PANAMA
INCORPORATION SERVICES

PROPOSED STRUCTURE
This is the kind of structure we generally recommend to our EU, US and Canadian clients (or those who wish to keep full anonymity), consisting of a Private Interest Foundation holding ownership of an International Business Corporation.

We recommend this dual entity structure because it provides the utmost in asset protection, anonymity, privacy and confidentiality.

The corporation can hold all major assets, such as bank accounts, brokerage accounts, real estate, etc. while the foundation acts as a holding company to the corporation.

This Foundation structure can be compared in some respects to a common law trust, only more secure. The Foundation then does not have "shares" as an incorporated company would, and would be best suited for clients that simply wish to have a structure that would allow them to invest or hold title to property for asset protection purposes.

Like an incorporated company, using such a structure to own bank or investment accounts, also offers some important tax benefits as well. However, it is important to note that a Foundation is not an incorporated company and cannot engage in a for profit business the way an incorporated company could.

The Foundation can of course act as the 100% owner of an incorporated company, offering you the opportunity to keep company directorship or stock out of your name.

The Panamanian incorporated company, like any incorporated company in the world, would be a structure that can be used to carry on a business enterprise. In truth, an incorporated company can also be an important tool in tax planning or asset protection as well, depending upon your goals and needs. For some clients that may wish to use nominees and feel comfortable with this arrangement, a stand-alone incorporated company may be sufficient.

For US citizens, the tax code states that should a US citizen own the stock of an "offshore" company or act as a director, and then this must be disclosed on the annual 1040 tax return. The same is true for US citizens that own bank accounts and other investments directly in their own name as well.

The obvious answer is, do not maintain any accounts in your name directly and do not have yourself listed as a "shareholder" or director in the public record. This is accomplished by using the Foundation structure in concern with an incorporated company.

Some clients may prefer to act as the President of the Foundation council (with the foundation as the 100% owner of the company), and use nominees for the incorporated company. Other clients do not wish their name on anything, and may prefer to use nominees all the way around (with a private legal Power of Attorney given directly to the client).

Remember that a Foundation is a private non-profit entity, so to act as the president of a non-profit entity is not completely a negative. This can be compared to acting as the President of your Condominium Association, local Chamber of Commerce, or perhaps another non-profit association. However, we can always provide you the necessary Nominees for the Offices – members - of your Private Interest Foundation – Founder, Foundation Council and Protector.

It is important to note that the term "non-profit" simply means that one cannot directly operate the Foundation in the same capacity as a company. However, Panamanian Law says that a Foundation may do anything permissible under law to increase the assets of the Foundation. So, this means that a Foundation can own stock of companies; it can own bank accounts, real estate, title to other kinds of property and generally make any type of investment that is desired.

For some clients that simply wish to have a secure way to conduct their investments, a stand-alone Foundation may be sufficient (providing it is set up properly). For those clients that have a need to conduct some sort of business, but also want to arrange things in a way so that "ownership" or reporting issues are addressed, then, using both the Foundation and Incorporated Company may be the answer.

Some clients may of course wish to simply set up an entity for business purposes alone, and it could be the case that a stand-alone company is sufficient for them.

Remember that one entity may be a better choice than the other, but all depending upon your own particular needs. In addition, as outlined above, there may be cases where using both structures together would be the wisest course of action to accomplish your goals. This is not meant to be confusing, but rather to point out that you should make the best decision possible based upon which would best serve your needs - a stand-alone structure or a combined one.

In addition, some clients do of course prefer the idea that the foundation could be the shareholder of an incorporated company, thus allowing for profits to be "distributed" out of the company and into the foundation. This idea further removes profits from one "public" structure into a more private one.

The Panamanian incorporated company, like any incorporated company in the world, would be a structure that can be used to carry on a business enterprise.
In truth, an incorporated company can also be an important tool in tax planning or asset protection as well, depending upon the goals and needs of the client. For some clients that may wish to use nominees and feel comfortable with this arrangement, a stand-alone incorporated company may be sufficient.

