Panamanian Corporations, Private Foundations and Trusts
|
|
- Edgar Caldwell
- 5 years ago
- Views:
Transcription
1 Panamanian Corporations, Private Foundations and Trusts By: David M. Mizrachi, B.A., J.D. 1 I. Introduction The Republic of Panama has developed several laws and regulations governing the creation and functioning of entities with separate legal personality from their owners. These include partnerships, corporations, limited companies, private interest foundations, cooperatives, trusts and others. The most common form of legal entity used to conduct business and hold assets under Panamanian law is the corporation, which dates back to The trust was statutorily introduced in 1984, and the private interest foundation was created in 1995, primarily as asset holding entities. We shall briefly review these three forms of legal entities. A. Panamanian Corporations Corporations are literally called Sociedades Anónimas, which loosely translates as Anonymous Partnerships. In practice, however they are not really anonymous and are somewhat similar in nature to the American concept of a corporation as in, for example, Delaware corporations. Panamanian corporations are primarily governed by Law N 32 (1927) and the Commercial Code of Panama. Although their legal origin dates back nearly eight decades, some of its more cumbersome requirements were modernized through the 1997 Amendments to the Commercial Code. Therefore, they remain a very common and reliable alternative to conducting business and holding assets separate from the private individual or family structure. i. Formation Requirements Under Article 1 of Law N 32 (1927), a corporation may be formed by two or more adults regardless of their nationality, known in that law as the subscribers. These subscribers must sign the articles of incorporation, which shall include the following: 1. The names and domiciles of the subscribers (similar to promoters), who may or may not be the actual owners or beneficiaries; 2. The name of the corporation which may not be identical or similar to that of another existing corporation, and shall include a designation in any language stating the corporate status (for example the words Corporation, Incorporated ; or the abbreviations Inc., Corp., and, most commonly, S.A. ). This provision is subject to very lax enforcement, many times sufficing that a word be added for registration to be allowed, in spite of the similarities in name with another 1 ( 2006, Mizrachi, Davarro & Urriola) DISCLAIMER: This document is not meant to be relied upon in place of seeking independent legal advice. It is only an informal survey of certain laws, which may contain inaccuracies. The Author and his firm disclaim any responsibility for its accuracy, fairness, reliability, or contents. No representation is made as to the legal and/or tax consequences of any of the concepts herein described. The reader is specifically warned not to rely on its contents and to seek professional advice from a licensed attorney in Panama. The hiring of an attorney is an important decision which should not be based on advertising and/or publications alone. Should you be interested in learning more regarding the Author s qualifications, you will be provided with additional information free of charge upon request.
2 existing corporation; 3. The corporation s purpose, which may be specific or general, but limited to lawful activities only; 4. The authorized capital and number of shares of the corporation, which shall be stated in any legal currency, but most commonly Panamanian Balboas or United States Dollars; 5. The different kinds of shares (if applicable), and their preferences, rights and privileges; 6. The number of shares that each of the subscribers agrees to take, although in many instances the subscribers waive that right without actually taking any shares; 7. The corporation s domicile, which may be located anywhere in the world, and the name and the domicile of its resident agent, who must be a lawyer or law firm in Panama; 8. The duration or term of the corporation, most of which are for an indefinite term; 9. The number of directors, with their names and addresses, which should be at least three (3), and may composed of at least as many individuals or entities, regardless of their nationality; 10. Any other lawful provision agreed to by the subscribers. The articles of incorporation must be transcribed into a public instrument and signed by a Notary in Panama, followed by its registration at the Public Registry, which would then assign a microfiche number to each corporation. These are only the general rules. Certain domestic business activities such as banking, insurance reinsurance, securities, protection services and gaming have additional incorporation requirements and may need governmental approval prior to their incorporation. Public corporations also have additional reporting requirements. Other activities such as retailing may not be undertaken by corporations which are owned or controlled by foreigners. Domestic real estate ownership through a Panamanian corporation has only a few restrictions which must be consulted prior to incorporation. Foreign owned Panamanian corporations may thus hold private property in Panama. Initial incorporation is usually quick, taking approximately four (4) business days when the subscribers are nominees located in Panama, and the basic form of articles of incorporation is adopted. Changes to the basic form of articles may involve some additional work and costs, and may take longer to register. The articles must be written in Spanish although they may include a translation. ii. Share Capital and Shareholders The number of shareholders in a corporation depends upon the number of shares allowed in the articles of incorporation. Shares may be issued nominally or to the bearer and may carry par value or have no par value. There may also be more than one type of share, for example, preferred or ordinary shares and voting or non voting shares. Depending upon the type of activity involved, the shareholders may be Panamanians and/or foreigners, as well as individuals and/or entities. Unless otherwise stated in the Articles of Incorporation or Bylaws, the board of directors is in charge of issuing shares and determining their preferences, method of payment and all other aspects inherent to such. Generally, bearer shares must be fully paid prior to their issuance and the holder of bearer shares may request their re-issue as nominal shares. The holding of bearer shares is becoming less and less practical due to banking and know your customer regulations. Even when accepted, many contracting parties in Panama and abroad are now requiring their holders or beneficiaries be clearly disclosed prior to 2006 Mizrachi, Davarro & Urriola Page 2
