--- matter: M-0042 client: MetaSaaS Ltd (synthetic) document_type: advance-tax-ruling-application prepared_by: [Cyprus Partner Firm Placeholder], ICPAC member addressed_to: Director, Cyprus Tax Department — Tax Rulings Division status: SYNTHETIC TEMPLATE — DO NOT FILE verify_tags_pending: true --- > **SYNTHETIC TEMPLATE.** This document is an internal training/template artefact for the IP Box Cyprus turn-key portal. It is not, and must not be filed as, a real ruling application. All names, registration numbers, addresses, figures and signatures are placeholders. All legal citations marked `[VERIFY:law-citation]` MUST be confirmed against the current consolidated text before any client-facing use. --- **[CYPRUS PARTNER FIRM LETTERHEAD]** [Firm Name] Chartered Accountants & Tax Advisors ICPAC Registration No. [XXX] [Street Address], [Postal Code] Nicosia, Cyprus T: +357 22 [XXX XXX] · E: tax@[firm].com.cy Our ref: IPB/M-0042/2026-11 Your ref: — Date: 18 November 2026 **By hand-delivery and by registered post** The Director Cyprus Tax Department Tax Rulings Division Michael Karaolis Street 1471 Nicosia Cyprus Dear Sir / Madam, **Subject: Application for Advance Tax Ruling — IP Box Regime under Article 9(1) of the Income Tax Law N.118(I)/2002 (as amended) [VERIFY:law-citation] and the Intellectual Property (Qualifying Assets) Regulations [VERIFY:law-citation]** We act as ICPAC-licensed tax representatives for **MetaSaaS Cyprus Limited** (the "**Applicant**" or "**Company**"), HE [XXXXXX], a private company limited by shares incorporated in the Republic of Cyprus on 12 February 2026. On behalf of the Applicant we respectfully request an advance tax ruling addressing the three questions set out in Section 6 below, concerning the application of the Cyprus IP Box regime to income derived from the copyrighted software asset described herein. The application is made pursuant to the Tax Department's published advance ruling procedure and is accompanied by the prescribed application fee of €2,000, paid by bank transfer on 17 November 2026 (reference TR-2026-1117-[XXXX], proof of payment at Annex J). --- ## 1. Applicant identification | Item | Detail | |---|---| | Legal name | MetaSaaS Cyprus Limited | | Registration number | HE [XXXXXX] | | Date of incorporation | 12 February 2026 | | Registered office | [Street], [Postal Code] Limassol, Cyprus | | Principal activity | Holding, exploitation and licensing of intellectual property in the field of data analytics software | | Tax Identification Code (TIC) | [10-digit TIC placeholder] | | VAT registration | [Cyprus VAT No. placeholder] (registered 03 March 2026) | | Sole shareholder | MetaSaaS Ltd, a Ukrainian private joint-stock company, EDRPOU [XXXXXXXX], registered office [Kyiv address] | | Directors | Mr Andreas Cypriou (Cyprus tax resident, sole signing authority); Ms Olena [Surname] (Ukraine tax resident, non-executive) | | Auditor | [Cyprus Partner Firm], ICPAC No. [XXX] | | Banker | [Cyprus bank], account opened 28 February 2026 | | Representative for this application | [Cyprus Partner Firm], ICPAC member, address as letterhead; authority granted under Power of Attorney dated 09 November 2026 (Annex A) | The Applicant confirms that it is, and at all times since incorporation has been, tax resident in the Republic of Cyprus on the basis of management and control exercised in Cyprus by its resident director (substance evidence summarised in Section 5 and documented in the parallel Annual Substance Memorandum FY2026, lodged separately with the Tax Department on 14 November 2026). ## 2. Factual background ### 2.1 Group structure prior to restructuring Prior to 12 February 2026, **MetaSaaS Ltd** (the "**UA OpCo**"), a Ukrainian operating company established in 2021, conducted in Ukraine the entirety of the research, development, commercialisation and customer-facing operations relating to a proprietary data analytics software platform marketed under the brand "**DataFlow Analytics Platform**" (the "**Platform**" or the "**Asset**"). All development costs, salaries, subcontractor fees and overheads associated with the Platform during 2022–2025 were borne by UA OpCo and capitalised / expensed under Ukrainian GAAP. ### 2.2 Restructuring of February–March 2026 In response to commercial expansion into EU markets and