Registration document 2011 - tota - Total.com

6 TOTAL
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and its shareholders
Information for overseas shareholders
5. Information for overseas shareholders
5.1. United States holders of ADRs
Information intended for U.S. holders of TOTAL’s American Depositary Shares (ADSs), represented by American Depositary Receipts (ADRs),
is provided in the Form 20-F filed by TOTAL S.A. with the United States Securities and Exchange Commission for the year ended
December 31, 2011
5.2. Non-resident shareholders (other than U.S. Shareholders)
In addition to Euronext Paris, TOTAL’s shares have been listed on the London Stock Exchange since 1973 and on the Brussels stock
exchange since 1999.
5.3. Dividends
Dividends paid to non-French resident shareholders are generally
subject to French withholding tax at a rate of 30%.
This withholding tax is reduced to 21% with respect to dividends
received as from January 1, 2012 by individuals who are residents
within the European Union, in Iceland and in Norway.
Dividends paid to not-for-profit organizations that are residents
of the European Union, Iceland or Norway are generally subject
to the French withholding tax rate of 15% under certain conditions
provided for by an Administrative guideline B.O.I 4 H-2-10.
Besides, future court cases may take position on whether or not
the application of French withholding tax on French-source-dividends
paid to non French investment/pension funds is contrary to the EU
principle of freedom of movement of capital.
This summary does not address the specific withholding tax
regime at a rate of 55% applicable to dividends transferred in so
called “Non Cooperative Countries and Territories” or NCCTs within
the meaning of the new Section 238-0A of the French Tax Code.
A list of NCCTs is established annually and updated by the
French tax authorities.
According to many tax treaties signed between France and
other countries (“Tax Treaties”), the rate of French withholding tax
is reduced in the case of dividends paid to a beneficial owner of the
dividend that is a resident of one of these countries as defined by
the Tax Treaties, provided that certain requirements are satisfied
(“Eligible Holder”).
Countries with which France has signed a Tax Treaty providing
for a reduction of the French withholding tax rate on dividends
to 15% include Austria, Belgium, Canada, Germany, Ireland, Italy,
Japan, Luxembourg, Norway, the Netherlands, Singapore, South
Africa, Spain, Switzerland, and the United Kingdom (this is not
an exhaustive list).
Administrative Guidelines issued by the French Tax Authorities set
forth the conditions under which the reduced French withholding
tax rate of 15% may be available. The immediate application of the
reduced 15% rate is available only to Eligible Holders who may
benefit from the so-called “simplified procedure” and are residents
of a country with which France has concluded a Tax Treaty that
provides for a reduction of the withholding tax.
Under the “simplified procedure”, such Eligible Holders may claim
the immediate application of the reduced 15% withholding tax on
TOTAL. Registration Document 2011
the dividends to be received by them, provided that they provide
the financial institution managing their securities with a certificate of
residence conforming to the model attached to the Administrative
Guidelines. The instant application of the 15% withholding tax rate
will be available only if the certificate of residence is sent to the
financial institution managing their securities before the dividend
payment date. Furthermore, each financial institution managing the
eligible Holders’ securities must also send to the French paying
agent the figure of the total amount of dividends eligible for
the reduced withholding tax rate before the dividend payment date.
Where the foreign Eligible Holder’s identity and tax residence
are known by the French paying agent, the latter may release
such foreign Eligible Holder from providing the financial institution
managing its securities with the above-mentioned certificate of
residence, and apply the 15% withholding tax rate to dividends
it pays to such foreign Eligible Holder.
The “simplified procedure” is not applicable to Swiss corporate
holders and Singapore resident holders.
For an Eligible Holder that is not entitled to the so-called “simplified
procedure”, the 30% French withholding tax will be levied at the
time the dividends are paid. Such Eligible Holder may, however,
be entitled to a refund of the withholding tax in excess of the 15%
rate under the standard procedure, as opposed to the “simplified
procedure”, provided that the Eligible Holder provides the French
paying agent with an application for refund on a specific forms
(Forms N° 5000 and 5001 or any other relevant form to be issued
by the French tax authorities) before December 31 of the second
year following the date of payment of the withholding tax at the
30% rate. Any French withholding tax refund is generally expected
to be paid within 12 months from the filing of the abovementioned
forms. However, it will not be paid before January 15 of the year
following the year in which the dividend was paid. Copies of the
French forms mentioned above are, in principle, available from the
French non-resident tax office, at the following internet address:
www.impots.gouv.fr (click on “Recherche de formulaires”).
The foreign taxation of dividends varies from one country to another
according to their respective tax legislation.
In most countries, the gross amount of dividend is generally
included in the recipient’s taxable income. Subject to certain
conditions and limitations, French withholding taxes on dividends
will be eligible for credit against the holder’s income tax liability.