Keep in mind that providing company profits are generated outside of Panama, there is zero corporate tax liability for the company. The only exception to this is of course interest generated from bank account deposits, which is 100% tax-free regardless.

Is one better than the other? Should I use both structures when making plans for my offshore holdings?
This really depends on what you wish to use the structure for, and also it depends upon your citizenship (and related tax reporting issues). For US citizens, the tax code states that should a US citizen own the stock of an "offshore" company or act as a director, then this must be disclosed on the annual 1040 tax return. The same is true for US citizens that own bank accounts and other investments directly in their own name as well.

How will you address this problem?
The obvious answer is, do not maintain any accounts in your name directly and do not have yourself listed as a "share-holder" or director in the public record. This is accomplished by using the Foundation structure in concern with an incorporated company.

How then should this be "set up"?
Again, it depends upon what you are comfortable with. Some clients may prefer to act as the President of the Foundation council (with the foundation as the 100% owner of the company), and use nominees for the incorporated company. Other clients do not wish their name on anything, and may prefer to use nominees all the way around (with a private legal power of attorney given directly to the client).

Remember that a Foundation is a private non-profit entity, so to act as the president of a non-profit entity is not completely a negative. This can be compared to acting as the President of your Condominium Association, local
Chamber of Commerce, or perhaps another non-profit association.

To understand the entire role of the foundation within this structure, you
first have to understand the composition of the foundation.

THE PRIVATE INTEREST FOUNDATION
HAS 4 MAIN PARTS:
Founder - The founder is the person or entity that forms the foundation in
the public registry. Our firm generally provides a nominee founder, and
provides you with a pre-signed, undated letter of resignation from the
founder immediately upon incorporation of the foundation. At that point,
the founder holds no control.

Foundation Council - The council serves the same function to the foundation as directors do to a corporation. The council's names and passport numbers are registered in the public registry when the foundation is incorporated. For protecting the privacy of our clients, we generally provide a nominee council, and provide pre-signed, undated letters of resignation from the nominee council. At that point, the council holds no control.

Protector - The Protector is the ultimate controller of the Foundation.
Immediately upon incorporation of the foundation, the council appoints a
Protector, through a notarized Private Protectorate Document. Since the
document is a private, non-publicly registered document, the Protector
remains 100% anonymous. From that point on, the Protector has full
control over the foundation and all of its assets.

Beneficiaries - The Beneficiaries are appointed through a Private Letter of Wishes, which is written by the Protector. The Letter of Wishes is a private document, so the beneficiaries remain 100% anonymous. The Letter of Wishes can be changed or modified at any time by the Protector only.

THE FOUNDATION IS ESTABLISHED TO SERVE FOUR PRIMARY PURPOSES:
1. Serve as a holding entity for the Corporation:
Using the foundation, you can avoid the use of bearer shares, or shares issued to your personal name. The foundation can be named as the share holder on the share certificates of your corporation. You control the foundation anonymously through a Private Protectorate role. As Protector, you appoint the beneficiaries through a private Letter of Wishes (or a more formal set of foundation By-Laws). Since both the Protector and the Beneficiaries are both appointed through non-public (private) documents, they remain 100% anonymous and confidential.

2. Serve as beneficial owner when opening financial accounts:
Today, due to the global scare of terrorism, etc. most offshore tax haven jurisdictions have implemented laws that require their banks to obtain "declarations of beneficial ownership" when establishing corporate bank accounts. Keep in mind that in most offshore jurisdictions, such as Panama, the banks are required to maintain this information under strict confidentiality under the bank secrecy laws that are strictly enforced. However, if you do not wish to sign the declaration as the beneficial owner when establishing your corporate accounts, the foundation can serve as the beneficial owner for these declaration purposes, and the nominee foundation council can sign the declarations on behalf of the foundation.

3. Serve as a testamentary vehicle for distribution of your assets to
your heirs:
Under Panamanian laws, a Foundation's assets are "non-embargable" and "non-sequesterable", meaning that no one may freeze the assets under any circumstances - providing the ultimate asset protection vehicle. The Panama Private Interest Foundation is specifically designed to cherish, protect, and distribute your assets to your beneficiaries upon a triggering event, such as your death or incapacity. Your foundation's Letter of Wishes, written by the Protector, will serve as its "living will", detailing the foundations assets, list of beneficiaries, and how and when those assets are to be distributed to the beneficiaries.