3 doing any business with a corporation. Unless otherwise stated in the Articles of Incorporation or the Bylaws, the Shareholder Assembly is the ultimate controlling body within a corporation. Generally, all shareholders have the right to be summoned to an Assembly and may vote either directly or by proxy. Many corporations simply serve as holding companies and do not undertake any regulated business activities. Such corporations are generally not required to file a notice of annual meeting at the Public Registry. The most common corporate activities registered at the Public Registry are changes in the board of directors, capital structure, powers of attorney, officers and shareholder authorizations to transfer or dispose of corporate assets. iii. Corporate Liability and Insolvency Matters A corporation is a legal entity separate and distinct from its shareholders. As such, it carries liability for its own acts or omissions. It is also capable of holding its own assets and may be decreed in bankruptcy as provided by the bankruptcy laws of the places where it does business. iv. Management and Representation of the Corporation Management of corporate affairs is generally vested upon its board of directors and officers, and representation vested upon the president of the corporation or another person so designated by the articles of incorporation, a shareholders resolution or by the board of directors. A corporation may issue general or special powers of attorney in fact, which may or may not be registered, vesting upon another individual or entity the power to bind the corporation, either discretionally or not, depending upon the document which grants such power of attorney in fact. Corporate assets may generally be transferred, disposed of and/or encumbered by the board of directors or any duly appointed person, but only following a shareholders meeting called for that purpose, or with the express written consent of a majority of the shareholders, in the absence of such a meeting. iv. Treatment of Profits and Losses As a business entity, a corporation may earn profits or incur losses. The profits may be kept by the corporation or paid out as dividends, depending on the board of directors or the shareholders, as may be the case. A corporation may also sit idle and not have any income producing activities, as is the case with a real estate holding corporation. v. Liability of Officers and Directors Directors may be held jointly and severally liable to a corporation s creditors if declaring dividends or payments which would render the company insolvent; if their actions reduce the company s capital; or, when making a false declaration of a material nature regarding the corporation. Although not a common occurrence, with the advent of good corporate governance norms, this may become an issue. Directors and officers may also be found liable for breaching their duties under the Securities Laws of Panama in case of public corporations. vi. Liability of Shareholders Article 39 of Law N 32 (1927) states: Shareholders are only liable with respect to a company s creditors up to the amount owed on account of their shares; but no action may be filed against any shareholder for the debt of the company until a judgment has been 2006 Mizrachi, Davarro & Urriola Page 3
4 rendered against it, which total import has not been collected following execution against the corporate assets. Similarly, Article 251 of the Commercial Code states that: A commercial entity created under the provisions of this Code shall have a legal personality of its own different from that of its members for all of its actions and contracts Panamanian laws provide for protection of the corporate veil in most circumstances. This means that a shareholder is generally not personally liable for the acts or omissions of the corporation and vice versa, a corporation is generally not liable for the acts or omissions of its shareholders when acting in their individual capacity. Thus, generally the assets of a corporation cannot be sought to satisfy the individual obligations of its shareholders. Under normal circumstances, shareholder liability would be limited to the amount owed on its shares, if any, and only if the corporation cannot pay its debts. However, these general rules also carry some exceptions, the most salient of which are when criminal activity, domestic tax fraud, government funds, highly regulated industries or some pressing family or labor law issue are involved. In such limited circumstances, the corporate veil may be pierced, and the liability may be transferred from the corporation to the individual shareholder, beneficiary or controlling party and vice versa. B. Private Interest Foundations Since 1995, Panamanian law provides for the creation of private interest foundations, which are different from non-profit foundations and public interest foundations. Private interest foundations facilitate lifetime planning, management and disposition of assets. They are characterized by their efficiency, simplicity and discretion. They generally follow the model of the Liechtenstein Family Foundations. The benefits from a private interest foundation are primarily, as stated in its name: for private use. Private interest foundations are frequently used to plan the use of the founder s assets or of part of such, and to distribute the benefit of the foundation between or among several beneficiaries, including the founder itself, as well as institutions not related to the founder or the beneficiaries. Private interest foundations may give the founder s assets protections similar to those of a trust, but without many of the formalities inherent to such. They are also a vehicle to grant legacies with more discretion than an open will. Finally, they offer almost all the advantages of a corporation, and particularly their flexibility, simplicity and effectiveness. i. Formation Requirements Under Law N 25 (1995), as regulated by Executive Decree N 417 (1995), a foundation may be formed through a public instrument by a founder who may be a natural person or a legal entity. The founder may be acting on its own behalf, or on behalf of a third party. The basic requirements for registration are: 1. The foundation s name in any language using the latin alphabet which cannot be identical or similar to that of an existing foundation and must include the word Foundation ; 2. The initial capital which may not be less than B/.10, (the equivalent of US$10,000.00); 3. The designation of the foundation council, which may include the founder and which may be composed of three individuals or at least one entity. The foundation council may have all the rights provided for by the founder, the foundation charter or the bylaws, and may also have no rights while the founder is alive or in existence, according to each case. Generally speaking, the foundation council has functions which are analogous to those of a board of directors of a corporation; 2006 Mizrachi, Davarro & Urriola Page 4
