|
Private Interest Foundation Law of the Republic of Panama is based on the Panamanian
Trust Law (No. 1 of 1994) as well as the Liechtenstein Family Foundation
Law of the Principality of Liechtenstein in Europe. The Legislative
Assembly in Panama approved Law No. 25 of June 12, 1995, whereby
private interest foundations are regulated. Below we summarize its
relevant aspects.
- CONSTITUTION. Foundation may be constituted
by one or more natural or juridical persons, either by themselves
or through third parties. The endowment of a foundation capital
is required, exclusively destined to the purposes expressly provided
in the foundation instrument. The foundation capital may be increased
by the founder or by the Board of Governors of the Foundation.
Constitution may be obtained through the following methods; a)
private instrument subscribed by the founder, whose signature
must be authenticated by a Notary Public; b) before the Notary
Public of the place of constitution. In case the foundation is
to be formed to have effect after the founder's death, testamentary
grant formalities are not required. The foundation instrument
must contain:
- FOUNDATION NAME. The word "foundation"
must be included in the name, 2) Foundation Capital. No less than
US$10,000.00, 3) Names and addresses of the foundation board members
to which the founder may belong;, 4) Domicile of the foundation,
5) Name and domicile of the foundation's resident agent (lawyer
or law firm) who must authorize the foundation instrument before
its registration at the Public Registry Office; 6) Purposes of
the foundation; 7) Procedure to appoint the foundation's beneficiaries,
amount which the founder may be included; 8) Reserve of the right
to modify the foundation instrument when deemed convenient; 9)
Duration of the foundation; 10) Destiny of the foundation assets
and liquidation procedure upon dissolution, and; 11) Any other
lawful clause the founder deems convenient.
- PURPOSE. Private interest foundations must
seek Non-Profitable Purposes. Nevertheless, commercial activities
may be carried out and capital stock rights may be enforced by
the foundation as long s the outcome of such activities is destined
to the foundation's purposes.
- TAXATION. Foundations are subject to payment
of registration fees and annual franchise tax equivalent to those
charged to Panamanian corporations. All acts of constitution,
modification, extinction, transfers or encumbrance regarding the
foundation assets and foundation assets related income, are exempt
of any kind of taxes, duties, charges or fees, if such assets
meet the following requirements: 1) Assets located abroad, 2)
money deposited by natural or juridical persons whose rent is
not of Panamanian source or not taxable in Panama, 3) stocks or
any kind of securities, issued by corporations whose rent is not
of Panamanian source or not taxable by any cause, even though
those stocks or securities are deposited in Panama.
- REGISTRATION. Registration of the foundation
instrument before the Public Registry Office shall invest legal
capacity to the foundation, regardless of any other legal or administrative
authorization. Said registration will also be of public record
against third parties.
- FOUNDATION CAPITAL. Once is registered, the
founder or third parties have the endowment of assets (either
current or future), must formalize its transfer. An important
characteristic of the foundation capital is that it constitutes
an independent property from the founder´s personal property.
Therefore foundation capital may not be attached or garnisheed,
except for damages or obligations incurred as result of the foundation
purposes. In any case, foundation capital will compensate personal
obligations of the founder or the beneficiaries.
- IRREVOCABILITY. Private Interest Foundations
and transfers to the foundation are irrevocable.
- FOUNDATION BOARD. The Board must have a minimum
of three (3) members, in the case of natural or juridical persons.
Its main function is to fulfill the foundation purposes.
- SUPERVISORY ORGANS. Besides the board, the
foundation instrument may provide for the appointment of supervisory
organs (custodians, auditors, or any other similar) appointed
by the founder or majority of founders.
- DISSOLUTION. Specific causes are established
in the Law, but in general they may be perpetual.
- FOREIGN FOUNDATIONS. May be registered in Panama
and continue its legal existence as private interest foundations
in the Republic of Panama. Likewise, private interest foundations
constituted according to Panamanian Law and its assets, are entitled
to be transferred to another jurisdiction.
- BANKING SECRECY. Members of the Foundation
Board and Supervisory Organs as well as private of public officers
that are aware of the foundation activities or operations must
provide reserve and confidentiality at all times, and are subject
to criminal and civil responsibility.
- CONTROVERSIES. The foundation instrument may
express that all controversies will be settled by arbitration.
In lack of this provision, general Procedural law would be applicable.
|
 |
|