Our Firm

Our goal is to build a long-term relationship based on trust; a key pillar of the stable legal and financial planning required by clients.

servicios

Nuestra firma se ha especializado enfocado en la práctica del Derecho Mercantil en general, comprendiendo todo tipo de práctica relacionada con el derecho corporativo y comercial.

Partners

Amado Everardo Arjona Duque

Partner

Education:

Has a Degree in Law and Political Science from the University of Panama.
Organizations he belongs to: National Bar Association.

Areas of Specialization:

• Commercial Law. Legal Consultant
• Investment Counseling
• Custody of Personal Assets
• Tax Counseling

Languages:

• Spanish
• English

E-mail: arjona@ appartners.com.pa

Idaliz Haydee Guiraud Ortiz

Partner

Education:

Post-Graduate Degree in Management. Panamerican University, Panama, Republic of Panama.
Degree in Law and Political Science. University of Santa Maria La Antigua. Panama, Republic of Panama. 2005.

Areas of Specialization:

• Commercial Law

Languages:

• Spanish
• English

E-mail: idag@appartners.com.pa

Associates

Contact Us

Tax Consulting

Our firm has attorneys who specialize in counseling on all kinds of fiscal matters,

• Income taxes
• Income
• Strategic planning
• Application of exemptions
• Real estate transfer taxes
• Taxes on property
• Representation in administrative proceedings before the fiscal authorities and before summary jurisdiction, both at the national and municipal levels.

As a complement we also have authorized public accountants of the highest professional level as associates.

Ship Registration

Panama has become a country of great maritime tradition, especially as a result of its advantageous geographical position. The Panamanian Registry, has been included on the White List of the Paris Memorandum of Understanding (Paris MOU) according to a press release issued May 2011, which indicates that among the categories that a registry in this MOU may obtain (black, gray and white), Panama has managed to place itself within a select group of countries that meet the highest qualifications in maritime safety standards. It has an Open Type Ship Registry, where ships belonging to both nationals and foreigners, residents and nonresidents may be included, without any distinction, only complying with the requirements established by law relating to standards of safety, pollution, technical and fiscal criteria.

AP PARTNERS offers advice and will carry out the process through all of its steps including tonnage survey, assessment and registration of your ship in Panama;  obtaining a Radio and Navigation License; Charter Contracts, Registration of ship mortgages, Cancellation of Registration and all matters related to the ship or vessel be it a passenger or a freight ship.

Inmigration Procedures

AP PARTNERS has a team of specialized lawyers with experience in the immigration matters you need. We provide advice that will accommodate the needs of the client regarding his immigration status in our country. The Department of Immigration and Naturalization of the Ministry of Government of the Republic of Panama, grants the following visas to foreigners who want to legalize their stay in the Republic. There are three types of immigration status:

VISAS DE NO RESIDENTE y VISAS DE RESIDENTE TEMPORAL

This type of visa was designed for those who need to be in the territory of the Republic of Panama for a period of time, which can range from ninety (90) days and one (1) year renewable up to five (6) years. In this type of visa the alien intends to reside in the Republic of Panama.

Our legislation includes the following:

• Entertainer Visa
• Visitor Visa / Seasonal Worker Visa
• Domestic Worker Visa
• Business Visa
• Visas for the Banking Sector
• Visas for Researchers and Scientists
• Visa to Visit Relatives
• Visas for Medical Treatment
• Visas for International Humanitarian Assistance
• Visas for Ship Passengers and Crew for recreation or tourism purposes

Permits

• Foreign Personnel Hired by the National Government or autonomous or semi autonomous Entities
• Foreign Personnel Hired by Companies Under Contract with the Government
• Foreign Personnel Hired as Executives for Companies in the Colon Free Zone
• Foreign Personnel Hired by Private Companies within 10% of Regular Staff
• Foreign Personnel Hired as Expert or Technician within 15% of Specialized Personnel
• Foreign Personnel Paid from Abroad, with No Diplomatic Status
• International Press, Radio or Television Correspondent Paid Overseas
• Staff Hired by Companies under the Marrakesh Agreement
• Temporary Resident Permit for Reasons of Investment. Agricultural Investor
• Temporary Resident Permit for Reasons of Investment. Forestry Investor