5 4. The foundation s domicile which may or may not be located in Panama; 5. The resident agent, who must be a Panamanian lawyer or law firm located in Panama and must countersign the foundational charter; 6. The foundation s purposes, which must be lawful, and may not include the conduct of habitual or regular business activities; 7. The manner to name the beneficiaries, which may include the founder; 8. The right to modify the foundational charter by the founder if considered convenient; 9. The destination given to the foundation s assets and the form of liquidation in case of dissolution; 10. Any other lawful purpose at the founder s discretion. The foundational charter must be included in a public deed and signed by a Notary, followed by its registration in the Public Registry, which would then assign a microfiche number to each foundation. Initial creation is also fast, taking about four (4) business days when the founder is a nominee located in Panama, and the basic form of foundational charter is adopted. Changes in the basic charter may involve some additional work and costs and may take longer to register. The charter must be written in Spanish although it may include a translation. ii. Bylaws The foundation s most important document is its bylaws. The law allows for the bylaws to be included in a private document, and thus its contents may be strictly confidential. Such confidentiality is relative. Banks and other service providers generally require the disclosure of the foundation s beneficiaries, real founder, their nationality and the source of the foundation s assets. Typical bylaws include the names of the beneficiaries; the foundation s assets; their use, distribution or maintenance; the manner in which the foundation will be managed and may also contain any other lawful disposition under Panamanian law. For example, the bylaws may direct that the foundation council not become effective until the death of the founder. They may also provide that the foundation be audited by a specific person or that protectors be designated to manage the foundation. Bylaws must be carefully and professionally drafted in order to avoid problems with their interpretation. The bylaws may also provide that all disputes to be submitted to arbitration or other forms of alternative dispute resolution. iii. Estate Planning Uses under Panamanian Law Subject to the laws applicable to the individual founder and/or beneficiaries and/or their assets, under Panamanian Law, a foundation s bylaws may serve as a post mortem, disability or old age based asset disposition method, without the need for the interested party to draft a public testamentary will. Under Panamanian law, while a public will s content is available to everyone, the bylaws of a foundation generally are only available to interested parties. Foreign founders and/or beneficiaries (heirs) will still be responsible to comply with the laws of their respective countries of origin and or domicile. iv. Inter Vivos (Living) Gift Uses under Panamanian Law Subject to the laws applicable to the individual founder and/or beneficiaries and/or their assets, under Panamanian Law, a foundation s bylaws may serve as a way to provide for the needs of the founder and 2006 Mizrachi, Davarro & Urriola Page 5
6 or beneficiaries through lifetime grants or gifts. Accordingly, the founder may designate its heirs as beneficiaries of such and may also transfer the benefit of the foundation to them upon the occurrence of one or several conditions, even though the founder has not died. For example, the bylaws of a foundation may require that each of the founder s grandchildren be granted a fixed amount of money upon becoming adults or upon marriage or graduation from college. They may also provide for the foundation to pay for the education and medical expenses of the children of the beneficiaries or the founder up until their reaching adulthood. Foreign founders and/or beneficiaries (heirs) will still be responsible to comply with the laws of their respective countries of origin and or domicile. v. Holding and Transferring of Assets A foundation may acquire and manage its own assets and those of third parties, including real property, depending on the case. It is recommendable that specific donation or sales contracts or other written proof be drafted for each of the assets to be transferred to the foundation. Foundations may not engage in habitual businesses. Nevertheless, a foundation may be used as a holding of shares of corporations or other entities which in turn are actively involved in other businesses. vi. Liability of Stakeholders Absent fraud (including fraudulent conveyance) or other criminal activity, a foundation s assets may not be judicially attached or retained for liabilities which are not inherent to the foundation. This means, that the foundation s assets normally do not answer for the individual liabilities of the founder, the beneficiaries, the foundation council, or of third parties which may have contributed assets, as long as those liabilities are unrelated to the foundation s own activities. Under limited circumstances, which are similar to those in the case of a corporation, the foundation s veil may be pierced. C. Trusts In 1984, Panamanian laws enacted the legal concept of a trust. Although a statutory creation in a civil law jurisdiction, Panamanian trusts are generally similar to common law trusts. The law describes the trust as a legal action whereby a grantor transfers assets to a trustee for the benefit of a beneficiary rather than a free standing entity. Nevertheless, they are granted separate personality and thus are treated as legal entities. i. Formation Requirements Under Law N 1 (1984), a trust is formed in writing by a grantor who conveys assets to a trustee in order for the latter to manage or dispose of such assets for the benefit of a beneficiary who may be the grantor. It may be created through an authentic private document or a public deed. The trust instrument must contain: 1. The designations of the grantor, trustee (fiduciary) and beneficiary; 2. The designation of the substitute trustee and beneficiaries, if any; 3. The description of the assets or part thereof over which the trust is made; 4. The express statement of intent to form a trust; 5. The rights and obligations of the trustee; 2006 Mizrachi, Davarro & Urriola Page 6
7 6. The limitations set upon the trustee; 7. The rules for acceptance, distribution or disposal of assets, revenues and products from the trust; 8. Place and date when the trust is formed; 9. Designation of a Panamanian lawyer or law firm as the trust s registered agent; 10. The trust s domicile within the Republic of Panama; 11. An express statement of intent to form the trust under the laws of Panama. Any other lawful provision may be inserted into the document. Creating a trust depends upon the complexity of the grantor s intent, the assets to be transferred and other factors specifically inherent to each trust. Professional advice should be sought prior to creating a trust. ii. Purpose Panamanian trusts may serve any legitimate purpose as long as it is in accordance with the laws, morals and public policy. The most common purposes are estate planning, lifetime gift distribution, investment management, asset backed business guarantees and asset protection. Trusts are also routinely used to finance, securitize and develop capital intensive projects and real estate deals. Trusts involving real estate located within the Republic of Panama must be formed through a public instrument, and will only affect third parties from the date in which it is registered at the Public Registry. All other trusts shall affect third parties upon authentication of the signatures of the grantor and the trustee or their attorneys in fact by a Panamanian notary public. Companies regularly providing trust