Healy Consultants

Luxembourg SPF (SARL) Invoice

Client to provide Company Reg. No.: 921530
Address to be provided
Date: Thursday, May 12, 2016 Invoice No: 2016 – 001 – 017p

Professional services for Luxembourg SPF (SARL) (without Notes Year 1 € Year 2 €
travel)

Luxembourg company formation fees (without travel) 1. 10,600 0

Legal registered office fees 2. 1,600 1,600

Capital tax payable to Luxembourg Government 3. 1,070 1,070

International corporate bank account (without travel) 4. 2,950 0

Tax registration fees 5. 950 0

Assistance to secure SPF status 6. 6,000 0

Estimate of annual tax and accounting fees 7. 0 2,300

Total Healy Consultants fees payable this month 8. 23,170 0

Estimate of total Healy Consultants fees payable after 12 months 9. 4,970

Note: this invoice needs to be tailored for each Client. The above services and fees represent the average
requirements of our Clients. I recommend you carefully read the notes below to confirm and understand all
services required by your Firm, eliminating the risk of unwanted fee surprises during the engagement;

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Notes to invoice above
1. Healy Consultants’ fees to efficiently and effectively complete Luxembourg SPF company
registration within 3 weeks by i) choosing the optimum regulatory license for our Client’s business
activities ii) reserving a company name with the Chamber of Commerce iii) settling our
accountants’ and lawyers’ fees and iv) preparing a high quality company incorporation application
for the Chamber of Commerce;

All engagement fees (click link) are agreed and paid up front and agree to
the fees published on our country web pages. Consequently, there are no
hidden fees, surprises or ambushes throughout the engagement. All
engagement deadlines are agreed up front in the form of a detailed project
plan, mapping out deliverables by week throughout the engagement term;

Every week during the engagement, Healy Consultants will email our Client a detailed status
update. Our Client is immediately informed of engagement problems together with solutions. Your
dedicated engagement manager is reachable by phone, Skype, live chat and email and will
communicate in your preferred language;

2. In accordance Luxembourg Company Law 1915, each SARL shall as from the date of its
incorporation have a legal registered office in Luxembourg, to which all official government
communications and notices may be addressed. To comply with this statutory requirement, Healy
Consultants’ Luxembourg office will be the registered office address for your company. Thereafter,
this address will be used to receive Government correspondence including i) the annual tax return,
ii) notice of the annual return; and iii) notice of government audits. Most of our Clients wish to
place Healy Consultants Luxembourg office address (click link) on invoices, contracts, websites
and business cards;

3. This fee is an estimate of Government costs to complete your Firm’s engagement. All Government
fee payments will be supported by original receipts and invoices. Examples of Government costs
include include i) registering the company at the Register of Commerce and Companies; ii) paying
the fixed specific registration fee to the Land Registration and Estates Department; iii) paying the
stamp duty for the business permit, if required; and iv) obtaining a LuxTrust certificate. Following
engagement completion, Healy Consultants will refund our Client any excess of funds received
over actual Government costs paid;

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4. Healy Consultants will be pleased to open a Luxembourg corporate bank account without our
Client travel. It is a time consuming task, and Healy Consultants will shelter our Client from the
associated administrative challenges. As you can appreciate, it is a difficult task to obtain bank
account approval through a newly formed company when shareholders, directors and bank
signatories reside overseas. Healy Consultants will prepare a business plan for the bank to
optimize the probability of corporate bank account approval. Depending on our Client’s business
and nationality, there is a 20% probability the banks will request a bank signatory to travel for a
one hour bank interview. Healy Consultants will try its best to negotiate with the bank for a travel
exemption. If our Client must travel to Luxembourg for corporate bank account opening, Healy
Consultants will refund our Client €950;

If our Client is not comfortable with only a Luxembourg corporate bank account, Healy
Consultants will be pleased to open an international corporate bank account (click link) outside of
Luxembourg. Examples include New York, Germany, Liechtenstein, Austria, Bulgaria, South
Africa, Australia, London, South America or Dubai. All banks will be top tier banks in these
countries with excellent internet banking services. Example of our global banking partners include
HSBC, Standard Chartered Bank, Citibank, Barclays, Standard bank, ANZ bank, VTB bank, UBS,
Credit Suisse;

The banks enjoy ultimate power of approval of corporate bank account applications. Consequently,
guaranteed success is outside of Healy Consultants’ control. What is inside our control is the
preparation and submission of a high quality bank application that maximizes the likelihood of
approval. To date, we enjoy a 100% approval record because of our global banking relationships
and determination.

