthly fixed fee per employee, year-end fee, and hourly
fees.
Please note that there will be an initial one-time set-up fee charged to the client company in
some countries. It represents a formal registration of your company with the relevant
authorities as well as the company’s payroll system set-up. The monthly fixed fee per
employee includes payroll calculation, payslips preparation and obligatory payroll payment
deductions to relevant authorities on a monthly basis.
An hourly fee is charged for any ad hoc client’s requests or additional work, such as:
Handling queries of the employees
Meetings with the client or the employees
The assistance with hiring and firing
Working out labour contracts on a pre-agreed basis
Preparation of standard job descriptions
Preparation of a standard employee handbook
Executing salary payments, etc.
Such work performed is charged on the basis of TMF hourly fees that vary depending on
seniority of staff and jurisdiction involved.
TMF is organized to accommodate complete payroll administration for its clients, whether
they have 1 or 10,000 employees. Each office employs highly experienced payroll
administrators and uses carefully selected payroll software.
Through our payroll services we ensure:
Strict confidentiality of salary information by applying specific systems and procedures
Effective and efficient communications with the client
Flexible fee structures and salary administration costs Salary Calculations
Gross salary schema
“Net to gross” salary schema
Foreign currency based salaries
Inflation adjusted salary schema
Statutory Reporting & Compliance with Local Legislation
Payroll statements
Declarations required for the various social security funds
Filing of payroll statements and related declarations with the relevant authorities
Employee fiscal certificates
Preparation of additional acts for changes in salaries
Registration of employment contracts and additional required acts
Labour books administration
Complete Management Reporting & Cost Analysis
Reports and analyses by departments, teams or other cost centres
Net – Gross – Total Salary Cost analysis
Comparative reports by cost centres and/or reporting periods (monthly or quarterly)
4. INTERNATIONAL VAT SERVICES
Companies doing business within the European Union can face complex VAT requirements
and reporting obligations. Add in language and cultural barriers, and obstacles can seem
insurmountable. This can leave businesses exposed to cash losses and burdensome filing
requirements.
TMF VAT Services can help ensure your business stays compliant across Europe, and
avoids cash flow risks. This service is provided with a single point-of-contact service for
the whole of Europe at no additional expense for TMF’s clients
European VAT Compliance
With over 35 offices in Europe, TMF’s VAT professionals are expert in the compliexities
and variations in the VAT rules across all of the European countries. This includes:
• When and how to register for VAT
• The variations in VAT invoicing rules
• How to complete VAT returns
• Payment rules and procedures for settling any VAT due
• Reclaiming VAT credits
• Deregistering for VAT
• Handling VAT audits by local tax authorities
• EC Sales Lists and Intrastat filings
Fiscal Representation
In many situations, both EU and non-EU companies operating in Europe are required to
appoint a fiscal representative. TMF VAT can serve in this role, and operates the market’s
largest fiscal representative network.
VAT Recovery
Where companies have suffered EU VAT, TMF can assist with the speedy and efficient
reclaim of this tax. Our VAT staff across Europe are familar with all the local rules and
requirements, guaranteeing the quickest possible recovery.
Contact Us To learn more, see our VAT website: www.tmf-vat.com or send an e-mail to enquiries@tmf-vat.com
5. STRUCTURED FINANCE SERVICES
TMF`s Structured Finance Services specialises in providing and administering Special
Purpose Vehicles (SPVs) for asset securitisation and other structured finance transactions.
TMF has been active in the European securitisation market since the removal of many legal
and regulatory constraints on the use of financial instruments. TMF Structured Finance
Services has been involved in the first European Collateral Debt Obligations (CDO)
transactions in 1999 and since then we act as the main corporate service provider for
CDO/CLO transactions of Europe. Our years of experience and excellent relationships with
local authorities and advisors enables us to quickly establish fully independent third party
structures, which allows us to offer clients the ability to determine all costs, including
corporate income-tax, fees, and disbursements, in advance.
TMF’s Structured Finance Services (SFS) has been involved with many asset-backed
transactions (both on- and off-balance sheet). These include the securitisation of
receivables generated from mortgages, vehicle leases, purchase and lease agreements,
credit cards, bank loans, aircraft and aircraft operating leases, office equipment leases,
housing association rents, and trade receivables.