the customary need for a stable, EU-resident IP-holding vehicle, the group resolved (board minutes UA OpCo dated 28 January 2026; shareholder resolution MetaSaaS Cyprus Ltd dated 02 March 2026) to: 1. incorporate the Applicant in Cyprus (completed 12 February 2026); 2. transfer the legal and beneficial ownership of the Platform from UA OpCo to the Applicant by way of an **IP Assignment Agreement** dated 03 March 2026 ("**IPAA**"); and 3. convert UA OpCo into a contract R&D and customer-support services provider to the Applicant on a **cost-plus 7%** basis under a Master Services Agreement dated 03 March 2026 ("**MSA**"), with services scope limited to (a) continuing software development against backlog defined by the Applicant, (b) Tier-2/Tier-3 customer support, and (c) localisation. UA OpCo retains no IP rights, no decision-making authority over Platform roadmap, and no commercialisation rights. The transfer price under the IPAA was set at **€3,150,000**, supported by an independent transfer-pricing valuation report dated 27 February 2026 prepared by [TP Firm] (Annex B), applying a hybrid Income / Relief-from-Royalty approach. The valuation report was prepared in compliance with the OECD Transfer Pricing Guidelines 2022 and Cyprus TP rules [VERIFY:law-citation]. The transfer price has been settled by intercompany loan (5-year, EURIBOR 3M + 350 bp), executed 03 March 2026 (Annex C). ### 2.3 Post-restructuring operations From 03 March 2026 onward, the Applicant: - holds all IP in the Platform (source code, build artefacts, design documents, trademarks, customer database); - enters into all end-customer licence agreements directly, invoicing in EUR / USD from Cyprus; - engages UA OpCo solely as an arm's-length service provider under the MSA (no IP backflow); - engages one full-time Cyprus-resident R&D employee (see Section 5) reporting to the Applicant's resident director. For FY2026 (10½-month stub period from incorporation), the Applicant projects gross licence income of approximately **€2,850,000** and direct/indirect attributable operating costs of approximately **€1,950,000** (of which €1,720,000 relates to MSA fees billed by UA OpCo at cost-plus 7%). ## 3. Asset description The Asset is a single, identifiable software product comprising: | Component | Description | Evidence | |---|---|---| | Source code | ~480,000 LoC across backend (Python, Go), frontend (TypeScript/React), data pipelines (SQL, dbt) | Git repository, commit history 2021–2026, mirrored to Cyprus Git instance 04 March 2026 (Annex D-1) | | Build artefacts | Containerised microservices, deployed to customer cloud or SaaS | Container registry snapshot (Annex D-2) | | Architectural documentation | Design specs, ADRs, API contracts | Confluence export (Annex D-3) | | Copyright registration | Statement of authorship and ownership chain | Notarial deed of authorship 04 March 2026 (Annex E-1); Cyprus copyright registration filed 11 March 2026, ref [XXXX] (Annex E-2) | | Trademark | "DataFlow Analytics Platform" — EUIPO application No. [XXXXXXXX] filed 06 March 2026 by Applicant | EUIPO receipt (Annex E-3) | The Asset qualifies as **"copyrighted software"** within the meaning of section 9 of the Intellectual Property (Qualifying Assets) Income Tax Regulations [VERIFY:law-citation] ("**IT(LM) IRR**") and as a "qualifying intangible asset" under Article 9(1)(d) of N.118(I)/2002 [VERIFY:law-citation]. The Applicant confirms that the Asset is not a marketing-related intangible (such as a trademark in isolation, brand, customer list or goodwill), which are expressly excluded from the IP Box regime. ## 4. Nexus computation projection The Applicant has applied the modified nexus approach as transposed into Cyprus law in accordance with OECD BEPS Action 5 [VERIFY:law-citation], expressed by the formula: ``` QE + UE QP = ───────── × OI OE where: QE = qualifying expenditure (own R&D + R&D outsourced to unrelated parties) UE = uplift expenditure = min( 30% × QE , acquisition cost + related-party R&D ) OE = overall expenditure = QE + acquisition cost + related-party R&D OI = overall IP income (net of directly attributable expenses) QP = qualifying profit eligible for the 80% notional deduction ``` ### 4.1 Expenditure analysis 2022–2026 (cumulative through FY2026) | Category | 2022 | 2023 | 2024 | 2025 | 2026 (Cyprus stub) | **Total** | |---|---:|---:|---:|---:|---:|---:| | Own R&D — UA OpCo (pre-transfer, qualifying as expenditure of the historic developer, treated per IT(LM) IRR section [VERIFY:law-citation] as QE on day of transfer at historic cost) | €70k | €95k | €115k | €140k | n/a | **€420k** | | Own R&D — MetaSaaS Cyprus Ltd (post-incorporation, Cyprus employee + director time) | — | — | — | — | €120k | **€120k** | | R&D outsourced to UA OpCo under MSA at cost-plus 7% (treated as unrelated-party outsourcing — see Section 6 question (b) on which the ruling is sought) | — | — | — | — | €1,720k | **€1,720k** | | R&D outsourced to other unrelated parties | — | — | — | — | €0 | €0 | | Acquisition cost of pre-existing IP (the €3,150k IPAA consideration) | — | — | — | — | €3,150k | **€3,150k** | | Related-party R&D | — | — | — | — | €0 | €0 | ### 4.2 Projected nexus ratio — FY2026 Under the **conservative scenario** (UA OpCo MSA fees treated as **related-party** outsourcing, i.e. excluded from QE): ``` QE = 420k + 120k = €540k UE = min( 30% × 540k , 3,150k + 0 ) = min(162k, 3,150k) = €162k OE = 540k + 3,150k + 0 = €3,690k ratio = (540k + 162k) / 3,690k = 0.1902 QP = 0.1902 × OI ``` Under the **applied scenario** (UA OpCo MSA fees treated as **unrelated-party** outsourcing on the basis described in Section 6(b) — structural separation, arm's-length pricing, no IP backflow): ``` QE = 420k + 120k + 1,720k = €2,260k UE = min( 30% × 2,260k , 3,150k + 0 ) = min(678k, 3,150k) = €678k OE = 2,260k + 3,150k + 0 = €5,410k ratio = (2,260k + 678k) / 5,410k = 0.5431 QP = 0.5431 × OI ``` Projected OI for FY2026 (gross licence income €2,850k less directly attributable non-MSA costs €230k) = **€2,620k**. Applying the applied-scenario ratio: **projected QP ≈ €1,423k**, rounded down to **€1,400k** for prudence in pre-payment computations. The Applicant notes that the €2.4M projected QP figure occasionally referenced in pre-application correspondence (file ref [XXX]) reflects a multi-year run-rate including FY2027, not FY2026 alone, and is superseded by the present application. ### 4.3 Tracking and documentation The Applicant maintains a per-asset expenditure ledger ("**Nexus Tracking File**", Annex F) recording, line-by-line and with vendor invoice references, the QE / UE / OE classification for each item, in compliance with the documentation requirements of the IT(LM) IRR [VERIFY:law-citation]. The ledger is reviewed monthly by the resident director and quarterly by the Cyprus auditor. ## 5. Substance package summary The Applicant has implemented the following economic substance arrangements, scored against the 12-criterion ICPAC substance scorecard (full evidence in the Annual Substance Memorandum FY2026 referenced above; score 11/12, with Q1 board meeting criterion not applicable due to incorporation date 12 February 2026): | # | Criterion | Evidence summary | |---|---|---| | 1 | Cyprus tax residency by management and control | Resident director Mr Andreas Cypriou; all board resolutions adopted in Cyprus | | 2 | Physical office | Lease for 65 m² office at [Limassol address], dated 20 February 2026, 3-year term (Annex G-1) | | 3 | Resident director with signing authority | Mr Andreas Cypriou, Cyprus tax resident, sole bank signatory (Annex G-2) | | 4 | Qualified employee performing core income-generating activity | Mr Stavros Papaioannou, full-time R&D engineer, Cyprus tax resident, employed from 02 March 2026 (CV + employment contract Annex G-3) | | 5 | Local bookkeeping by ICPAC-licensed firm | [Cyprus Partner Firm], engagement letter 15 February 2026 (Annex G-4) | | 6 | Cyprus bank account | [Bank], opened 28 February 2026 (Annex G-5) | | 7 | Locally adopted board resolutions covering Platform roadmap, pricing, licensing | Minutes Q2, Q3, Q4 2026 (Annex G-6) | | 8 | Local IT infrastructure (Git mirror, build runner, monitoring) | Hosting invoices (Annex G-7) | | 9 | Local engagement with customers (contracts signed by resident director) | Sample contracts (Annex G-8) | | 10 | Independent audit by ICPAC member | Audit engagement letter (Annex G-9) | | 11 | Annual substance memorandum on file | This package (Annex G-10) | | 12 | Board meeting in Cyprus each quarter | Q2, Q3, Q4 2026 minutes (Annex G-6); Q1 2026 not applicable (Applicant not in existence) | ## 6. Questions for ruling The Applicant respectfully requests the Director's ruling on the following three questions: **Question (a) — Asset qualification.