management services to third parties must hold a trust license issued according to Panamanian law and must be subject to permanent government supervision. Many local banks have trust departments which manage trusts established on behalf of its customers and invest trust assets. iii. Estate Planning Uses under Panamanian Law Trusts which shall take effect following the grantor s death must take the form of a will (generally a public document), except when the trustee is a licensed trust company, in which case a private document should suffice. iv. Inter Vivos (Living) Gift Uses under Panamanian Law Inter Vivos trusts, whose effects take place during the grantor s lifetime, do not have to be included in a public document as long as the signatures of the grantor and the trustee have been authenticated by a notary. v. Holding and Transferring of Assets The trustee shall manage the trust s assets (or even those of third parties if acceptable to the trustee), including real property. It is recommendable that specific donation or sales contracts or other written proof be drafted for each of the assets to be transferred to the trust. Subject to any restrictions found in the trust instrument the trustee shall have all rights inherent to 2006 Mizrachi, Davarro & Urriola Page 7
8 property ownership upon the trust s assets. The trustee must act with the standard of care expected from a good parent and shall always remain liable for gross misconduct and intentional damages. The law generally provides for tax exemptions for activities involving trust assets located outside Panama and income derived from foreign sources. vi. Trust Liability Absent fraud (including fraudulent conveyance) or other criminal activity, assets in a trust may not be judicially attached or retained for liabilities of the grantor or the beneficiaries. In that sense, article 15 of Law N 1 (1984) states: The trust s assets shall be separate property from the trustee s assets for all legal purposes and may not be attached or subject to judicial embargo, except for obligations incurred or damages caused due to the trust s actions or by third parties when the assets have been transferred or kept through fraud and to the detriment of their rights. Thus, under limited circumstances the trust s veil may be pierced. II. Conclusion This brief summary is meant as an introduction to the concepts of a corporation, private interest foundation and trust under the laws of Panama. These are commonplace alternatives to individual ownership of property and conduct of business which may be subject to other regulations. Panama has developed law and jurisprudence which further explain the use and governance of Panamanian corporations and private interest foundations. In the case of foreign nationals, it is incumbent upon each interested person to inquire as to the compatibility, taxes and legal consequences of doing business, holding and disposing of assets using a Panamanian corporation, private interest foundation and/or trust. Mizrachi, Davarro & Urriola Abogados - Attorneys at Law P.O. Box WTC Calle 58 y Avenida Samuel Lewis Torre ADR, Oficina 6-C Panama, Republic of Panama Tel. (507) Fax (507) Cellular (507) mizrach_mdu@cwpanama.net 2006 Mizrachi, Davarro & Urriola Page 8
PANAMA Arosemena Noriega & Contreras
Bank Finance and Regulation Survey PANAMA Arosemena Noriega & Contreras I. BANKS AND FINANCIAL INSTITUTIONS SUPERVISION 1) Applicable laws and regulation. Provide a list of the main laws and regulations
More informationBUSINESS ENTITIES: Schedule C Requirements
BUSINESS ENTITIES: Schedule C Requirements 2015 Texas Land Title Institute Stephen R. Streiff Texas State Counsel Old Republic National Title Insurance Company Houston, TX Stephen R. Streiff is the Texas
More informationDecipher the Code. How trust and estate practitioners will be affected by the changes in Argentina s new Civil and Commercial Code By Javier Canosa
ARGENTINE LAW REFORM JAVIER CANOSA Decipher the Code How trust and estate practitioners will be affected by the changes in Argentina s new Civil and Commercial Code By Javier Canosa Abstract The Argentine
More informationSetting Up a Business in Brazil By: Rothmann, Sperling, Padovan, Duarte Advogados ByBy
Setting Up a Business in Brazil The information in this document provides an overview of the fundamental legal considerations to be addressed when acquiring or establishing a business in Brazil. The content
More informationReference Guide TESTAMENTARY TRUSTS
Reference Guide TESTAMENTARY TRUSTS While most people have heard about trusts, many do not really know what they are or what benefits they offer and often incorrectly believe that trusts are only for wealthy
More informationLIMITED LIABILITY COMPANY CODE (As adopted January 13, 2010) SUMMARY OF CONTENTS. 1. TABLE OF REVISIONS ii. 2. TABLE OF CONTENTS iii
TITLE 11B TITLE 11B LIMITED LIABILITY COMPANY CODE (As adopted January 13, 2010) SUMMARY OF CONTENTS SECTION ARTICLE-PAGE 1. TABLE OF REVISIONS ii 2. TABLE OF CONTENTS iii 3. ARTICLE 1: GENERAL PROVISIONS
More informationMalta Foundations: Present and Future. STEP Malta Conference 2018
Malta Foundations: Present and Future STEP Malta Conference 2018 13 April 2018 Malta Foundations Salient Features (1) SETTING THE SCENE With Malta being a civil law jurisdiction, foundations have long
More informationPANAMA PRIVATE INTEREST FOUNDATIONS
PANAMA PRIVATE INTEREST FOUNDATIONS KUZNIECKY & CO. Attorneys at Law Banco General Building, 21 st Floor Aquilino de la Guardia Street P.O. Box 0831-01450 Panama, Republic of Panama Website: www.kuzco.com
More informationCommentary. Panamanian Private Interest Foundation Law SPECIAL EDITION OMC. with Templates of Foundation Charter & By-Laws provided by OMC
Commentaries and Treatises on Liechtenstein and International Law Edited by Dr. Markus H Wanger Vol. 25 Commentary Panamanian Private Interest Foundation Law SPECIAL EDITION OMC i with Templates of Foundation
More informationTHE LAW OF THE KYRGYZ REPUBLIC. On business partnerships and companies
Bishkek November 15, 1996, # 60 THE LAW OF THE KYRGYZ REPUBLIC On business partnerships and companies SECTION 1. GENERAL PROVISIONS SECTION 2. SPECIFICS OF PARTICULAR TYPES OF BUSINESS PARTNERSHIPS AND
More informationTrusts An introduction
Trusts An introduction Trusts can be highly effective wealth management vehicles, especially for income splitting, tax and estate planning purposes and wealth protection. A trust is an arrangement whereby
More informationTHE LIVING TRUST. TRUST AGREEMENT signed this day of, 20 by. (hereafter "Settlor,"), and trustee. (hereafter "trustee). ESTABLISHMENT OF TRUST
THE LIVING TRUST OF TRUST AGREEMENT signed this day of, 20 by (hereafter "Settlor,"), and trustee (hereafter "trustee). (Note: Generally, to begin with, the 'settlor' and the 'trustee' are the same person(s)
More informationAbsolute Gift Trust. Trust Deed
Absolute Gift Trust Trust Deed How to complete the Trust This Sanlam Absolute Gift Trust deed is provided as a specimen only. If, after seeking independent legal advice, the Sanlam Absolute Gift Trust
More informationTrust Agreement. same meanings as provided under the Plan, unless the context clearly indicates otherwise, as determined by the Trustee.
