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Eon-Labs KB

Kraemer Panama IBC Proposal & Reply

Source: Notion | Last edited: 2024-01-07 | ID: 8167a80f-eea...

2024-01-07 Guillermo can provide all the nominee address & identity proof for us to use to apply for Binance exchange accounts.

Dear Guillermo,

I hope this message finds you well.

I am writing to gather further details regarding the setup of the Panama Private Interest Foundation (PPIF) and International Business Company (IBC) as outlined in your previous communication.

1. Associated Costs: We would appreciate further breakdown of the following costs:

  • Nominee services for account setup on the Binance Exchange, including costs for providing identity proofs and handling account setup.
  • Any additional legal or consultancy fees related to ongoing compliance, advisory services, and Canadian-Panamanian tax implications.
  • Accounting and financial reporting services for the PPIF and IBC.
  • Compliance and due diligence costs, including KYC and AML requirements, if any needed by the Panamanian authorities.
  • Miscellaneous administrative or service fees that might arise during operation.
  • Fees associated with the dissolution or restructuring of the PPIF or IBC. 2. Required Paperwork: Could you please specify the paperwork and documentation required from our end to initiate the setup process? If there are any forms or specific documents we need to prepare or sign, kindly let us know.

3. Setup Options and Templates: Are there different setup options available for us to consider, especially in terms of structure or operational flexibility? Additionally, do you provide any templates or guideline documents that we can review in advance? Having access to such materials would greatly assist us in understanding the process and making informed decisions.

Your guidance in these matters will greatly aid in our preparation and ensure that we have a clear understanding of all aspects involved in establishing these entities. We look forward to your detailed response, which will enable us to proceed with confidence and clarity.

Thank you for your attention to these matters. We await your prompt response.

Best regards,

Terry Li Director of Operations Eon Labs Ltd. [Your Contact Information]

Dear Terry,

Hope this email finds you well. I’m including an overview of the inquired structures, which includes costs and fees, for your review:

Considering that crypto currencies are currently unregulated in Panama, there are no licensing requirements for operations of such nature. That said, Panama would be our recommended jurisdiction, unless you are looking to obtain a digital asset license in a regulated jurisdiction. The preferred method for entity set-ups for crypto related operations is A Panamanian Interest Foundation, which holds the shares of a corporate entity, which then holds digital assets. The foundation´s council serves as the control entity for the PIF, which is not centralized, and thus the reason why its the preferred structure for activities such as token emissions or holdings.

**Panama Private Interest **Foundations

Panama Private Interest Foundations are international standards for such entity type. The have few limitations and have the flexibility of the Panamanian banking sector to back up patrimonial activities.

Characteristics of Panamanian Private Interest Foundations:

  • On the occasion of its creation, the Founder or Founders create an estate for the benefit of the Beneficiary or Beneficiaries.

  • The assets of the Foundation (which may be of any type) constitute an independent patrimony from that of the Founder, from that of the members of the Foundation Council and from that of the Beneficiary or Beneficiaries.

  • There is no time limit to create this patrimony, which may be in kind or in cash of any legal tender. Likewise, there is no legal obligation to publicly report the making of this grant.

  • The details about the management of the Foundation can be included in the “Regulations of the Foundation”, which do not have to be registered in the Public Registry of Panama, thus maintaining complete anonymity.

  • They serve as a testamentary instrument, allowing the Founders to establish the conditions regarding their succession individually or jointly.

  • The Foundation is protected from the Founders’ Creditors, so that the assets of a Foundation cannot be subject to measures or legal action or execution by legal proceedings against the Founder or the beneficiaries by reason of obligations or debts of their own, or as a result of disputes for inheritance or succession reasons, or family problems. However, the creditors of a Founder have the right to object to or request the annulment of the transfer of assets that could represent a fraudulent action against their claims. Creditors’ rights will be barred within a period of three (3) years, counted from the transfer of the assets to the Foundation.

  • It is a legal entity that cannot project profit purposes on a permanent basis.

  • In fiscal matters, the Foundations are subject in the Republic of Panama only to the payment of US400.00UnitedStatesdollars,payabletheyearofitsincorporationandUS400.00 United States dollars, payable the year of its incorporation and US400.00 from the second year of its incorporation. In the Foundational Act it may be chosen whether the Foundation will be submitted to the jurisdiction of the judge or of arbitrators.