We give full attention to all aspects of transactions at the structuring and drafting stages,
and to the accounting and administrative requirements of SPVs. We review all transactions
in advance, in order to establish a client’s requirements, the lines of communication, and
which parties will be involved. Our staff has an in-depth local knowledge and thorough
understanding of market requirements, which allows us to operate flexibly and rapidly in
meeting a client’s demands.
SFS, Europe’s principal supplier of independent directors and corporate services for
structured finance transactions, is located in those countries with the most favourable
jurisdictions for SPVs.
Through our focus on close and long-term client relationships, we can offer reliability and
consistency in our services throughout the entire life of the transaction. Due to this we have
close working relationships with leading international banks, originators, law firms, rating
agencies, auditors and investment managers.
Please note that we provide SFS services from the TMF offices in Amsterdam,
Luxembourg, Milan, Frankfurt, London, Dublin, and Brussels. We are also currently
working on a few transactions in Poland. Be advised that in general we could provide SPV
services in all countries where TMF has offices.
6. FUND SERVICES
TMF’s Fund Services Division administers and/or keeps the share register for over 150
investment funds and other entities with combined net assets of approximately USD 4.5 bil.
Amongst these investment funds are funds listed on the Dublin and Amsterdam stock
exchanges. The investment funds have their legal seat in BVI, Cayman Islands, Netherlands
Antilles or in the Netherlands.
TMF Fund Services B.V. (through its 100% subsidiary TMF Fund Administrators B.V.) in
the Netherlands provides the following services:
Domiciliary & Corporate Management Services
- Provision of all services that allow an investment fund to start operations in compliance with the local regulations
- Assistance in designing alternative structures, reviewing corporate documentation and agreements
- Provision registered office, corporate directors and officers
Fund Accounting and Valuation Services
- Preparing books of account, by compiling accounting records from independent sources, reconciling account statements and balances, pricing the portfolio, calculating income and expense accruals and fees and calculating the Net Asset Value with reference to share movements
- Preparing monthly financial statements tailored to client requirements, including statements of assets and liabilities, operations and changes in net assets
- Correspondence with custodians and agents
- Computation of fees and retrocession
Shareholder Services
- Full registrar and transfer agency services consisting of shareholder record keeping, compliance with local due diligence requirements, preparation of trade confirmations, effecting shareholder payments and issuance of statement of holdings
- Multi-lingual shareholder services desk available for shareholder/prospect queries.
TMF’s payroll services for small entities are commonly calculated as set-up fee per
employee, exit fee per employee, monthly fixed fee per employee, year-end fee, and hourly
fees.
Please note that there will be an initial one-time set-up fee charged to the client company in
some countries. It represents a formal registration of your company with the relevant
authorities as well as the company’s payroll system set-up. The monthly fixed fee per
employee includes payroll calculation, payslips preparation and obligatory payroll payment
deductions to relevant authorities on a monthly basis.
An hourly fee is charged for any ad hoc client’s requests or additional work, such as:
Handling queries of the employees
Meetings with the client or the employees
The assistance with hiring and firing
Working out labour contracts on a pre-agreed basis
Preparation of standard job descriptions
Preparation of a standard employee handbook
Executing salary payments, etc.
Such work performed is charged on the basis of TMF hourly fees that vary depending on
seniority of staff and jurisdiction involved.
TMF is organized to accommodate complete payroll administration for its clients, whether
they have 1 or 10,000 employees. Each office employs highly experienced payroll
administrators and uses carefully selected payroll software.
Through our payroll services we ensure:
Strict confidentiality of salary information by applying specific systems and procedures
Effective and efficient communications with the client
Flexible fee structures and salary administration costs Salary Calculations
Gross salary schema
“Net to gross” salary schema
Foreign currency based salaries
Inflation adjusted salary schema
Statutory Reporting & Compliance with Local Legislation
Payroll statements
Declarations required for the various social security funds
Filing of payroll statements and related declarations with the relevant authorities
Employee fiscal certificates
Preparation of additional acts for changes in salaries
Registration of employment contracts and additional required acts
Labour books administration
Complete Management Reporting & Cost Analysis
Reports and analyses by departments, teams or other cost centres
Net – Gross – Total Salary Cost analysis
Comparative reports by cost centres and/or reporting periods (monthly or quarterly)
4. INTERNATIONAL VAT SERVICES
Companies doing business within the European Union can face complex VAT requirements
and reporting obligations. Add in language and cultural barriers, and obstacles can seem
insurmountable. This can leave businesses exposed to cash losses and burdensome filing
requirements.
