Viewpoints

We render continuous and nearby support to our clients in the creation and maintenance of offshore International Business Companies and related services. And this is because these companies have always been the cornerstone of countries having a territorial tax regime. The new Private Foundations do not seek to replace offshore companies but to complement them, hence Foundations are used primarily for charitable purposes, to serve as the owners of companies (in which capacity the Foundation is generally called a “holding company” or a “parent company” and for family and/or inheritance purposes. To avoid any confusion or misunderstanding for our clients, we list below the main differences between Panamanian Private Foundations and corporations:   (1) A corporation issues shares that represent the participation of the owner in such institution. The shares issued by a company (securities) are transferred by endorsement in the case of nominative shares and by simple delivery in […]

It is simpler to make a thorough study of this wonderful figure by reviewing the persons or internal bodies a Panama Private Interest Foundation comprises. Put in words differing from its definitions, a Private Foundation consists of the commitment of one or more “founders” to transmit assets (money, real estate, shares, bonds and others) that they have undertaken to contribute or donate (which never amount to less than the equivalent of USD10,000) which, together with other assets contributed by “third parties” may be managed by a “Foundation Council” overseen or not by “protectors” (known in the law as “supervisory bodies” for the benefit of the “beneficiaries”).   Each participant in a Foundation is briefly explained below: The Founder One or more persons, whether natural persons or bodies corporate, Panamanian or foreign, may be Founders. Adopting what has become a common practice in Liechtenstein, Panama makes express reference to the Founders […]

Second Most Popular Jurisdiction in the World: Panama is the registered domicile for over 400,000 corporations and foundations, making it the second most popular jurisdiction to incorporate in the world, next to Hong Kong.   No Reporting Requirements or Taxes: Panama does not impose any reporting requirements or taxes for Panamanian Foundations.   No Piercing the Corporate Veil: Panama does not allow “piercing the corporate veil”, so your Foundations books are maintained 100% private and confidential by law.   Anonymous Ownership and Control: The Protector and Beneficiaries need not be publicly registered. Panama Foundations Protectors can be appointed through a Private Protectorate Document, and the Beneficiaries can be appointed through a Private Letter of Wishes, written and signed by the Private Protector.   No Capital Requirements: Panama Foundations do not require Paid-In Capital.   Directors: Every Panama Foundation must have a council (same as directors of a corporation), who’s names […]

History of Panama Private Interest Foundations The Panama Private Interest Foundation is a type of entity that is a cross-breed between a trust and a corporation, however, it is neither. A Foundation is an entity that is different from any other legal entity known in Anglo-Saxon law because it is not the legal personification of a person or group of persons (as with a corporation), rather it is a legal entity that does not have owners (shareholders, participants, or partners), and it traditionally has a specific purpose for the benefit of a general group of individuals. The concept of a “Foundation” began during the Roman Empire, under the influence of Christianity. As an example, the Catholic Church was considered a divine foundation, and the various sub-organizations within the church had the legal control for administrating its’ patrimony. The original foundations were not created for serving a private need for a […]

General Procedures for Registration of a Tailor-made company through Kaizen Step 1 You confirm and engage Kaizen to register an offshore company by either sending Kaizen an email or fax. If so requested, Kaizen will prepare and sign an engagement letter with you. Step 2 You provide to Kaizen either by fax or scan and email the following materials: 1. Proposed company name, either in English only or Chinese only or both; 2. One photocopy of passport (only the page showing the particulars of the holder) and residential address of each shareholder; if any shareholder is another corporation, please provide Certificate of Incorporation and Registered Office of that corporation; 3. One photocopy of passport (only the page showing the particulars of the holder) and residential address of each director; if any director is another corporation, please provide Certificate of Incorporation and Registered Office of that corporation; 4. Amounts of authorized […]

An offshore company can be configured with a number of optional services. This resembles ordering a new car – by installing certain optional equipment it gets safer, more comfortable and more useful. It is important to choose the right configuration that suits You best. There is no universal recipe – each person and his business situation is different. What suits one client perfectly can be dangerous for another.   A properly configured and managed offshore company can provide substantial tax benefits, protect assets, improve business efficiency, reduce costs and maintain confidentiality. An improperly configured offshore company is a recipe for disaster for the owner and his business. In this guide we have explained the various additional offshore services in a straightforward and easy-to-understand manner. GENERAL COMPARISON   The necessity for some or all of the optional services will always depend on the actual circumstances of each client. These should be […]

  “No man in the country is under the smallest obligation, moral or other, so to arrange his legal relations to his business or property as to enable the Inland Revenue to put the largest possible shovel in his stores. The Inland Revenue is not slow – and quite rightly – to take every advantage which is open to it under the Taxing Statutes for the purposes of depleting the taxpayer’s pocket. And the taxpayer is in like manner entitled to be astute to prevent, so far as he honestly can, the depletion of his means by the Inland Revenue.”   – Law Lord Clyde, (Ayrshire Pullman Motor Services v Inland Revenue Comrs [1929] 14 Tax Cas 754, at 763,764).   “There is nothing sinister in so arranging one’s affairs as to keep taxes as low as possible. Everybody does so, rich or poor; all do right. Nobody owes any […]

Memorandum and Articles of Association of an Offshore Company   What are Memorandum and Articles of Association? To incorporate itself officially, a company files one original of its Memorandum of Association and Articles of Association with the Registrar of Companies. These documents can be brief or very detailed, depending on the applicable corporations law, on the standards adopted by the particular company formation agent and on the particular requirements of the client. The Memorandum and Articles provide the legal “skeleton” of the company, by setting forth all the general parameters of the company.   What are in the Memorandum and Articles of Association? Usually these documents describe the form and type of the company, state its Registered Address and Registered Agent, list the operational objects of the company or state that the operation of the company is not limited to any particular objects, determine its authorized capital, if any, and […]

Enactment of the Companies Act 2001 Until 2001, companies in Mauritius were formed under the Companies Act 1984, which was modelled on the English Companies Act 1948. Companies may be limited by shares or by guarantee, or they may be unlimited. Companies are incorporated by swearing a deed of incorporation in front of a notary, after the Registrar of Companies has approved the company’s name. There has to be a local registered office where the company’s books and records are kept, but this can be maintained by a professional firm. There must be a minimum of two directors, and a secretary who must be a local resident. Audited annual financial statements and an annual return must be filed with the Registrar of Companies. Company formation takes between two and three weeks. Minimum authorized capital is MR25,000, and annual registration fees vary between MR4,000 and 8,000 depending on the amount of […]

Mauritius GBC2 Incorporation Package #MAUGBC201 Services included in this package: Certificate of Incorporation. GBC 2 License Constitution (M & A) of the Company One Bound Set of Above Documents Notarized and Apostilled under the Hague Convention Register of Member Register of Director Register of Registered Agent Share Certificate(s) Provision of Registered Agent & Registered Office Services Annual Government License fee Company Seal   Price: USD1,900 Second & subsequent years: USD1,200   Mauritius GBC2 Incorporation Package #MAUGBC202 Services included in this package: Certificate of Incorporation. GBC 2 License Constitution (M & A) of the Company One Bound Set of Above Documents Notarized and Apostilled under the Hague Convention Register of Member Register of Director Register of Registered Agent Share Certificate(s) Provision of Registered Agent & Registered Office Services Annual Government License fee Company Seal Corporate bank account with HSBC Hong Kong   Price: USD2,350 Second & subsequent years: USD1,200   Documents […]