Global banks continue to tighten corporate bank account opening procedures, their internal
compliance departments completing more thorough due diligence of Clients. Consequently, our
Clients should expect the bank account approval period to take up to 4 weeks. Furthermore,
global banks now require evidence of proof of business in the country where the corporate bank
account will be, including sales contracts or lease agreement;

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5. In accordance with Luxembourg law, each entity must register for tax at the Land Registration and
Estates Department. An SPF company will be liable to pay an annual subscription tax at a rate of
0.25% and VAT registration is not needed. Healy Consultants will be happy to assist your firm with
tax registration for a one time fee of €950;

6. Healy Consultants to assist our Client to secure the license required for the company to become a
family wealth management fund (societe de participation financiere or “SPF”). This type of
company cannot have i) corporate shareholders ii) commercial activities (only investment holding)
and iii) cannot participate to the management of its Luxembourg or foreign subsidiaries;

7. For an active trading company, these accounting and tax fees are an
estimate of Healy Consultants fees to efficiently and effectively
discharge your annual company accounting and tax obligations.
Following receipt of a set of draft accounting numbers from your
company, Healy Consultants will more accurately advise accounting
and tax fees. For a dormant company, Healy Consultants fees are only
€950. Accounts must be prepared according to Luxembourg GAAP;

8. All fees quoted in this invoice correspond to fees quoted on Healy Consultants’ website. Please
review this invoice carefully to identify errors. During the rush of the business day, it is possible
that Healy Consultants inadvertently made fee calculation errors, typing errors or omitted services
or omitted historic fee payments from Clients. In the unfortunate event you identify invoice errors,
please revert to me directly re the same. I apologize in advance if I or my staff made invoice errors;

9. Assuming our Clients re-engage Healy Consultants in year 2, this fee is an estimate of the fees
payable next year, 12 months after the date of company registration;

10. The fees quoted in this invoice are a prediction of the fees required to efficiently and effectively
complete this engagement in a timely manner. If during the engagement Healy Consultants
realizes that the project is more complex than anticipated, requiring a large additional investment
of time, my Firm will revert to request additional fees. If Healy Consultants completes the
engagement faster and more easily than expected, Healy Consultants is happy to refund some
fees to our Client;

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11. Engage Healy Consultants to project manage business set up in every country on the planet. We
are the best in the world at what we do, timely completing the A to Z of every country engagement;

12. In accordance Luxembourg Company Law 1915, the minimum share capital of a SARL company
is €12,394.68, which must be deposited in a bank account prior to incorporation;

13. If our Client and Healy Consultants properly plan this engagement,
our Clients' will not have to travel during this engagement. Healy
Consultants will efficiently and effectively complete company
registration and corporate bank account opening in a timely manner
without our Client presence. Instead, our Client will need to i) sign
and get documents legalized in the embassy in their country of origin
and ii) courier the originals to Healy Consultants office;

14. If required, Healy Consultants will be pleased to assist your firm to secure employee visa
approvals. Our fee is €2,950 for the first employee, €1,950 for the second employee, €950 per
employee thereafter. Our employee visa fees includes preparation of a quality visa application and
submitting to the correct Government immigration officers. The Government enjoys ultimate power
of approval of visa applications. Consequently, guaranteed success is outside of Healy
Consultants’ control. What is inside our control is the preparation and submission of a high quality
immigration visa application that maximizes the likelihood of visa approval;