TMF VAT Services can help ensure your business stays compliant across Europe, and
avoids cash flow risks. This service is provided with a single point-of-contact service for
the whole of Europe at no additional expense for TMF’s clients
European VAT Compliance
With over 35 offices in Europe, TMF’s VAT professionals are expert in the compliexities
and variations in the VAT rules across all of the European countries. This includes:
• When and how to register for VAT
• The variations in VAT invoicing rules
• How to complete VAT returns
• Payment rules and procedures for settling any VAT due
• Reclaiming VAT credits
• Deregistering for VAT
• Handling VAT audits by local tax authorities
• EC Sales Lists and Intrastat filings
Fiscal Representation
In many situations, both EU and non-EU companies operating in Europe are required to
appoint a fiscal representative. TMF VAT can serve in this role, and operates the market’s
largest fiscal representative network.
VAT Recovery
Where companies have suffered EU VAT, TMF can assist with the speedy and efficient
reclaim of this tax. Our VAT staff across Europe are familar with all the local rules and
requirements, guaranteeing the quickest possible recovery.
Contact Us To learn more, see our VAT website: www.tmf-vat.com or send an e-mail to enquiries@tmf-vat.com
5. STRUCTURED FINANCE SERVICES
TMF`s Structured Finance Services specialises in providing and administering Special
Purpose Vehicles (SPVs) for asset securitisation and other structured finance transactions.
TMF has been active in the European securitisation market since the removal of many legal
and regulatory constraints on the use of financial instruments. TMF Structured Finance
Services has been involved in the first European Collateral Debt Obligations (CDO)
transactions in 1999 and since then we act as the main corporate service provider for
CDO/CLO transactions of Europe. Our years of experience and excellent relationships with
local authorities and advisors enables us to quickly establish fully independent third party
structures, which allows us to offer clients the ability to determine all costs, including
corporate income-tax, fees, and disbursements, in advance.
TMF’s Structured Finance Services (SFS) has been involved with many asset-backed
transactions (both on- and off-balance sheet). These include the securitisation of
receivables generated from mortgages, vehicle leases, purchase and lease agreements,
credit cards, bank loans, aircraft and aircraft operating leases, office equipment leases,
housing association rents, and trade receivables.
We give full attention to all aspects of transactions at the structuring and drafting stages,
and to the accounting and administrative requirements of SPVs. We review all transactions
in advance, in order to establish a client’s requirements, the lines of communication, and
which parties will be involved. Our staff has an in-depth local knowledge and thorough
understanding of market requirements, which allows us to operate flexibly and rapidly in
meeting a client’s demands.
SFS, Europe’s principal supplier of independent directors and corporate services for
structured finance transactions, is located in those countries with the most favourable
jurisdictions for SPVs.
Through our focus on close and long-term client relationships, we can offer reliability and
consistency in our services throughout the entire life of the transaction. Due to this we have
close working relationships with leading international banks, originators, law firms, rating
agencies, auditors and investment managers.
Please note that we provide SFS services from the TMF offices in Amsterdam,
Luxembourg, Milan, Frankfurt, London, Dublin, and Brussels. We are also currently
working on a few transactions in Poland. Be advised that in general we could provide SPV
services in all countries where TMF has offices.
6. FUND SERVICES
TMF’s Fund Services Division administers and/or keeps the share register for over 150
investment funds and other entities with combined net assets of approximately USD 4.5 bil.
Amongst these investment funds are funds listed on the Dublin and Amsterdam stock
exchanges. The investment funds have their legal seat in BVI, Cayman Islands, Netherlands
Antilles or in the Netherlands.
