In a new report published by online media platform, Premium Times, it has been revealed that Africa’s richest man, Aliko Dangote, in what is perhaps his biggest singular involvement with offshore entities yet, has an equity worth $5.8 billion in Greenview International Corp., a Cayman Islands shell company.
Premium Times described Dangote as no stranger to using shell companies in offshore tax havens. The influential industrialist was mentioned in the infamous #PanamaPapers database as having links with shell companies in notorious tax havens.
Documents obtained by PREMIUM TIMES from the leaked database of global offshore law firm, Appleby, as part of the ongoing Paradise Papers reporting, show that Greenview is a classic shell company, originally incorporated by Mr Dangote in Panama in 1994.
The 1.9 terra byte data vault was obtained by German newspaper, Suddeutsche Zeitung, and shared with the International Consortium of Investigative Journalists (ICIJ). The ICIJ in turn shared the data with more than 380 journalists from 96 media organisations in 67 countries.
Documents show that a certain Vernon Emmanuel (who doubles as the president of the company), Delio Mela and LiliaTovar De Leon were appointed nominee directors when the company was first incorporated on July 16, 1994. Nominee directors are residents of a tax haven paid to hide identities of real owners of offshore companies.
The three directors resigned from the company on August 24, 2015 the same day Mr Dangote was named sole director and shareholder of the company.
- On June 30, 2015, two months before they resigned, the nominee directors, held a stakeholders meeting and agreed to transfer the jurisdiction of the company from Panama to the Cayman Island.
“The president of the company the company declared, in addition, that the purpose of the meeting was to consider and approve the continua of the company under the jurisdiction of the Cayman Islands,” the minutes of the meeting states.
The reason for transferring the jurisdiction of the company from one offshore jurisdiction to another was not stated in the minutes but an analysis of the company’s 2013 financial statement provides some explanation.
According to a summary of Greenview’s 2013 financial statement signed by Mr. Dangote, the chief finance officer of Dangote Industries Limited, Mustapha Ibrahim, and the chief operating officer, Olakunle Alake, the total equity held by Mr Dangote in the company as at January 2012 was $3 billion. But by December 2013 the value of the company has almost doubled to $5.8 billion.
As his offshore equity grew astronomically, Mr. Dangote probably decided to move his assets to the Cayman Islands. Why he chose that Island to warehouse his assets remained unclear. But experts suggest Cayman Islands is a more liberal tax jurisdiction than most other notorious tax havens.
Experts consider the Islands as the big masquerade of offshore jurisdictions. While Panama is generally seen as a mid-market jurisdiction, banks and investment advisors in Cayman Islands focus on some of the largest trusts and high-dollar private wealth management.
Another incentive luring wealthy business people like Mr. Dangote to Cayman Islands is the exempted status granted offshore companies in the country. Under the country’s Companies Law, companies are either incorporated as an exempted company or ordinary company. Greenview is registered in Cayman Islands as an exempted company with number 302375 on July 27, 2015.
As an exempted company, Greenview is not required to have nominee directors. It is not required to file details of its shareholders, not required to hold annual meeting of its shareholders and is entitled to a tax exemption undertaking that protects it from any future review of the tax law for up to an initial 20 years, which could be extended to 30 years on special application.
Its exempted status also allows Mr Dangote’s company to easily move his equity in the company from Cayman Islands to another jurisdiction that allows the transfer of company incorporated outside it.
Furthermore, Mr Dangote, who has been criticised for exploring loopholes in the pioneer status tax waiver granted his cement company to pay as little tax as possible in Nigeria, will not have to worry about the taxman breathing down his neck. Cayman Island has zero corporation tax. It does not require offshore companies to pay income tax, capital gain tax, inheritance tax, gift tax and wealth tax.
When contacted for comments, Mr Alake, who spoke on behalf of Dangote Industries Limited told PREMIUM TIMES that Greenview is not a Shell company. He explained that the company is a holding company for Mr Dangote’s investment.
“It is an active company registered in Cayman Island,” he told PREMIUM TIMES in Lagos.
“It is a company that owns a lot of investment in Nigeria. Greenview is a majority shareholder in Dangote Refinery. All international and local banks are doing business with it. Dangote has not hidden any assets in a shell company all the assets he has are in Nigeria. It doesn’t matter to have staff of Appleby as directors of Greenview.”
Mr. Alake said he was not sure where PREMIUM TIMES got the $5.8 billion equity held in Greenview. He however did not say what he believe was the exact equity held by Mr Dangote in the company.
“I don’t know where you got your $5.8 billion from but I’m not going to affirm or disclose it,” he said.
When asked why Greenview was incorporated in Cayman Island and not in Nigeria where most of Mr. Dangote’s investments are domiciled, and where it would be required to pay taxes on its investment, Mr Alake said Greenview is not required to pay taxes as the dividends it received from its investments have already be charged withholding tax.
“The income a holding company gets is dividends by its subsidiaries,” he said. “The concept of withholding tax is ‘I’m required by law to pay tax on your behalf.’ And the tax is removed from source.”
But a former chairman of the Federal Inland Revenue Service (FIRS) told PREMIUM TIMES that it is not true that withholding tax is the only tax required of holding entities.
“Dividends are just one type of income,” the expert said. “Others include investment income, management fees and other income by virtue of the business done. These other incomes are subject to Companies Income Tax.
“Yes, [withholding companies] are required to pay Company Income Tax (CIT). However, where income includes dividends, withholding tax on dividend is deemed to be a final tax. Such income is regarded as franked investment income.”