Other

• For Education
• For religious reasons. A member of the Catholic and Orthodox Church in Service
• For religious reasons. Lay Missionary in Service of the Catholic and Orthodox Church
• For religious reasons. A person studying to be a member of the Catholic Church and Orthodox Church
• For religious reasons. Authorities, Ministers, Rabbis, Pastors, or Leaders or Religious Persons of Other Denominations or Religious Associations
• Temporary Resident Permit for Humanitarian Reasons
• Temporary Resident Permit for Family Reunion

Temporary Resident Permit for Special Policies

• Foreign Personnel Hired by Companies in the Film and Audiovisual Industry
• City of Knowledge Foundation – Research
• City of Knowledge Foundation – Teaching
• City of Knowledge Foundation – Entrepreneur or Executive
• City of Knowledge Foundation – Technical
• City of Knowledge Foundation – Student
• Foreign Personnel Hired by the Panama Canal Authority
• Temporary Resident as Contractor of the Panama Canal Authority
• Temporary Resident as Employee of a Company under Contract with the Panama Canal Authority
• Foreign Personnel for the Panama-Pacific area not exceeding fifteen (15%) of ordinary workers
• Foreign Personnel in a Position of Trust for the Panama-Pacific Area
• Foreign Personnel for Panama-Pacific Area Companies with fewer than ten employees
• Personnel Hired for Positions of Trust, Executives, Experts and / or Technicians in Companies within the Export Processing Zones
• Personnel Hired for Positions of Trust, Executives, Experts and / or Technicians in Call Center Companies for business use to export “call centers”
• Personnel Hired as Executives of International Companies, whose Functions have Effects Abroad
• Personnel Hired by Multinational Enterprises Headquarters
• For Financial Reasons – Forestry Investors
• For Financial Reasons – Macro-Corporation Investor
• For economic reasons-Independent Economic Solvency – Fixed Term Deposit
• For economic reasons- Independent Economic Solvency – Real Estate Investment
• For economic reasons- Independent Economic Solvency – Mixed (fixed-term deposits and Real Estate)
• Permanent Resident Permit for Family Reunion – Married to a National
• Retired Annuitant
• Retirees and Pensioners
• Personnel employed by the Panama Canal Authority
• Investor in the Special Economic Area Panama – Pacific
• Permanent Personnel Hired by the Developer, Operator or Agency in the Panama – Pacific Area within the allotted 10% of ordinary workers
• Investor in Export Processing Zones
• Investor in Call Centers for commercial use (call center) for export
• Investor in the Film and Audiovisual Industry
• Permanent Resident Permit Panama – Italy Agreement
• Special Permanent Resident Permit for Refugees
• Foreigners under Protection of the State

Work Permits

In each particular case, the type of work permit that corresponds is evaluated and processed, as appropriate to suit the client’s needs.

Processes

Criminal
We provide advice in all legal proceedings relating to the alleged commission of a criminal offense, homicide, injury, personal neglect, crimes against freedom, crimes against honor, crimes against property, crimes against family, crimes against modesty and sexual freedom, crimes against collective security, crimes against the public trust, crimes against public administration and any type of criminal proceedings.

Civil
We provide counsel and the professional service you need in any type of judicial proceedings as well as out of court settlements relating to civil law, in which you may be involved either as plaintiff or defendant.

Personal matters, movable assets and real estate, eminent domain and possession of property issues, probate, wills, concessions, contracts, etc.

Administrative
AP PARTNERS provides the necessary counsel in any administrative or judicial process to be followed of which the state or a public official is a party: contentious -administrative proceedings, lawsuits for control of constitutionality and legality, etc.

Maritime
AP PARTNERS has qualified professionals to provide counsel on maritime jurisdiction, which includes everything regarding trade and maritime traffic, actions on ships (or owners) seized within the Republic of Panama, seizure of property by the Maritime Court, proceedings in which the defendant is located within the Republic of Panama, or any proceeding involving a vessel under the Panamanian flag.

Labor
AP PARTNERS provides counsel on all types of labor proceedings, a right that protects human labor, regulating relations between employers and employees and trade unions.

Our firm provides legal services both to the employer, small or large employer, as well as to the worker in claims, accompanying the employee from the Ministry of Labor through to the ordinary judicial recourse.

We offer advise on current rules, labor contracts, compensations, licenses, special contracts (domestic, field worker, home workers, trade agents, artists, work at sea and waterways, construction contract, etc..), hygiene and safety on the job, collective relations, and all types of proceedings related to labor standards.