TMF Fund Services B.V. (through its 100% subsidiary TMF Fund Administrators B.V.) in
the Netherlands provides the following services:
Domiciliary & Corporate Management Services
- Provision of all services that allow an investment fund to start operations in compliance with the local regulations
- Assistance in designing alternative structures, reviewing corporate documentation and agreements
- Provision registered office, corporate directors and officers
Fund Accounting and Valuation Services
- Preparing books of account, by compiling accounting records from independent sources, reconciling account statements and balances, pricing the portfolio, calculating income and expense accruals and fees and calculating the Net Asset Value with reference to share movements
- Preparing monthly financial statements tailored to client requirements, including statements of assets and liabilities, operations and changes in net assets
- Correspondence with custodians and agents
- Computation of fees and retrocession
Shareholder Services
- Full registrar and transfer agency services consisting of shareholder record keeping, compliance with local due diligence requirements, preparation of trade confirmations, effecting shareholder payments and issuance of statement of holdings
- Multi-lingual shareholder services desk available for shareholder/prospect queries.
7. GENERAL BACKGROUND OF TMF GROUP
Since its inception, TMF has mainly rendered management, corporate secretarial and
domiciliary services to holding, finance and royalty companies, and investment funds,
together with comprehensive administrative and accounting services to internationally
operating organisations. However, in the course of time TMF has extended the scope of its
services substantially.
In the role of Managing Director or Administrative Manager TMF aims for long-term
relationships with its clients. In this framework TMF has determined that its objective is to
ensure the highest quality and control standards at a competitive fee level.
Among its clients TMF is proud to include listed multinationals, insurance and real estate
companies, banks, pension funds and other institutional investors as well as well-known
private companies and high net worth individuals.
TMF’s Unrivalled and Expanding Network
TMF’s greatest penetration at this time is in Europe, mainly because this is where the
company was founded (the Netherlands) 20 years ago.
Because many of our international clients are demanding our services outside of Europe,
we have already accommodated their requests by establishing offices in China (Beijing,
Hong Kong, and Shanghai), Israel (Tel Aviv), Russia (Moscow), South America (Buenos
Aires), the United States (Los Angeles, Miami, New York) and UAE (Dubai).
At the moment the tally stands at 84 offices in 65 countries. With over 3,000 employees,
our size, experience and international strength enable us to assemble professional teams of
lawyers, accountants and financial experts. We aim to add value at all stages of a project,
from initiation to execution, as well as in after services care.
Independence, Confidentiality & Security
One of TMF’s strong suits is our independence from financial institutions such as banks
and the Big 4, an important consideration because it provides our clients the best solution to
their needs of transparency, consistency, confidentiality, and reporting.
Our independence from the Big 4 and law firms enables us to work closely with any
outside party of your choice. As a further benefit, TMF has extensive reporting and
corporate governance experience for, as only a single example, certain US-based or US-
exchange listed companies that now have increased reporting obligations under the recently
enacted Sarbanes-Oxley Act legislation.
Development of Fees
TMF’s fees depend on the complexity of the work required by your organization. Based on
our years of experience, it is very difficult to set a fixed fee at the beginning of any potential
working relationship without having first discussed your objectives, goals, and desired end
results.
Since its inception, TMF has mainly rendered management, corporate secretarial and
domiciliary services to holding, finance and royalty companies, and investment funds,
together with comprehensive administrative and accounting services to internationally
operating organisations. However, in the course of time TMF has extended the scope of its
services substantially.
In the role of Managing Director or Administrative Manager TMF aims for long-term
relationships with its clients. In this framework TMF has determined that its objective is to
ensure the highest quality and control standards at a competitive fee level.
Among its clients TMF is proud to include listed multinationals, insurance and real estate
companies, banks, pension funds and other institutional investors as well as well-known
private companies and high net worth individuals.
TMF’s Unrivalled and Expanding Network
TMF’s greatest penetration at this time is in Europe, mainly because this is where the
company was founded (the Netherlands) 20 years ago.
Because many of our international clients are demanding our services outside of Europe,
we have already accommodated their requests by establishing offices in China (Beijing,
Hong Kong, and Shanghai), Israel (Tel Aviv), Russia (Moscow), South America (Buenos
Aires), the United States (Los Angeles, Miami, New York) and UAE (Dubai).
At the moment the tally stands at 84 offices in 65 countries. With over 3,000 employees,
our size, experience and international strength enable us to assemble professional teams of
lawyers, accountants and financial experts. We aim to add value at all stages of a project,
from initiation to execution, as well as in after services care.
Independence, Confidentiality & Security
One of TMF’s strong suits is our independence from financial institutions such as banks
and the Big 4, an important consideration because it provides our clients the best solution to
their needs of transparency, consistency, confidentiality, and reporting.