Trust Agreement 717 17th Street, Suite 1700 Denver, CO 80202-3331 Please direct mail to: Toll Free: 877-270-6892 PO Box 17748 Fax: 303-293-2711 Denver, CO 80217-0748 www.tdameritradetrust.com THIS TRUST
More informationRecent Legislative Developments in Successions, Donations, and Trusts By Professor Cynthia A. Samuel November, I. Independent Administration
Recent Legislative Developments in Successions, Donations, and Trusts By Professor Cynthia A. Samuel November, 2001 I. Independent Administration A. Act No. 974 (Reg. Sess. 2001) creates a new Chapter
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 2017
Limited Liability Partnerships (Jersey) Law 2017 Arrangement LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 2017 Arrangement Article PART 1 3 PRELIMINARY 3 1 Interpretation... 3 PART 2 5 ESSENTIALS OF A LIMITED
More information(Consolidated version with amendments as at 15 December 2011)
The text below has been prepared to reflect the text passed by the National Assembly on 18 October 2011 and is for information purpose only. The authoritative version is the one published in the Government
More informationEstablishing Branches of Foreign Corporations in Central America, Panama and British Honduras
University of Miami Law School Institutional Repository University of Miami Inter-American Law Review 6-1-1969 Establishing Branches of Foreign Corporations in Central America, Panama and British Honduras
More informationLaw No. 59/1934 on cheque, with subsequent amendments and supplements ( Law No. 59/1934 );
312 Chapter 27 1. General Romania is not part of the Geneva Convention of June 7, 1930 for a unitary law of the bills of exchange and promissory notes, neither did it ratify the Geneva Convention of March
More informationHO-CHUNK NATION CODE (HCC) TITLE 5 BUSINESS AND FINANCE CODE SECTION 2 BUSINESS CORPORATION ORDINANCE ENACTED BY LEGISLATURE: OCTOBER 4, 2005
HO-CHUNK NATION CODE (HCC) TITLE 5 BUSINESS AND FINANCE CODE SECTION 2 BUSINESS CORPORATION ORDINANCE ENACTED BY LEGISLATURE: OCTOBER 4, 2005 CITE AS: 5 HCC 2 This Ordinance supersedes the Ho-Chunk Nation
More informationCompanies Regulations 2005
Appendix 1 Companies Regulations 2005 VER3 This version of the QFC Companies Regulations is in draft form and has been made available as a consultation document for comments. The content of this draft
More informationREFERENCE GUIDE Spousal Trusts
REFERENCE GUIDE Spousal Trusts Although this material has been compiled from sources believed to be reliable, we cannot guarantee its accuracy or completeness. All opinions expressed and data provided
More informationTESTAMENTARY TRUSTS WHAT IS A TRUST?
TESTAMENTARY TRUSTS REFERENCE GUIDE While most people have heard about trusts, many do not really know what they are or what benefits they offer and often incorrectly believe that trusts are only for wealthy
More informationOPERATING AGREEMENT DMF IRA, LLC ARTICLE 1 ORGANIZATIONAL MATTERS. 1.1 Name. The name of the limited liability company is DMF IRA, LLC (the "LLC").
OPERATING AGREEMENT OF DMF IRA, LLC The parties to this Operating Agreement are the Member identified in Section 1.6, the Manager identified in Section 6.1 and the LLC, who agree to form a limited liability
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in the Cayman Islands ( Cayman ). It deals in broad
More informationDISCRETIONARY GIFT TRUST
DISCRETIONARY GIFT TRUST TRUST DEED Phoenix Wealth, Unit Linked Life & Pensions, PO Box 1393, Peterborough, PE2 2TP. Note This document is provided on the strict understanding that it is presented as a
More informationWILLS. a. If you die without a will you forfeit your right to determine the distribution of your probate estate.
WILLS 1. Do you need a will? a. If you die without a will you forfeit your right to determine the distribution of your probate estate. b. The State of Arkansas decides by statute how your estate is distributed.
More informationThis document has been provided by the International Center for Not-for-Profit Law (ICNL).
This document has been provided by the International Center for Not-for-Profit Law (ICNL). ICNL is the leading source for information on the legal environment for civil society and public participation.
More informationComparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies
Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Preface This publication has been prepared for the assistance of those who are considering
More informationARTICLES OF LIMITED PARTNERSHIP
ARTICLES OF LIMITED PARTNERSHIP FOR FINANCIAL PROFESSIONAL USE ONLY-NOT FOR PUBLIC DISTRIBUTION. Specimen documents are made available for educational purposes only. This specimen form may be given to
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997
LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997 Revised Edition Showing the law as at 1 February 2008 This is a revised edition of the law Limited Liability Partnerships (Jersey) Law 1997 Arrangement
More informationREFERENCE GUIDE Testamentary Trusts
REFERENCE GUIDE Testamentary Trusts Although this material has been compiled from sources believed to be reliable, we cannot guarantee its accuracy or completeness. All opinions expressed and data provided
More informationEX d343004dex31.htm BYLAWS OF CENCOSUD S.A. Exhibit 3.1 RESTATED TEXT OF THE BYLAWS OF CENCOSUD S.A. TITLE FIRST
EX-3.1 2 d343004dex31.htm BYLAWS OF CENCOSUD S.A. Exhibit 3.1 RESTATED TEXT OF THE BYLAWS OF CENCOSUD S.A. TITLE FIRST I. NAME, DOMICILE, BUSINESS PURPOSE AND DURATION ARTICLE FIRST: A corporation is organized,
More informationTHE LIMITED PARTNERSHIPS ACT 2011
THE LIMITED PARTNERSHIPS ACT 2011 Act 28/2011 Proclaimed by [Proclamation No. 21 of 2011] w.e.f 15 th December 2011 Government Gazette of Mauritius No. 100 of 12 November 2011 I assent SIR ANEROOD JUGNAUTH
More informationLIVING TRUST. Sample Preview
LIVING TRUST DECLARATION OF TRUST, made as of this day of, 20XX, between NAME OF GRANTOR, having an address at ADDRESS, CITY, STATE, ZIP, as grantor (hereinafter referred to as the "Grantor"), and NAME
More informationEDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS
EDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS CHAPTER I Name, Headquarters, Term and Object Article 1 EDP ENERGIAS DO BRASIL S.A. is a corporation governed by these By-laws and their applicable legal provisions,
More informationBUYOUT BOND. (discretionary trust) NOTES FOR COMPLETION
BUYOUT BOND (discretionary trust) NOTES FOR COMPLETION 1. In submitting this document then, depending on the property being gifted, you are requesting Old Mutual Wealth Life Assurance Limited to date the
More informationSERBIA LAW ON INVESTMENT FUNDS 46/2006
SERBIA LAW ON INVESTMENT FUNDS 46/2006 Important Disclaimer This translation has been generously provided by the Securities Commission of the Republic of Serbia. This does not constitute an official translation
More informationBritish Virgin Islands Business Companies
British Virgin Islands Business Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in the British Virgin Islands ( BVI ). It
More informationBERMUDA LIMITED PARTNERSHIP ACT : 24
QUO FA T A F U E R N T BERMUDA LIMITED PARTNERSHIP ACT 1883 1883 : 24 TABLE OF CONTENTS 1 1A 2 3 4 5 6 7 8 8A 8AA 8B 8C 8D 8E 8F 8G 8H 9 9A 9B 10 11 12 13 14 15 16 [repealed] Interpretation Constitution
More informationSpain Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Spain Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Sergio Sanchez Sole Garrigues Sergio.Sanchez.Sole@garrigues.com Contents Page SOURCES OF PROTECTION AND ENFORCEMENT 1
More informationANNEX I.34. LAW OF THE REPUBLIC OF INDONESIA NUMBER 40 YEAR 2007 Concerning LIMITED LIABILITY COMPANY
ANNEX I.34 LAW OF THE REPUBLIC OF INDONESIA NUMBER 40 YEAR 2007 Concerning LIMITED LIABILITY COMPANY 1 LAW OF REPUBLIC OF INDONESIA NUMBER 40 YEAR 2007 ON LIMITED LIABILITY COMPANY UPON THE MERCY OF GOD
More information(Manx Law Bare version) August 2018
LOAN trust DEED (Manx Law Bare version) August 2018 This deed can be used where personal trustees are to be appointed as Trustee. All references to Old Mutual International in this form mean Old Mutual
More informationDOING BUSINESS IN PANAMA
LOMBARDI AGUILAR & GARCIA DOING BUSINESS IN PANAMA I. COMPANY FORMATION 1.1 What minimum share capital is required to be authorized, issued or paid up? (a) (b) (c) Authorized? No minimum required Issued?
More information, Note (the Note ) made by Borrower in the amount of the Loan payable to the order of Lender.
, 201 Re:, Illinois (the Project ) Ladies and Gentlemen: We have served as [general] [special] [local] counsel to (A), a partnership ( Beneficiary ), the sole beneficiary of ( Trustee ), as Trustee under
More informationSUBSCRIPTION AGREEMENT CAPSTONE FUND V, LLC
SUBSCRIPTION AGREEMENT CAPSTONE FUND V, LLC Enclosed herewith are the documents necessary to subscribe for units of membership interest (the Units ) of Capstone Fund V, LLC, an Arizona limited liability
More informationDISCRETIONARY TRUST. (English Law) settlor included
DISCRETIONARY TRUST (English Law) settlor included Notice: This draft document is provided strictly as a draft for consideration by the Settlor s legal advisers. Old Mutual International Ireland dac accept
More informationFor Preview Only - Please Do Not Copy
Information & Instructions: Irrevocable inter vivos trust 1. This is trust is irrevocable which means that once the gift is made to the trust, the maker or donor, cannot undo the gift and get the gift
More informationFor Preview Only - Please Do Not Copy
Company Agreement, Operating agreement of a limited liability company. 1. The affairs of a limited liability company are governed by its Company Agreement or operating agreement. The term regulations has
More informationJOINT POWERS AGREEMENT SOUTH BAY AREA SCHOOLS INSURANCE AUTHORITY
JOINT POWERS AGREEMENT SOUTH BAY AREA SCHOOLS INSURANCE AUTHORITY TABLE OF CONTENTS 1. Creation of the Joint Powers Entity 2. Powers and Manner of Exercising Them 3. Accounting and Accountability 4. Term
More informationDelaware. The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF DROPBOX, INC.,
More informationESTATE PLANNING TOOLS The basics of common wills and trusts.
ESTATE PLANNING TOOLS The basics of common wills and trusts. Created by Patricia A. Clements, Attorney. The Law Offices of Matthew H. Kehoe, LLC www.kehoelawoffices.com 2013 This article is meant for general
More informationA Bill Regular Session, 2019 HOUSE BILL 1611
Stricken language would be deleted from and underlined language would be added to present law. 0 0 0 State of Arkansas nd General Assembly A Bill Regular Session, 0 HOUSE BILL By: Representative Maddox
More informationCYPRUS: INTERNATIONAL TRUSTS
CYPRUS: INTERNATIONAL TRUSTS 2013 LEDRA HOUSE 15 Ayiou Pavlou Street, Ayios Andreas 1105 Nicosia, Cyprus MAILING ADDRESS: P.O. Box 24444, 1703 Nicosia, Cyprus Tel: +357 22 556677 Fax: +357 22 556688 www.vasslaw.com
More informationRoyal Bank of Canada Tax-Free Savings Account. Trust Agreement
Royal Bank of Canada Tax-Free Savings Account Trust Agreement Tax-Free Savings Account Trust Agreement 1 Royal Bank of Canada Tax-Free Savings Account Trust Agreement 1. Definitions. Whenever used in
More informationGUIDE TO FOUNDATIONS IN MAURITIUS
GUIDE TO FOUNDATIONS IN MAURITIUS CONTENTS PREFACE 1 1. Introduction 2 2. Establishment 3 3. Registration 7 4. Management, Business and Administration 8 5. Removal, Restoration and Winding up 10 PREFACE
More informationNOTICE TO RESIDENTS OF THE UNITED STATES THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S.
NOTICE TO RESIDENTS OF THE UNITED STATES THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR UNDER THE SECURITIES
More informationGeneral Instructions For Completing This Joinder Agreement
General Instructions For Completing This Joinder Agreement An Important Note to Grantors: Please read the entire Joinder Agreement carefully, including all of the exhibits. Some of the exhibits require
More informationThis document has been provided by the International Center for Not-for-Profit Law (ICNL).
This document has been provided by the International Center for Not-for-Profit Law (ICNL). ICNL is the leading source for information on the legal environment for civil society and public participation.
