The Panamanian Corporation:

Protecting Your Assets &

Tax Saving Benefits

 

Certainly at one point or another, investors come to the decision that they would like to find a way to reduce their tax burden, protect their assets from ridiculous lawsuits and protect their confidentiality. Whether one is looking for these things, or simply to pre-plan for a way to save on estate taxation, the Panamanian Corporation and Foundation offers the most secure and least expensive way to accomplish these goals.

The problem many investors have is of course a lack of information. I would wager to guess that up to 95% of all US based accountants, investment advisors and even most tax attorneys based in North America are very ignorant when it comes to offshore entities. The myth of course is that offshore structures are only for the super wealthy or for criminals. The reality is that many individuals and business owners have used these programs successfully for years to protect their hard-earned assets and reduce their taxes. In addition, through an offshore entity, investors have the opportunity to own a number of well-known mutual funds. An example would include the offshore funds managed by the legendary George Soros, Fidelity Investments, Guiness Flight, Templeton and others. Also, certain real estate investments and bonds (such as US backed Brady Bonds) become available and are also tax-free when the owner is an offshore entity.

How to Establish a Panamanian Corporation

The corporation law of the Republic of Panama provides that any two natural persons acting as the organizers and the subscribers may appear before a Notary Public to organize and constitute a corporation (In Panama Public Notaries govern most entities under the direction of a government institution). It is the usual practice for natural or juridical persons outside of Panama to accomplish the formation of a Panama corporation through a local Panamanian law office, a trust company, or a professional management services firm. For the purpose of drafting necessary documents, the following simple information and particulars are supplied by the client to the incorporation agent:

Company Name - A preferred name, with two or three alternatives in the event that the desired name may conflict with a name already in use, expressed in any language, The name must also include a corporate ending such as (Anonymous Society), Corporation, or Corp, Incorporated, or Inc., Limited, or Ltd. to clearly denote that it is an incorporated company.

Articles of Incorporation – One must specify the purpose of the company and certainly that can be as broad or specific, as you would wish. It is certainly possible to indicate a number of activities, if that is desired.

The capital of a Panama corporation is expressed as Authorized Capital, and there is no minimum capital that must be paid in. I suggest that the indicated capital be no more than US $ 1,000.00 as the initial registration tax or fee is a function of the authorized capital. The minimum, initial capital registration fee is US$60.00 (based upon $ 1,000 authorized share capital). The annual minimum tax thereafter, assuming there are no profits derived from any business activity in Panama, is $ 150.00. You will need the services of a notary and accountant to make this declaration for you, but this is not a problem and costs less than $ 100.00

Shares may be issued in Bearer form or in Nominative form. Preferred, Class A, Class B, voting, non-voting, and other shares structures are also permitted. Keep in mind that the "Articles of Incorporation" are public record.

Directors - A minimum (with no maximum) of three directors is required. These may be of any nationality, residence or occupation. Nominee directors are permitted and many offshore formation firms will try and convince you to use their nominees for this purpose. The decision to use nominee director is yours to make and really comes down to trust.

Do you trust the person whose name appears on your documents as having control over your company? In reality, you can certainly choose anyone that you wish, but I advise you that there are some other strategies you can employ if you wish to remain anonymous. Juridical persons (other corporations or entities) can also act as a director.

Officers - A President, a Treasurer, and a Secretary are required. These may be natural or juridical persons, and there are no requirements as to nationality, residence or occupation. While one person may hold more than one office, it is customary that the President should not also be the Secretary. One of the officers is usually named Vice-president. There may be as many Vice-presidents as required. Managers or other positions may also be named if desired. Normally the directors and the officers are one and the same, but they certainly do not have to be.

Domicile - The company can be domiciled anywhere in the world, but I advise that you stay with Panama or another tax haven as the domicile of the Panamanian Company. The Panamanian Company must have a Registered Agent domiciled in Panama. It is required that the agent is a practicing lawyer or law firm. Domicile of registry is not necessary domicile of Business. A very important point to understand when planning tax strategies.