Our independence from the Big 4 and law firms enables us to work closely with any
outside party of your choice. As a further benefit, TMF has extensive reporting and
corporate governance experience for, as only a single example, certain US-based or US-
exchange listed companies that now have increased reporting obligations under the recently
enacted Sarbanes-Oxley Act legislation.
Development of Fees
TMF’s fees depend on the complexity of the work required by your organization. Based on
our years of experience, it is very difficult to set a fixed fee at the beginning of any potential
working relationship without having first discussed your objectives, goals, and desired end
results.
Each client is unique and requires an individual approach. Once you have had the time to
review the contents of this Overview of Services and you have formed a good idea of how
TMF can help, we suggest scheduling a meeting in order to:
1. Discuss in detail your exact needs and requirements,
2. Develop a detailed Scope of Work,
3. Develop a customized fee quote.
The Team
In every TMF office, a dedicated team consisting of qualified professionals organised in
multi-lingual teams with broad expertise and a pro-active professional orientation will
render services. Each dedicated team will have a supervising manager who will be
ultimately responsible for quality control. Please be informed that our systems are
constantly monitored for a client’s safety and confidentiality.
Regarding the appointment of a single point of contact and communication, the Corporate
Account Manager, located in the country of your choice and convenience, would be
responsible for the day-to-day activities throughout all the countries where your firm
requires TMF’s services.
Although this TMF person is another addition to a client’s monthly invoice at between
EUR 65-300 per hour (depending upon seniority), the trade-off is that you will be required
to do far less coordination with all the TMF offices. Plus you could be provided with a
single, end-of-the-month activity report for all offices.
ICT Environment
While TMF allocates substantial budgets to upgrading and maintaining its ICT
environment, investing in ICT does not end with acquiring and applying cutting-edge
hardware and software. Our VPN network ensures that your confidential information
remains confidential because it remains only within our secure network. Standardization of
our software and hardware enables us to work effectively and efficiently within the entire
TMF network.
TMF's ICT department employs a team of highly skilled ICT professionals who maintain
the VPN system. TMF's security policies define strict guidelines and procedures, which are
monitored by frequent security checks and audits. Strict standards for the storage and
management of records – including images of scanned paper, electronic documents, email,
and more are required for TMF's internal ICT systems in order to provide the security and
confidentiality that both our clients' and our own data demand. While we continuously
develop and improve our systems, TMF will never compromise the security and
confidentiality of the information entrusted to us.
8. TMF`s OFFICES
I. EMEA
Austria – Vienna Belgium – Brussels
Bulgaria – Sofia Croatia – Zagreb
Czech Republic – Prague Denmark – Copenhagen
Egypt – Cairo Finland – Helsinki
France – Paris Germany – Frankfurt
Hungary – Budapest Ireland – Dublin
Israel – Tel Aviv Italy – Milan, Rome
Jersey - Saint Helier Kazakhstan - Almaty
Luxembourg – Luxembourg Malta – Malta
Netherlands – Amsterdam, Rotterdam Norway – Oslo
Poland -Warsaw, Katowice Romania – Bucharest
Russia – Moscow Serbia – Belgrade
Slovakia – Bratislava Slovenia – Ljubljana
South Africa – Cape Town, Johannesburg Spain – Barcelona, Madrid
Switzerland – Geneva, Brunnen Sweden – Stockholm
Turkey – Istanbul UAE – Dubai
U.K. – London, Brighton, Luton Ukraine – Kiev
Possible Openings:
review the contents of this Overview of Services and you have formed a good idea of how
TMF can help, we suggest scheduling a meeting in order to:
1. Discuss in detail your exact needs and requirements,
2. Develop a detailed Scope of Work,
3. Develop a customized fee quote.
The Team
In every TMF office, a dedicated team consisting of qualified professionals organised in
multi-lingual teams with broad expertise and a pro-active professional orientation will
render services. Each dedicated team will have a supervising manager who will be
ultimately responsible for quality control. Please be informed that our systems are
constantly monitored for a client’s safety and confidentiality.
Regarding the appointment of a single point of contact and communication, the Corporate
Account Manager, located in the country of your choice and convenience, would be
responsible for the day-to-day activities throughout all the countries where your firm
requires TMF’s services.
