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Panamanian Law requires that a Foundation Charter be
registered at the Public Registry in order for the Foundation to acquire
juridical personality. Like any other juridical person who will have
rights and obligations and who will acquire and own assets of all kinds,
the Law requires that certain basic information be provided in the Charter
in order to validly constitute a Foundation.
The fact
that the foundation charter needs to be registered offers the Panamanian
vehicle more judicial safeguards: it grants the Public Registry the
elements to issue a "Certificate of Public Registry" thus ensuring the
real existence of the foundation. This document may be legalized by
Apostille, and it will prove to be a great tool for the prompt opening
of bank accounts in the name of the foundation.
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The
Foundation Charter must include the
following information:
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The name of the foundation in any language with characters of the Latin
alphabet, and which to avoid confusion, shall not be identical or
similar to that of any other foundation previously registered in the
Republic of Panama. The name shall include the word "foundation" to
distinguish it from a natural person or from a different kind of
juridical person. |
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The initial capital of the foundation, expressed in any currency of
legal tender, and which shall in no case be less than an amount
equivalent to US$10,000.00. |
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A complete and clear designation of the name and address of member or
members of the Foundation Council, to which the founder may belong. |
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The domicile of the foundation. |
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The name and domicile of the Resident Agent of the foundation in the
Republic of Panama, who must be an attorney or Law firm. The Resident
Agent must countersign the Foundation Charter prior to its registration
in the Public Registry. |
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The
purposes or objects of the foundation. |
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The manner of appointing the beneficiaries of the foundation, which may
include the founder. |
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The reservation of the right to modify the Foundation Charter when
deemed convenient. |
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The purposes or objects of the foundation. |
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The manner of appointing the beneficiaries of the foundation, which may
include the founder. |
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The reservation of the right to modify the Foundation Charter when
deemed convenient. |
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The duration of the foundation. |
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The destination to be given to the estate of the foundation and the
manner of liquidating such estate in
the event of dissolution. |
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Any
other lawful clauses which the founder may consider convenient.
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Any information not required by Law to be included in the Foundation
Charter and which the founder would rather keep confidential can always be
written into "the Regulations". As in Liechtenstein, the Regulations are a
private document and, as such, do not need to be registered at the Public
Registry or anywhere else. Traditionally, then, any information containing
the names of the beneficiaries and their rights over the foundation
property are written into the "Regulations". Consequently, the
beneficiaries' identity and all successory dispositions need not be
revealed to any governmental agency, not even to the attorneys organizing
the foundation.
The Law places practically no limits upon the structuring of the
beneficial interests of a foundation. One of the more common scenarios is
for the founder to designate himself/herself as beneficiary for life and
provide successive beneficiaries upon his or her death.
The Law further enhances the confidentiality of this instrument by
creating in article 35 severe sanctions (fines of up to US$50,000.00 and
imprisonment of up to six months) for breach of the duty to maintain the
information confidential. This obligation applies to members of the
Foundation Council and of the supervisory bodies, if any, as well as to
public or private employees having any knowledge of the activities,
transactions or operations of the foundation.
Furthermore, the Regulations may be kept outside the country in the
hands of the founder, his fiduciary agent, the protector or any other
person or institution vested with the confidence of the founder. For all
of the above-mentioned reasons, and some additional ones which will be
explained in other parts of this Newsletter, the private foundation has
been called the perfect living will. There is no need to open public
proceedings if the founder dies, and his wishes regarding the use,
transference, and final destination of his assets can be carried out
privately by the Foundation Council. |