Duration - The Corporation may have a limited or unlimited life, however, it is customary for the duration to be perpetual.

Time To Establish The Company A competent attorney in Panama can get the incorporation process done in about 1 week to ten days. If the paperwork is being accomplished by mail, and your check needs to clear, then of course the process can take a month. But anyone in a rush can incorporate in person in about 1 week.

As a word of advice, stay away from "shelf corporations" that some of these offshore firms will try and sell you. You do not know if the offshore formation company or attorney has actually made any material changes when you buy a shelf company and you also do not know if the company was engaged in something that will come back to bite you later on. The incorporation process is convenient and quick, so why not get a new corporation from the start?

Corporate Minutes, Seals, Etc. - Corporate Seals or Minutes Books are not required, especially if the corporation does not operate in Panama. With your certified copy of the "Articles of Incorporation", you should not have an problem opening a bank account or conducting other business.

Expenses Our experience is that some firms have charged up to $ 3,000 for one single corporation. We usually work with our clients on a flat fee basis. We prefer the flat fee basis, because we can then shop for the lowest price for our client and truly work as an independent advocate in this way. Regardless of what type of arrangement desired, the entire cost should not exceed $ 1500.00 (with federal express fees, legal fees, etc. included in this amount)

Renewal and registration costs should run no more than $ 300 total. There are a number of offshore formation firms and lawyers that charge outrageous amounts of money to set up and maintain both Foundation and Corporation structures. Some of these prices are way out of line, but most people do not know any better and end up paying quite a bit.

The Myth and the Reality – Using Offshore Trusts, Corporations & Foundations

The first question I usually get from a client centers around the legality of setting up an Offshore-structure. The answer is quite simple. Such entities are perfectly legal. Most Tax authorities do not like them, but they are perfectly legal. Tax authorities try to do every thing in their power to dissuade citizens from moving their money offshore because it becomes difficult, if not impossible, for tracking, reporting and seizure once funds are outside the client’s home jurisdiction. In addition, creditors or courts have a very difficult time getting their hands on such assets when trying to settle a lawsuit.

The tax authorities do not say, in print anyway, that such structures are illegal. In fact, it would be theoretically unconstitutional to prevent by law one’s right to invest or place funds where one wants. The authorities simply want to force or coerce the citizen to divulge such structures so they can assess taxes. To be sure, as more and more people have in fact set up these structures in recent years, the tax authorities are trying to constantly change the tax code. For US citizens, This has involved the dialog box on schedule B, which specifically asks if one has ownership of a foreign bank account, offshore structure or insurance policy. If you say "Yes", of course a red flag is raised when you send back your tax return. If you say "No", and are discovered to have such ownership, then of course they have you for perjury. There are of course legal and legitimate strategies for everything. So, it really depends on what the client wants to accomplish when contemplating the establishment of such a vehicle. We work with our clients to ensure that they are aware of any potential issues before hand so we can map out a strategy that works best for them.

Regardless of the structure established, it is the client’s responsibility for any reporting requirements that may be applicable to them. Our office, and the institutions we work with, do not send any information to third parties.

Offshore companies and foundations are most commonly used for the following:

  • Ownership of Bank Accounts, Investment Accounts or Real Estate
  • As Holding Companies for other Domestic Corporations
  • As a vehicle for re-invoicing and thus a way to reduce tax liabilities in the client’s home country
  • As a vehicle to truly have your business offshore (Internet based businesses, import-export businesses, professional services, etc)

Indeed, these are just some general ideas and uses for such structures. More sophisticated strategies to save on estate or inheritance taxes are also applicable. In reality, there are a number of other strategies and reasons for individuals to set up such entities for themselves. Please contact us with your questions. To Read about the practical use of an offshore company – Click Here

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