More informationSAMPLE DECLARATION OF TRUST. The John Doe Living Trust (the Trust )
DECLARATION OF TRUST The John Doe Living Trust (the Trust ) This DECLARATION OF TRUST (this Declaration ) is made and executed on the date below by and between the herein-named grantors and trustees. This
More informationRECEIVABLES SALE AND CONTRIBUTION AGREEMENT. between DISCOVER BANK. and DISCOVER FUNDING LLC
EXECUTION VERSION RECEIVABLES SALE AND CONTRIBUTION AGREEMENT between DISCOVER BANK and DISCOVER FUNDING LLC Dated as of December 22, 2015 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS... 1 Section 1.1
More informationINTRODUCTION TO TRUSTS
GLOBAL INTRODUCTION TO TRUSTS TRUST VISION 02 What is a Trust? A trust is a legal relationship amongst three parties the settlor, the trustee and the beneficiary in which the settlor gifts property to
More informationDOING BUSINESS IN PANAMA
LOMBARDI AGUILAR GROUP DOING BUSINESS IN PANAMA I. COMPANY FORMATION 1.1 What minimum share capital is required to be authorized, issued or paid up? (a) (b) (c) Authorized? No minimum required Issued?
More informationLOAN trust DEED. (English Law bare version) June 2016
LOAN trust DEED (English Law bare version) June 2016 Notes for completion The following notes are referenced throughout this document. Please read them carefully as they will help you complete this document
More informationMASTER TRUST AGREEMENT
MASTER TRUST AGREEMENT This Master Trust Agreement, made as of the date set forth below by and between the undersigned (the Provider ) and Fiduciary Partners Trust Company, a Wisconsin Corporation (the
More information1. A LLC is formed by filing Certificate of Formation by an organizer.
Certificate of Formation for a Limited liability company 1. A LLC is formed by filing Certificate of Formation by an organizer. 2. An organizer is the person who signs the Certificate of Formation and
More informationSection 11 Probate Glossary
Section 11 Probate Glossary 2012 Investors Empowerment Academy, LLC 119 Abatement A proportional diminution or reduction of the pecuniary legacies, when there are not sufficient funds to pay them in full.
More informationLIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997
LIMITED LIABILITY PARTNERSHIPS (JERSEY) LAW 1997 Revised Edition Showing the law as at 1 January 2017 This is a revised edition of the law Limited Liability Partnerships (Jersey) Law 1997 Arrangement
More informationBOSTON BAR ASSOCIATION. November 15, 2011 DURABLE POWER OF ATTORNEY SAMPLE PROVISIONS
BOSTON BAR ASSOCIATION November 15, 2011 DURABLE POWER OF ATTORNEY SAMPLE PROVISIONS I. Gifting A. Limits on Class 1. Power to Make Gifts or Release Interests: To make gifts, grants, or other transfers,
More informationGIFT TRUST (JOINTLY OWNED PLANS SURVIVOR TO BENEFIT) DISCRETIONARY
GIFT TRUST (JOINTLY OWNED PLANS SURVIVOR TO BENEFIT) DISCRETIONARY Important notes Please read these notes prior to completion. The following trust form should not be used for pension plans. This trust
More informationLIMITED LIABILITY COMPANY AGREEMENT FOR BLACKBURNE & BROWN EQUITY PRESERVATION FUND, LLC
LIMITED LIABILITY COMPANY AGREEMENT FOR BLACKBURNE & BROWN EQUITY PRESERVATION FUND, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT ( Agreement ) is made as of, 20, by and among Blackburne & Brown Mortgage
More informationAn overview of the types and uses of Cayman Islands law trusts
An overview of the types and uses of Cayman Islands law trusts Service area Trusts and Private Wealth Location Cayman Islands Date March 2017 Introduction A trust is a legal arrangement which distinguishes
More informationThis document has been provided by the International Center for Not-for-Profit Law (ICNL).
This document has been provided by the International Center for Not-for-Profit Law (ICNL). ICNL is the leading source for information on the legal environment for civil society and public participation.
More informationProbate in Florida. 1. What is probate?
Probate in Florida 1. What is probate? Probate is a court-supervised process for identifying and gathering the assets of a deceased person (decedent), paying the decedent s debts, and distributing the
More informationAN ACT. Be it enacted by the General Assembly of the State of Ohio:
(131st General Assembly) (Amended Substitute House Bill Number 432) AN ACT To amend sections 1337.60, 2101.026, 2105.02, 2105.14, 2105.31, 2105.32, 2105.33, 2105.34, 2105.35, 2105.36, 2105.37, 2105.39,
More informationLimited Liability Companies in Romania
BUSINESS ESTABLISHMENT & CORPORATE LAW Limited Liability Companies in Romania Cristian Gânj. 2011 This paper may refer to legislation in force on the date of documentation and also personal opinions of
More informationЗаказать регистрацию оффшора в Nexus Ltd
Заказать регистрацию оффшора в Nexus Ltd VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 i (as amended, 2005) ARRANGEMENT OF SECTIONS PART I - PRELIMINARY PROVISIONS 1. Short title and commencement. 2.
More informationConstitution of Mercer Investment Nominees Limited
Constitution of Mercer Investment Nominees Limited Contents Preliminary... 1 1. Definitions... 1 2. Interpretation... 2 3. Application of Corporations Act... 2 Securities... 2 4. Issue of securities...
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Introduction An exempted company (a "Company") is the most commonly used type of Cayman Islands company for international transactions. This note describes certain features
More informationTITLE 26. Limited Liability Company Code. Chapter General Provisions
TITLE 26 Limited Liability Company Code Chapter 26.01 General Provisions 26.01.01 Short Title...1 26.01.02 Authority...1 26.01.03 Scope...1 26.01.04 Purpose and Construction...1 26.01.05 Definitions...2
More informationMauritius Global Business Update 16. The Foundations Act 2012 ( Act )
Mauritius Global Business Update 16 The Foundations Act 2012 ( Act ) We are pleased to inform you that the Mauritius International Financial Centre now offers a new product in addition to the existing
More informationCONTRACT OF LEGAL REPRESENTATION OF BONDHOLDERS BETWEEN PROMIGAS S.A. E.S.P. AND HELM FIDUCIARIA S.A.
