Can my company be taxed here just because the directors live here?
It can. Residence tests of the central management and control kind look at where the strategic decisions of the company are actually taken, not at where the company was incorporated or where its register is kept. If the people who decide the direction of the business are sitting in one country, that is the country with the strongest claim, whatever the certificate of incorporation says. The first thing to check is therefore factual rather than legal: who decides, where were they when they decided, and what record exists of it. Directors resident in one place is a strong indicator but not the whole answer; what matters is whether the deciding happens where they are.
Do board minutes really matter for deciding company residence?
They matter more than almost anything else in the file, because they are usually the only contemporaneous evidence of where a decision was taken and by whom. A minute that records the place of the meeting, who attended and from where, what was put before them, what was discussed and what was resolved is evidence. A minute that records only a resolution is a record that a decision was ratified somewhere, which is a much weaker thing. The quality of minutes is not administrative housekeeping in a cross-border group. It is a tax document, and it is created at the time or not at all.
Our directors join from three countries, so where is the company managed?
Dispersed boards are common and they are not fatal, but they do mean the question has to be answered deliberately rather than assumed. Look at where the chair sat, where the majority of participants were, where the papers were prepared and circulated from, and whether one location supplies the agenda and the momentum year after year. A pattern in which one office sets the agenda, drafts the papers and effectively settles the outcome before the call will point at that office, whatever the dial-in list shows. Record attendance by location on every occasion, because reconstructing it later from calendars and travel records is far weaker.
Who is making the strategic decisions if the parent approves everything?
That is the question the enquiry will ask. If the local board meets, notes the parent's instruction and resolves in line with it every time, then the local board is administering decisions rather than taking them, and the place where they are taken is the parent's. The distinction is not that a parent may not have views. It is whether the subsidiary board has real information, real alternatives and the practical ability to say no. Check whether any board paper has ever gone back for revision, and whether the minutes show discussion rather than endorsement. If they never do, the governance is not doing what the structure assumes.
Can weak minutes from earlier years be fixed now?
Not in the sense of improving the evidence for those years. The evidence of a meeting is made at the meeting, and a minute written up long afterwards, or a book of resolutions signed in one sitting to cover several years, tends to confirm the weakness rather than cure it. What can be done for closed years is to gather whatever genuine contemporaneous material exists alongside the minutes, such as travel records, calendar entries, the circulated papers and the correspondence around them, and form a supportable view of where decisions were actually taken. What can be fixed is the practice from here on, and that is usually where the effort should go.
Does holding the board meeting abroad move where the company is managed?
Only if the deciding moves with it. A meeting held in one country to approve matters that were settled in another is form without substance, and it is the pattern an enquiry looks for first. If the board is to meet in a particular place, the papers should be prepared for that meeting, the directors should arrive with real choices in front of them, and the discussion should be capable of changing the outcome. Occasional travel wrapped around decisions already taken elsewhere buys very little and can be actively unhelpful, because the travel itself shows that someone believed the location mattered.
Is the sale of foreign property taxable where I live?
For a resident, yes — worldwide gains are taxable, and the gain is computed in your own currency, so the exchange rate at purchase and at sale changes the number even when the local-currency price did not move. The country where the property sits usually taxes it too, often with a withholding or clearance step before closing, and that tax becomes a credit. A principal residence relief may apply to a home abroad on the same terms as one at home. See principal residence and foreign property.
Is double taxation illegal?
It is legal. Two countries can each have a valid claim on the same income — one because the income arose there, the other because you live there — and nothing prohibits both from exercising it. What exists instead is relief: tax treaties allocate the claim, and domestic law gives a credit for foreign tax paid. The relief is not automatic, though. It is claimed on a return, and unclaimed relief is simply lost. See how double taxation is relieved.