Although this TMF person is another addition to a client’s monthly invoice at between
EUR 65-300 per hour (depending upon seniority), the trade-off is that you will be required
to do far less coordination with all the TMF offices. Plus you could be provided with a
single, end-of-the-month activity report for all offices.
ICT Environment
While TMF allocates substantial budgets to upgrading and maintaining its ICT
environment, investing in ICT does not end with acquiring and applying cutting-edge
hardware and software. Our VPN network ensures that your confidential information
remains confidential because it remains only within our secure network. Standardization of
our software and hardware enables us to work effectively and efficiently within the entire
TMF network.
TMF's ICT department employs a team of highly skilled ICT professionals who maintain
the VPN system. TMF's security policies define strict guidelines and procedures, which are
monitored by frequent security checks and audits. Strict standards for the storage and
management of records – including images of scanned paper, electronic documents, email,
and more are required for TMF's internal ICT systems in order to provide the security and
confidentiality that both our clients' and our own data demand. While we continuously
develop and improve our systems, TMF will never compromise the security and
confidentiality of the information entrusted to us.
8. TMF`s OFFICES
I. EMEA
Austria – Vienna Belgium – Brussels
Bulgaria – Sofia Croatia – Zagreb
Czech Republic – Prague Denmark – Copenhagen
Egypt – Cairo Finland – Helsinki
France – Paris Germany – Frankfurt
Hungary – Budapest Ireland – Dublin
Israel – Tel Aviv Italy – Milan, Rome
Jersey - Saint Helier Kazakhstan - Almaty
Luxembourg – Luxembourg Malta – Malta
Netherlands – Amsterdam, Rotterdam Norway – Oslo
Poland -Warsaw, Katowice Romania – Bucharest
Russia – Moscow Serbia – Belgrade
Slovakia – Bratislava Slovenia – Ljubljana
South Africa – Cape Town, Johannesburg Spain – Barcelona, Madrid
Switzerland – Geneva, Brunnen Sweden – Stockholm
Turkey – Istanbul UAE – Dubai
U.K. – London, Brighton, Luton Ukraine – Kiev
Possible Openings:
Cyprus – Nicosia, Estonia, Latvia, Lithuania, Russia – St. Petersburg
TMF also offers services through our network of affiliates in many locations not listed above.
II. ASIA PACIFIC
Australia – Sydney, Melbourne China – Beijing, Shanghai
Hong Kong India – Mumbai, New Delhi
Japan – Tokyo Malaysia – Kuala Lumpur, Penang
Singapore Taiwan – Taipei
Thailand – Bangkok Vietnam - Ho chi Minh, Hanoi
Possible Openings:
Indonesia, Korea, New Zealand, Philippines
TMF also offers services through our network of affiliates in many locations not listed above
III. AMERICAS
Argentina – Buenos Aires, Cordoba Bolivia – La Paz
Brazil – Sao Paolo, Rio de Janeiro British Virgin Islands – Tortola
Colombia – Bogota Costa Rica – San Jose
Chile – Santiago Dominican Republic – Santo Domingo
Ecuador – Quito El Salvador – San Salvador
Guatemala – Guatemala Honduras – Tegucigalpa
Jamaica – Kingston Mexico – Mexico City, Monterey
Netherlands Antilles – Curacao Nicaragua – Managua
Panama – Panama City Paraguay – Asuncion
Peru – Lima Uruguay – Montevideo
USA – Los Angeles, New York, Miami Venezuela – Caracas
TMF also offers services through our network of affiliates in many locations not listed above
9. REQUEST FOR ADDITIONAL INFORMATION
Know Your Client (“KYC”) Policy
This request is a part of our standard acceptance process regarding every new client. Based
on EU legislation, TMF is considered a financial services provider and has to identify not
only its clients, but also the ultimate beneficial owners (“UBO”). It ensues namely from the
3rd EU Directive 2005/60/EC. Based on these regulations and the local AML laws TMF has
adopted its internal “KYC” compliance procedure, which is applicable in all our offices.
For compliance purposes, the Client agrees to provide TMF with all relevant information
on the nature of their business and the business of the Client Local Entities, the origins of
the funds used within the corporate structure of which they are part, as well as any other
information, in particular on the ultimate beneficial owner, TMF may be required to obtain
under any legislation regulating its business in all jurisdictions where it has a presence.