Fiscal
Our Fiscal Counseling Area is integrated as a team into our financial and accounting services division, as well as by external advisors to our clients for corporate tax planning.

That way we are able to plan our client’s new businesses and investments.

In case of controversies, AP PARTNERS sponsors the client in the Fiscal Administrative Proceeding.

Sanitary Registration

Constitution of Corporations

A corporation is a legal entity created by one or more natural persons or legal entities, and is a separate entity from its creators. Its owner, if formed by a single shareholder, or each member, if it is made up of several partners, owns a share in the corporation and is only liable up to the amount of their respective contribution, and as a shareholder they benefit from the confidential nature of the information.
Creating a corporation allows the investor to protect personal assets, placing them as part of the assets that now belong to the corporation.

Advantages

• Panamanian corporations offer ease of registration and significant tax benefits, particularly when used as offshore corporations or IBC’s.
• For incorporating one it is not necessary to be  a citizen or local resident.
• It is not mandatory to specify the corporate objectives to which the corporation shall dedicate itself, nor will the listing of certain activities prevent it from performing other activities as it may engage in any activity that does not contravene the law.
• It is necessary to appoint a Resident Agent, which must be represented by a Panamanian attorney in exercise, and who will provide a domicile for the corporation.
• Shares can be bearer shares or nominal shares and share certificates do not need to be registered.
• The duration of the corporation can be perpetual and it may be dissolved and liquidated at any time.
• Registration only takes 2 to 3 business days.
• It is not necessary for the interested parties to travel to Panama in order to incorporate a corporation. Two natural persons, who are residents may issue the articles of incorporation, in accordance with the instructions received and each can subscribe a share which, once the corporation has been registered, will be assigned to the parties who requested its incorporation.
• It allows you easier access to the banking system of Panama.
• Another great advantage is that in Panama legal tender is the U.S. dollar.

Tax Benefits

Taxes are only paid over activities of the Corporation which are carried out within the Republic of Panama.  Commercial operations conducted outside the territory are considered offshore and not subject to the payment of any taxes, even when directed or managed from an office in Panama.

Offshore Corporation BVI

In the British Virgin Islands (BVI) UK Commonwealth Territory, many corporations are registered due to the ease of registration and the tax benefits granted by the local commercial law.

• They are located on Francis Drake Channel, to the east of Puerto Rico. The capital is Road Town, on Tortola Island and its currency is the U.S. Dollar.
• The most commonly used legal forms are Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anonima or any of its abbreviations.
• The British Virgin Islands (BVI) offer tax free IBCs since the approval of the Statute of International Business Corporations, 1984 (IBC Corporations Statute).
• IBCs cannot engage in business relationships with BVI residents, nor can they own real estate in BVI, or conduct banking, trust, insurance or reinsurance businesses.
• To be duly constituted an IBC only needs an Administrator (Director) who may be a natural or juridical person of any nationality and need not be resident in the islands.
• A minimum of one shareholder is required and both bearer or nominal shares may be issued.
• The public registry does not keep details about the shareholders.
• It is not necessary to hold meetings of directors or shareholders annually.

Accounting and fiscal obligations 

BVI corporations are not required to submit annual reports or tax returns, although it is recommended that you prepare the financial statements showing the corporation’s situation.
There is a license fee to the government which must be paid which has the following annual cost:

• Companies with an authorized capital of up to USD$ 50,000 pay $ 300.
• Companies with a capital of over USD$ 50,000 pay USD$ 1,000.
• Companies with a capital not exceeding USD$ 50,000 and which have some or all of their shares at par value pay USD$ 350.

These companies are exempt from paying taxes over their worldwide income.

Delaware Corporations

Delaware is one of the 50 states of the United States of America, located in the Mid-Atlantic region. It is the second smallest state in terms of area, just behind Rhode Island.

Despite its small size, Delaware is a major financial center. The State of Delaware provides a single and much favored entry point to the U.S. market. More than 500,000 corporations, limited liability companies and trusts have been created in Delaware.

This happens because state law grants tax benefits to companies that decide to set up their headquarters in the state, attracting even many that operate primarily out of the state. This gave the state the nickname of The Land of Tax-Free Shopping. Therefore, Delaware is also one of the largest U.S. Banking centers. It also has a strong petrochemical industry.