** > Does the Director confirm that the **DataFlow Analytics Platform**, as described in Section 3 of this application and evidenced in Annexes D and E, constitutes "copyrighted software" within the meaning of section 9 of the Intellectual Property (Qualifying Assets) Income Tax Regulations [VERIFY:law-citation], and accordingly a "qualifying intangible asset" under Article 9(1)(d) of N.118(I)/2002 [VERIFY:law-citation], such that income derived by the Applicant from the licensing and exploitation of the Asset is eligible to be considered for the 80% notional deduction provided for under the IP Box regime? **Question (b) — Classification of UA OpCo MSA fees in the nexus computation.** > Does the Director confirm that, on the facts set out in Section 2 of this application — namely that (i) MetaSaaS Ltd ("UA OpCo") and the Applicant are under common ultimate ownership but operate under a written arm's-length Master Services Agreement at cost-plus 7%, (ii) UA OpCo retains no IP rights, no decision-making authority over the Platform roadmap, no commercialisation rights and is structurally separated from the Applicant's IP function, and (iii) the cost-plus 7% mark-up is supported by a contemporaneous transfer-pricing benchmarking study (Annex H) — fees paid by the Applicant to UA OpCo under the MSA may be treated as **expenditure outsourced to an unrelated party** for the purpose of the qualifying expenditure (QE) numerator of the modified nexus formula under [VERIFY:law-citation], notwithstanding the common ultimate ownership? > The Applicant draws the Director's attention to the alternative ("conservative") computation set out in Section 4.2, which would apply if the Director took the contrary view (i.e. UA OpCo classified as a related party for nexus purposes), and confirms it would adopt that alternative computation in the absence of a favourable ruling on this question. **Question (c) — First qualifying year.** > Does the Director confirm that the first taxable year in respect of which the Applicant may claim the 80% notional deduction is FY2026 (the stub period 12 February 2026 to 31 December 2026), being the year in which (i) legal and beneficial ownership of the Asset vested in the Applicant pursuant to the IPAA, (ii) substance was established as set out in Section 5, and (iii) the Asset began generating IP income in the hands of the Applicant? ## 7. Supporting documents — Annex list | Annex | Document | |---|---| | A | Power of Attorney granting [Cyprus Partner Firm] authority to act in this matter (09 November 2026) | | B | Transfer-pricing valuation report — [TP Firm], 27 February 2026 | | C | Intercompany loan agreement, 03 March 2026 | | D-1 to D-3 | Git repository handover certificate; container registry snapshot; architectural documentation export | | E-1 to E-3 | Notarial deed of authorship; Cyprus copyright registration receipt; EUIPO trademark filing receipt | | F | Nexus Tracking File (per-asset expenditure ledger), cut-off 31 October 2026 | | G-1 to G-10 | Substance package (lease, director KYC, employee contract, bookkeeping engagement letter, bank account confirmation, board minutes, hosting invoices, sample customer contracts, audit engagement letter, Annual Substance Memorandum FY2026) | | H | Transfer-pricing benchmarking study for MSA cost-plus mark-up | | I | IP Assignment Agreement (IPAA), 03 March 2026 | | J | Proof of payment of €2,000 advance ruling fee (TR-2026-1117-[XXXX]) | ## 8. Closing The Applicant and its representative are at the Director's disposal for any clarification the Tax Rulings Division may require, and undertake to respond to any written request within fifteen (15) business days. We respectfully request that the ruling be issued within the customary six-to-ten-week timeframe. We thank the Director and the Tax Rulings Division for their consideration of this application. Yours faithfully, _______________________ [Name], FCA, CTA Partner, [Cyprus Partner Firm] ICPAC Member No. [XXX] For and on behalf of MetaSaaS Cyprus Limited cc: Mr Andreas Cypriou, Director, MetaSaaS Cyprus Limited File M-0042 --- *End of application — synthetic template, M-0042.*