Furthermore we ask the Client to inform TMF about any changes in shareholder and/or
Beneficial Ownership spontaneously and immediately after it occurred. The client and its
UBO’s agree that this information/documentation will be transferred to our Group
Compliance Center in Switzerland.
Be informed that we understand the UBO to be the ultimate individual holding shares of the
ultimate parent company. Please provide us with the name(s) of these person(s) holding the
shares of the ultimate parent company, as well as with certified copies of their passports
and information on their private address. This is not necessary if the UBO is listed on a
public stock exchange. In such case, we then need to know on which stock exchange it is
listed. It will suffice if this information is readily available from the company’s website
and/or annual accounts.
We would appreciate if you could provide us with the information/documents below listed:
- Copy of a recent Trade Register Excerpt and copies of the Articles of Association from
II. ASIA PACIFIC
Australia – Sydney, Melbourne China – Beijing, Shanghai
Hong Kong India – Mumbai, New Delhi
Japan – Tokyo Malaysia – Kuala Lumpur, Penang
Singapore Taiwan – Taipei
Thailand – Bangkok Vietnam - Ho chi Minh, Hanoi
Possible Openings:
Indonesia, Korea, New Zealand, Philippines
TMF also offers services through our network of affiliates in many locations not listed above
III. AMERICAS
Argentina – Buenos Aires, Cordoba Bolivia – La Paz
Brazil – Sao Paolo, Rio de Janeiro British Virgin Islands – Tortola
Colombia – Bogota Costa Rica – San Jose
Chile – Santiago Dominican Republic – Santo Domingo
Ecuador – Quito El Salvador – San Salvador
Guatemala – Guatemala Honduras – Tegucigalpa
Jamaica – Kingston Mexico – Mexico City, Monterey
Netherlands Antilles – Curacao Nicaragua – Managua
Panama – Panama City Paraguay – Asuncion
Peru – Lima Uruguay – Montevideo
USA – Los Angeles, New York, Miami Venezuela – Caracas
TMF also offers services through our network of affiliates in many locations not listed above
9. REQUEST FOR ADDITIONAL INFORMATION
Know Your Client (“KYC”) Policy
This request is a part of our standard acceptance process regarding every new client. Based
on EU legislation, TMF is considered a financial services provider and has to identify not
only its clients, but also the ultimate beneficial owners (“UBO”). It ensues namely from the
3rd EU Directive 2005/60/EC. Based on these regulations and the local AML laws TMF has
adopted its internal “KYC” compliance procedure, which is applicable in all our offices.
For compliance purposes, the Client agrees to provide TMF with all relevant information
on the nature of their business and the business of the Client Local Entities, the origins of
the funds used within the corporate structure of which they are part, as well as any other
information, in particular on the ultimate beneficial owner, TMF may be required to obtain
under any legislation regulating its business in all jurisdictions where it has a presence.
Furthermore we ask the Client to inform TMF about any changes in shareholder and/or
Beneficial Ownership spontaneously and immediately after it occurred. The client and its
UBO’s agree that this information/documentation will be transferred to our Group
Compliance Center in Switzerland.
Be informed that we understand the UBO to be the ultimate individual holding shares of the
ultimate parent company. Please provide us with the name(s) of these person(s) holding the
shares of the ultimate parent company, as well as with certified copies of their passports
and information on their private address. This is not necessary if the UBO is listed on a
public stock exchange. In such case, we then need to know on which stock exchange it is
listed. It will suffice if this information is readily available from the company’s website
and/or annual accounts.
We would appreciate if you could provide us with the information/documents below listed:
- Copy of a recent Trade Register Excerpt and copies of the Articles of Association from
the local company to whom we shall provide services;
- Copy passport of the directors of the local company;
- Fill and return the attached TMF Questionnaire;
- In case the ultimate parent company is not listed on a stock exchange, we shall need legalized copies of the passport(s) of its ultimate beneficial owner (s) and specification of their ownership interest in the ultimate parent company. (The structure chart including the subsidiaries and including the UBO with their percentages of ownership would be a great help.)
- Who will be our point of contact for tax, audit, legal and accounting issues?
We are aware this information is very sensitive and we therefore treat it as highly confidential.