Commercial License

Banking Procedures

Why is it convenient to open a bank account in Panama? Panama City has become one of the most important financial centers in Latin America, occupying one of the first places in international banking (IBC) in the world, with 2 Official Banks, 47 Banks with a General License, 32 with an International License and 14 Representation Offices, which makes a total of 81 entities with a banking license and 14 promotion and outreach offices for various international banks. In Central America, Panamanian banks are perceived as the most solid,leading the list of the largest Central American banks and occupying six of the first spots of the top 10 ranking.

Benefits of the Panamanian Banking system for the investor:

• In Panama, banks offer financial confidentiality from government tax authorities.
• All interest income or income from capital gains is tax free in Panama.
• Banks offer high interest rates for savings accounts, checking accounts and fixed term deposits.
• The free circulation of the US dollar as legal tender.
• Panama is governed by the principle of  territoriality in taxation, therefore all capital originating abroad is exempt from tax.
• The interest earned on bank deposits is tax free.
• The system provides protection and confidentiality for the depositors.
• It offers numbered accounts.

Our firm provides guidance and facilitates the opening of bank accounts, both personal as well as corporate.

Fideicomisos

By definition, the trust is a legal act whereby a person called “trustor” transfers assets to another person called “trustee” to administer or to dispose of them in favor of a “beneficiary,” which can be a third party or the person who constituted the trust itself.

The characteristics of trusts in Panama are:

• They can be created by means of a private document, authenticated and notarized locally, which ensures the confidentiality of its contents. They do not need to be created by means of a public deed nor do they need to be registered save in case of real estate located in the Republic.
• Panamanian law expressly guarantees the confidentiality of its execution.  It is expected that directives, representatives, employees or any other person involved with it, respect the secrecy of the operation. Violations of this provision are heavily penalized
• It has a fixed duration even though it can be revoked or terminated before its expiration if so indicated by the founder.
• It may be created for any purpose that does not contravene the law or public order.
• Both, founder and administrator and/or beneficiary, may be natural or juridical persons.
• The trust’s assets shall constitute an estate separate from the personal assets of the trustor for all legal purposes and may not be attached or seized, except for obligations incurred or damage caused in the execution of the trust.

Acts of execution, modification and termination of a trust, as well as the transfer, assignment, or encumbrance of the trust’s funds and the income or interest earned on the trust’s assets and property, are exempt from all taxes, levies, fees or charges, provided that the trust:

1. Is on property located abroad;
2. is on money deposited by natural or juridical persons whose income does not proceed from a Panamanian source nor is taxable in Panama; or
3. is on stock or securities of any type, issued by companies whose income is not from a Panamanian source, even when such monies, shares or securities are deposited in the Republic of Panama.

Advice on insurance and reinsurance

Incorporation of Private Interest Foundations

What are they and what are the benefits of Private Interest Foundations?

One way to protect personal assets is through the creation of a Private Interest Foundation, which is a juridical figure through which one or more persons (natural or juridical) create another juridical person or entity subject to rights and obligations, separate from its creator.

This person, called FOUNDER, is the one who transfers or assigns assets owned by it to the Foundation so it can manage and protect them in favor of the beneficiaries chosen by the founder.

The foundation may manage, acquire and dispose of funds and assets, have its own domicile, and enter into any type of contracts.

The aim of the founder is to allocate certain assets for the purposes set forth in the Foundation Minutes and in its By-Laws, which may subsequently be amended and it is not created for profit, although it can perform acts of commerce but not habitually, and only to serve the purposes for which the foundation was created.

Panamanian law on private foundations is flexible and it only requires the registration in the Public Registry of the Foundation Minutes.  The By-Laws, where information on the form of distribution of the assets and beneficiaries is included does not need to be registered which gives this system plenty of privacy.

The founder can establish that the funds of the foundation are for its exclusive benefit during its lifetime or shared, and establish its beneficiaries upon its death, making it an instrument that in some cases replaces a will.

Concessions and contracts with the state of Panama

Custody of Personal Assets

Legal Counsel on Real Estate Investment

Registration of trademarks and patents

Market competition today, has made it necessary to distinguish products of the same type, having similar or identical qualities, from others already being manufactured or which will compete against them in the market. The brand besides being used for advertising purposes, creates legal protection which aids in the identification of the product, its packaging, color, positioning … It gives a unique identity and increases the value of the product as compared to those who do not have one; also reflecting the corporation’s prestige and the quality of its products.

AP PARTNERS offers personalized service for registering trademarks and patents in order to protect the Investor in Panama.