CONTRACT OF LEGAL REPRESENTATION OF BONDHOLDERS BETWEEN PROMIGAS S.A. E.S.P. AND HELM FIDUCIARIA S.A. The undersigned, AQUILES MERCADO GONZALEZ, of legal age, identified with Colombian National ID Card
More informationSTATE OF NEW JERSEY. SENATE, No SENATE JUDICIARY COMMITTEE STATEMENT TO. with committee amendments DATED: DECEMBER 17, 2015
SENATE JUDICIARY COMMITTEE STATEMENT TO SENATE, No. 2035 with committee amendments STATE OF NEW JERSEY DATED: DECEMBER 17, 2015 The Senate Judiciary Committee reports favorably and with committee amendments
More informationOPERATING AGREEMENT ARTICLE 1. Formation
OPERATING AGREEMENT This Operating Agreement (the Agreement ) is made effective as of date set forth herein by and among those persons executing this Agreement as Investment Members (individually, a Member
More informationGIFT TRUST (JOINTLY OWNED PLANS SURVIVOR TO BENEFIT) DISCRETIONARY
GIFT TRUST (JOINTLY OWNED PLANS SURVIVOR TO BENEFIT) DISCRETIONARY Important notes Please read these notes prior to completion. The following trust form should not be used for pension plans. This trust
More informationCayman Islands - Exempted Limited Partnerships
Cayman Islands - Exempted Limited Partnerships Introduction An exempted limited partnership (an "ELP") is the most commonly used Cayman Islands partnership for international transactions. This memorandum
More informationESTABLISHING A JOINT STOCK COMPANY IN IRAN
ESTABLISHING A JOINT STOCK COMPANY IN IRAN TABLE OF CONTENTS PART I GENERAL Section 1.1. Definition 2 1.2. Other Forms of Business Association 2 1.3. General Features 3 1.4. Number of Shareholders 3 1.5.
More informationSample Copy Sample Company Pty Ltd ACN Special Purpose Company SMSF Trustee. Reckon Docs Pty Ltd
3801 Sample Company Pty Ltd ACN 001 002 003 Incorporation Date: 18th August 2009 Special Purpose Company SMSF Trustee Prepared for: Reckon Docs Pty Ltd 3801 Sample Company Pty Ltd ACN 001 002 003 Incorporation
More informationSample Only. Strategist Company Pty Ltd ACN Strategist Sole Purpose SMSF Trustee Company. Reckon Docs Pty Ltd
Strategist Company Pty Ltd ACN 001 002 003 Incorporation Date: 18th August 2009 Strategist Sole Purpose SMSF Trustee Company Prepared for Reckon Docs Pty Ltd Strategist Company Pty Ltd ACN 001 002 003
More informationNC General Statutes - Chapter 57D 1
Chapter 57D. North Carolina Limited Liability Company Act. Article 1. General Provisions. Part 1. Short Title; Reservation of Power; Definitions. 57D-1-01. Short title. This Chapter is the "North Carolina
More informationCOMPANY AGREEMENT of Strong Systems Solutions
COMPANY AGREEMENT of Strong Systems Solutions This Company Agreement (the "Agreement") made and entered into this 12th day of July, 2013 (the "Execution Date"), BETWEEN: Kym Strong of 10200 Olivia Dr,
More informationgfedc 1 Definition of partnership gfedc 6 Partners bound by acts on behalf of firm gfedc 9 Liability of partners
On 15/07/2015, you requested the version in force on 15/07/2015 incorporating all amendments published on or before 15/07/2015. The closest version currently available is that of 20/05/1994. Long Title
More informationAdopted by the State Duma on July 13, 2001 Approved by the Federation Council on July 20, Chapter I. General Provisions
FEDERAL LAW NO. 129-FZ OF AUGUST 8, 2001 ON THE STATE REGISTRATION OF LEGAL ENTITIES AND INDIVIDUAL BUSINESSMEN (with the Amendments and Additions of June 23, December 8, 23, 2003, November 2, 2004, July
More informationCayman Islands - Limited Liability Companies
Cayman Islands - Limited Liability Companies Introduction A limited liability company (an "LLC") is a new type of Cayman Islands vehicle similar to a Delaware LLC. This memorandum describes certain features
More informationA Guide to Estate Planning
BOSTON CONNECTICUT FLORIDA NEW JERSEY NEW YORK WASHINGTON, DC www.daypitney.com A Guide to Estate Planning THE IMPORTANCE OF ESTATE PLANNING The goal of estate planning is to direct the transfer and management
More informationSelf-Directed Individual Retirement Trust Agreement
Self-Directed Individual Retirement Trust Agreement Article I Introduction The purpose of this Trust is to establish a Traditional IRA under Internal Revenue Code ( Code ) Section 408(a) or a Roth IRA
More informationGUIDE TO COMPANIES IN THE BRITISH VIRGIN ISLANDS
GUIDE TO COMPANIES IN THE BRITISH VIRGIN ISLANDS CONTENTS PREFACE 1 1. BVI Business Companies 2 2. Incorporation 2 3. Know Your Client Requirements 2 4. Constitutional Documents 3 5. Objects and Powers
More informationTHE PETER JONES IRREVOCABLE TRUST
THE PETER JONES IRREVOCABLE TRUST This trust agreement is effective as of June 1, 2009, by PETER JONES, currently residing at 789 Main St., Anywhere, UT (the "Grantor"), and the Grantor s wife, LAURA JONES,
More information(5) "Person" means individuals, partnerships, corporations, limited liability companies, and other associations. NC General Statutes - Chapter 59 1
Chapter 59. Partnership. Article 1. Uniform Limited Partnership Act. 59-1 through 59-30.1: Repealed by Session Laws 1985 (Regular Session, 1986), c. 989, s. 2. Article 2. Uniform Partnership Act. Part
More informationLAW ON BUSINESS COMPANIES
D R A F T LAW ON BUSINESS COMPANIES I GENERAL PROVISIONS 1. Basic definitions Scope of this law Article 1 This Law shall regulate the legal status of business companies and entrepreneurs and in particular
More information