10. OTHER
Confidentiality and Independence
Every employee of TMF is committed to maintaining the confidentiality of client information. All of our client records are handled, maintained and stored in a secure manner in accordance with internal policies, and are protected by physical, organisational and technical means.
This Overview of Services is provided solely to assist your company in its decision to
outsource part of your administration to our Group. It may not be provided, in whole or
part, or information contained herein disclosed, to other parties or non-company personnel,
without our prior written approval.
TMF is a fully independent organisation with the advantage of being flexible to work together with every professional party of the client’s choice. This offers the possibility to spread out financial services in order to avoid conflicts of interest.
Please note that the following services are expressly excluded:
Audit Tax Advice
Legal Advice
Our clients normally consult with their auditors, tax advisors and lawyers in situations
where such issues arise. In rare instances we will use our contacts to provide such advice,
the cost of which is recharged to the client. Also, we prefer a conservative approach to the
treatment of controversial items that occasionally arise in the course of our client’s
business.
Where we become aware of such an area, we will ask the client for a written opinion to
support the special treatment, or inform the client that their proposed treatment may
contravene the law, etc. Depending on the specific situation, we will act on the client’s
behalf without such advice. In this case, we cannot, and do not, accept risk arising from
such actions.
Acceptance
Acceptance is subject to approval by our Compliance Officer.
- Copy passport of the directors of the local company;
- Fill and return the attached TMF Questionnaire;
- In case the ultimate parent company is not listed on a stock exchange, we shall need legalized copies of the passport(s) of its ultimate beneficial owner (s) and specification of their ownership interest in the ultimate parent company. (The structure chart including the subsidiaries and including the UBO with their percentages of ownership would be a great help.)
- Who will be our point of contact for tax, audit, legal and accounting issues?
We are aware this information is very sensitive and we therefore treat it as highly confidential.
10. OTHER
Confidentiality and Independence
Every employee of TMF is committed to maintaining the confidentiality of client information. All of our client records are handled, maintained and stored in a secure manner in accordance with internal policies, and are protected by physical, organisational and technical means.
This Overview of Services is provided solely to assist your company in its decision to
outsource part of your administration to our Group. It may not be provided, in whole or
part, or information contained herein disclosed, to other parties or non-company personnel,
without our prior written approval.
TMF is a fully independent organisation with the advantage of being flexible to work together with every professional party of the client’s choice. This offers the possibility to spread out financial services in order to avoid conflicts of interest.
Please note that the following services are expressly excluded:
Audit Tax Advice
Legal Advice
Our clients normally consult with their auditors, tax advisors and lawyers in situations
where such issues arise. In rare instances we will use our contacts to provide such advice,
the cost of which is recharged to the client. Also, we prefer a conservative approach to the
treatment of controversial items that occasionally arise in the course of our client’s
business.
Where we become aware of such an area, we will ask the client for a written opinion to
support the special treatment, or inform the client that their proposed treatment may
contravene the law, etc. Depending on the specific situation, we will act on the client’s
behalf without such advice. In this case, we cannot, and do not, accept risk arising from
such actions.
Acceptance
Acceptance is subject to approval by our Compliance Officer.
Contact Details
Yoram Yehuda Liat Shibolet
Managing Director Managing Director
TMF Management Vered Shibolet Consulting Ltd.
and Accounting Services (Israel) Ltd. A TMF Group Company
7 Rival Street 7 Rival Street
Tel Aviv 67778 Tel Aviv 67778
Israel Israel
T: +972(0)3 687 07 01 T: +972 (0)3 688 87 44
F: +972(0)3 639 92 31 F: +972 (0)3 688 52 84
E: yoram.yehuda@tmf-group.com E: liats@vsh.co.il
Yoram Yehuda Liat Shibolet
Managing Director Managing Director
TMF Management Vered Shibolet Consulting Ltd.
and Accounting Services (Israel) Ltd. A TMF Group Company
7 Rival Street 7 Rival Street
Tel Aviv 67778 Tel Aviv 67778
Israel Israel
T: +972(0)3 687 07 01 T: +972 (0)3 688 87 44
F: +972(0)3 639 92 31 F: +972 (0)3 688 52 84
E: yoram.yehuda@tmf-group.com E: liats@vsh.co.il
Please visit: http://www.tmf-group.com/