  • Panamanian law expressly provides that the existence of legal provisions of inheritance or inheritance matters in force in the country of domicile or nationality, either of the Founder or the beneficiaries of the Foundation, are not opposable to the Foundation; they will not produce the ineffectiveness, nor affect the validity of the Foundation; the transfer of the ownership of the assets of the Founder to the Foundation, nor prevent the fulfillment or execution of its objectives in the manner provided in the Foundational Act or its regulations.

  • The heirs of the Founder do not have the right to revoke the creation of the Foundation, nor to object to the transfer of assets to the Foundation, even in the case that the latter has not been registered in the Public Registry before the death of the Founder.

  • The same can be continued from or to Panama. Tax Benefits:

The law provides that the acts of incorporation, modification or extinction of the Foundation, as well as the acts of transfer, transmission or encumbrance of the assets of the Foundation and the income from such assets or any other act on them, are exempt from any tax, contribution, fee, levy or tribute of any kind or denomination in Panama, provided that such assets constitute:

  • Assets located outside Panama;
  • Money deposited by natural or juridical persons whose income is not of Panamanian source or is not taxable in Panama for any cause, or;
  • Shares or securities of any nature, issued by companies whose income is not of Panamanian source, or when their income is not taxable in Panama for any reason, even when such shares or securities are deposited in the Republic of Panama. The law also expressly provides that the acts of transfer of personal property, real estate, titles, securities, certificates of deposit, money or shares made by reason of the fulfillment of the purposes or objectives or by the extinction of the Foundation, in favor of relatives within the first degree of consanguinity and the spouse of the Founder, are also exempt from any tax within the territory of the Republic of Panama.

Please note that under Panamanian Law, the founder, council members and protectors are publicly disclosed. However, we offer nominee council members, and you can set-.up a corporate entity to act as a founder to ensure ultimate privacy.

Costs:

  • Panama PIF (US $1,500.00)
  • Panama PIF + Nominees (US $1,800.00) *in the case you require nominee director
    • Renewal for Panama PIF is 700.00USD (300.00USD Resident Agent Fee, 400.00USD Franchise Tax Fee and 300.00USD Nominee Director fee when applicable) Requirements (for members and managers) which will include KYC and service forms and requirements for Directors and Shareholders.

Please note that the entity will have annual requirements with the agent, which include:

  • Renewal/update of KYC info and Docs
  • Accounting record form and copy of accounting records (provided to agent on a yearly basis, by law) Panama IBC

Panama IBCs (or S.A. for Anonymous Society in Spanish) are a Companies Limited by Shares”, whose shares can be issued either nominative or to the bearer, being this last option the one that gives this entity its quality of anonymity.

Among its benefits are that there are no requirement of publicly disclosing the shareholders; and that the shareholders assets are legally separated from the company’s assets.

Nowadays though, with the new international banking regulations, if the corporation is holding a bank account, it is mandatory to disclose the corporation’s shareholders information to the bank, or even to have the shares issued nominative instead of to the bearer.

Benefits:

  • Shareholders’ personal assets are protected from Corporation’s liabilities, and vice versa

  • It has a legal identity for business and civil acts

  • The recommended capital investment of USD $10,000.00 can be less or more and is not required to be paid up front.

  • Accounting books and corporate meetings can be held anywhere in the world

  • Minimum 3 board members are required

  • Shares can be issued nominative or to the bearer

  • Excellent legal instrument for asset protection, either real estate, banking or brokerage worldwide

  • Excellent for new or ongoing businesses Costs:

  • Panama IBC (US $1,400.00)

  • Panama IBC + Nominees (US $1,700.00) *in the case you require nominee director

    • Renewal for Panama ICB is 600.00USD (300.00USD Resident Agent Fee, 300.00USD Franchise Tax Fee and 300.00USD Nominee Director fee when applicable) Please note that the entity will have annual requirements with the agent, which include:

  • Renewal/update of KYC info and Docs

  • Accounting record form and copy of accounting records (provided to agent on a yearly basis, by law) Timeframes for incorporation for both entity types is around 5-7 business days, once all service and KYC requirements have been received in full.

We have inquired with our network partners, and we are currently unable to offer a referral for a Canada based attorney who specializes in cryptocurrencies at this time.

Let me know if you have any questions.

Best regards,

**Guillermo Archila ****| **International Associate

KRAEMER & KRAEMER

50th street, PH Plaza 2000 17th  Floor,  Panama City, Republic of Panama.

Tel: +507 310-8688 | USA: +1 954-828-2968 | www.kraemerlaw.com| Privacy Policy