Since the inheritance is coming from outside of the beneficiary's domestic country, the inherited assets are not subject to any of the standard taxes and legal procedures. Through the foundation, your heirs will receive their inheritance free of probate, gift taxes, estate taxes, inheritance taxes, or legal delays.

4. Serve as a vehicle to facilitate the transference of funds offshore
and the repatriation of those funds back onshore:
Since the foundation is a charitable entity, it may receive donations, and it may give donations/grants, etc. to anyone you choose. Hence, you can donate your funds to the foundation. In turn, the foundation can provide educational grants, charitable donations, etc. to anyone you choose.

RENDERED SERVICES
All legal services, the drafting of original documents, all government filings and registrations, nominee director services provided by a qualified law firm, legal and notarized powers of attorney for the client, English translations of all documents, will be fully provided.

PANAMA PRIVATE INTEREST FOUNDATION
Original Foundation Charter in Spanish, registered in the public registry;
Official English translation of Foundation Charter;
Nominee Foundation Council (optional) with pre-signed, undated letters of resignation, notarized;
Notarized Private Protectorate Document;
General Power of Attorney, notarized and apostle.
Foundation Letter of Wishes (example).

PANAMA INTERNATIONAL BUSINESS CORPORATION
Original Articles of Incorporation in Spanish, registered in the public registry.
Official English translation of the Articles of Incorporation;
Nominee Directors (optional) with pre-signed, undated letters of resignation, notarized;
First meeting of the board of directors, whereby the nominee subscribers renounce their rights to one share each, and 100% of the company shares are issued;
Company Share Certificate issued to the name of your foundation (or to the Bearer);
General Power of Attorney, notarized and apostil;

CORPORATE BANK ACCOUNT
Established through our correspondent banks
Debit cards are available.
- Secured credit cards are available.
Online banking is available.
Multi-currency accounts are available

GENERAL MANAGER AGREEMENT
Agreement between yourself and your corporation (or foundation), documenting your role as General Manager (not a director, just a manager).
Enables you to receive a salary and/or commissions from offshore, and justifies your income.

Justify yourself as signatory on the company accounts, as well as using the company debit card and check book for business expenses, etc.

MAIL FORWARDING SERVICE
Corporate PO Box in Panama to receive post mail for your entities; or
Physical address in Panama to receive courier packages for your entities.
Forwarding service via post mail, courier, fax, or scanned email attachment.

SUMARIZE OF OUR SERVICES
Panama Foundation
Panama Corporation
- 2 Corporate Offshore Accounts
General Manager Agreement
Mail Forwarding Service

INCORPORATION FEES
FOR THE WHOLE STRUCTURE

PANAMANIAN FOUNDATION
Formation Fees – Euros 1,750.00
Special draft of Foundation Deed, adapted to your specific needs – Euros 275.00
Annual maintenance fees – 1,050.00 (*)
2005 Annual Government License fee – USD 350 – Euros 300.00
Provision of Nominee Founder – Euros 350.00/annual
Provision of a Nominee Foundation Council – Euros 750.00/annual
Provision of Foundation Protector – Euros 450.00/annual (Optional)
Provision of certified and apostilled Power of Attorney – Euros 650.00/un
Hand Plier Company Seal – Euros 75.00
Provision of Corporate Bank Account – General Disbursements - Euros 450.00
2nd set of certified documents for bank account opening purposes – Euros 325.00
Draft of Minutes to decide the opening of a Bank account and appointing the Account Signatory - Euros 125.00
DHL delivery of documents – Euros 70.00
(*) 1st year fees will be payable together with incorporation fees. (*) 1st year fees will be payable together with incorporation fees.