15. In order to obtain a business permit, which is required in order to conduct business within
Luxembourg, each Luxembourg SARL must have at least one individual director resident in
Luxembourg and responsible for managing the company. If required, Healy Consultants can
provide you a professional passive nominee director for an annual fee of €11,850 per nominee. As
an SPF company is not permitted to conduct business, a business permit is not required;

16. If our Client requires nominee services (click link), Healy Consultants will be pleased to assist. Our
annual fee for corporate nominee director or shareholder amounts to €2,800. Our annual fee for a
non-resident individual nominee director or individual shareholder amounts to €4,600. Our annual
fee for a Luxembourg resident nominee director or shareholder amounts to €11,850;

17. If your Firm requires an office space in Luxembourg, Healy Consultants will be pleased to assist.
Our one-time fee for this service amounts to €950. The monthly rent thereafter will be paid
independently and directly to the landlord by our Client. An estimate of such a rental for a space of
10 sq. m. for one employee is €2,100 per month;

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18. Depending on our Client’s business and nationality, the Luxembourg Government may require a
special regulatory license to carry on your business in the country. Healy Consultants will assist
our Client secure license approval; there may be additional engagement fees. However, the
Government enjoys ultimate power of approval of company registrations and business licenses;

19. During the engagement, shareholders and directors’ documents may need to be translated into
the local language; before the Government and Bank approves company registration and
corporate bank account opening respectively. Consequently, our Client should budget for possible
additional translation and embassy attestation fees. Either our Client or Healy Consultants can
complete this administrative task;

As always, Healy Consultants will negotiate with all third parties to eliminate or reduce additional
engagement costs. For transparency purposes, all third party fee payments will be supported by
original receipts and invoices. Examples of possible third party payments include i) embassy fees
ii) notary public costs iii) official translator fees;

20. Some of our Clients' require an immediate country solution. With this strategy, within a day
Healy Consultants can supply our Client i) an existing dormant Luxembourg company
number and ii) an already approved Luxembourg corporate bank account number and iii) a
business address. Turnkey solutions are attractive to those entrepreneurs who wish to
immediately close a country deal, sign a contract or invoice a customer;

21. It is important our Clients are aware of their personal and corporate tax obligations in their country
of residence and domicile. Let us know if you need Healy Consultants help to clarify your local and
international annual tax reporting obligations;

22. As stipulated on our business website and in section 3 of our engagement letter, Healy
Consultants will only commence the engagement following i) settlement of our fees and ii)
completion and signing of our legal engagement letter;

23. Healy Consultants will only incorporate your company after 75% of due diligence documentation is
received by email. Healy Consultants will only open a corporate bank account after 100% of the
Client’s original due diligence documentation is received by courier;

24. During the annual renewal engagement with our Client, our in-house Legal and Compliance
Department (click link) reviews the quality and completeness of our Client file. Consequently,
Healy Consultants may revert to our Client to ask for more up to date due diligence documentation;

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25. To assist our Clients to minimize foreign exchange costs, we offer the payment in SG$, Euro,
Pounds or US$. Kindly let me know in which currency your Firm prefers to settle our fees and I will
send an updated invoice, thank you;

26. Some of our Clients' engage Healy Consultants to recruit local employees. We have a lot of
experience in this area and we are quite skilled at securing quality candidates for our Clients';

27. To efficiently and effectively complete your engagement in a timely manner, we recommend your
Firm transfers these funds to Healy Consultants corporate bank account. Thereafter, our
Incorporation and Banking Team will aggressively advance your engagement, providing your Firm
daily feedback as to engagement status. I would be grateful if you email us the bank transfer
advice slip to enable my Accounting Department to accurately and timely identify bank receipts:

US$ TT details HK Double click on the attachment included here!

19-4-05.pdf

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Thank you for your business and we look forward to working closely with you over the coming weeks
as we engineer your Luxembourg corporate structure.

Best regards

Aidan Healy
______________________________
Aidan Healy
Business Owner
Healy Consultants Group
Tel: (+65) 67350120 (direct)
Web: www.healyconsultants.com
Address: 3-7 Rue Schiller L – 2519 Luxembourg Grand-Duche de Luxembourg
Skype: healyconsultants

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