PANAMANIAN
INTERNATIONAL BUSINESS COMPANY
Formation Fees – 1,650.00 (*)
1st year Government License Fee (US$ 350.00) – Euros 300.00/annual (**)
Annual maintenance fees – 1050.00/annual
Preparation and draft of M&AA (Statutes) – Euros 275.00
Provision of Bearer Shares - Euros 250.00
Provision of Nominee Board of Directors – Euros 750.00/annual
Certified and apostilled Power of Attorney – Euros 650.00
Provision of an Offshore Corporate Bank Account – General Disbursements - Euros 470.00
2nd set of certified documents for Bank Account opening purposes – Euros 325.00
Draft of Board Resolution Deciding the opening of bank Account and account Signatory - Euros 125.00
Hand Plier Company Seal – Euros 75.00
DHL delivery of documents – Euros 70.00

(*) All documents will be provided notarised and apostilled.
(**) 1st year fees will be payable together with incorporation fees.

ANNUAL FEES
The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
- the provision of a registered office in the jurisdiction of incorporation (Panama), as required; the registered office is not considered as a trading address.
- Local incorporation agent to provide you all services relating the Foundation/IBC matters (registered agent facilities);
- filing statutory returns with official departments, required, to keep the Foundation/IBC active and in Good Standing;
- Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
- attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;
- Processing and Return Filings with Panamanian official departments

OFFSHORE CORPORATE BANK ACCOUNTS
We shall be very pleased to introduce you to any of the banks below for opening your Corporate Bank Account:

Lloyds TSB Bank - Isle of Man and Jersey
Standard Bank – Isle of Man and Jersey
First Caribbean International Bank - Turks & Caicos
Anglo Irish Bank, Austria
Credit Suisse, Zurich, Switzerland
Barclays, Channel Islands
Amongst others

NOMINEE SERVICES
Remark: In case you will contract our Nominee Services, as proposed and recommended in this specific structure, a Power of Attorney (certified and apostilled) will be provided in your name, together with following documents:

- Nominee Founder’ Agreements
- Nominee Council’s Agreements
- Nominee Council’s Declaration of Trust
- Nominee Council’s Resignation Letter, signed by all Members and undated
- Nominee Protector’s Agreements (if a Nominee Protector required)
- Nominee Protector’s Declaration of Trust
- Nominee Protector’s Resignation Letter signed and undated

Nominee Services are recommended to those people who wish and require 100% privacy, confidentiality and anonymity as to his relationship with the Foundation.

In such case, your name will not appear on the Registrar of Companies, but the Nominees’ names. You can however manage the Foundation interests through the above referred Private Protectorate Document.

FULL SERVICED VIRTUAL OFFICE IN PANAMA
FOR YOUR IBC
A service provided for those who incorporate offshore but simultaneously need to offer the structure a full “virtual” presence in Panama.

Mailing address with mail re-forwarding services – Euros 780.00/annual
Set up fee – Euros 50.00
Provision to cover mail re-forwarding – Euros 200.00 (*)
Dedicated and exclusive telephone line - 750.00/annual (**)
Set up fee – Euros 25.00
Provision to cover message re-forwarding – Euros 200.00
Dedicated and exclusive fax line - 750.00/annual
Set up fee – Euros 25.00
Provision to cover fax re-forwarding – Euros 200.00
(*) Provision can change due to delivery mode and regularity as to be agreed

HOW TO START PROCESSING THIS INCORPORATION
Just let us know your interest in proceeding, and we shall send you out our application form, so that you may provide us all coordinates required for your specific incorporation, together with our Proforma Invoice, with banking coordinates, for settlement of Fees by swift wire bank transfer.

TIME TO INCORPORATE
Both the Panamanian P.I. Foundation and the Panamanian IBC will be incorporated within 4 - 5 days. However, to get the necessary Powers of Attorney and all documents, relating both the Foundation and the IBC, it will take 6 – 7 extra days to get all documents certified, apostilled and delivered.

We hope this structure may deserve your analysis and consideration but, in case you may place any question, or discuss any further related matter, please do not hesitate to contact us.

We shall be at your entire disposal to discuss all details of this proposal, and any eventual suggestion you may wish to propose.