Aleman, Herrera & Associates specializes in the incorporation and administration of offshore companies in five different jurisdictions. In the British Virgin Islands, The Bahamas, and Jersey, such companies are known as International Business Companies (IBC s). In Panama, they are known as Sociedades Anonimas (corporations). The following is an outline of the main features and uses of International Business Companies and of Panamanian offshore corporations.

Advantages of offshore companies:

- Income generated outside the Republic of Panama is TAX EXEMPTED.v All corporate information is confidential.

- Expeditious incorporation procedures. v Easy ongoing administrative procedures.

- Any kinds of share classes are allowed, at the client's discretion. Par value or non par value, nominative or bearer shares, or a mixture of both are allowed.

- There is no legal requirement as to minimum or maximum permitted company assets, nor any legal obligation to pay all or part of the authorized capital.

- Any lawful private or commercial transactions may be carried out, in any part of the world and in any currency. There are no currency exchange controls.

- The law stipulates no compulsory annual meeting of the Board of Directors or Shareholders.

- Directors, Officers and shareholders may be natural persons or bodies corporate, of any nationality and domicile, with no limitations as to their number and no obligation to be registered at the Public Registry. Panama is the only exception, as Directors and Officers of Panama Corporations must always be registered, corporate bodies may not be appointed as Directors or Officers, and a minimum of three (3) Directors and three (3) Officers (President, Treasurer and Secretary) are required. Official certifications of company Directors may therefore be obtained at all times, which is a particular distinction of Panama corporations that many clients prefer.

- Members of the Board of Directors need not be shareholders. In some cases, Aleman, Herrera & Associates offers the services of nominee Directors.

- Shareholders and Directors may be remunerated by the company and may enter into contracts with the company.

- Shareholders and Directors may hold meetings in any part of the world and may be represented by proxy.

- Offshore companies may freely issue general or special Power of Attorney.

- Corporate and Accounting books may be kept within or outside the country of registry at the discretion of the Board of Directors.

- Alemán, Herrera & Associates may sign for the Incorporation documents (Memorandum and Articles of Association or Articles of Incorporation), at the request of the client, to maintain anonymity of the client.

- Overseas companies may re-domicile or continue as International Business Companies in the British Virgin Islands, The Bahamas and Jersey, following simple re-domiciliation procedures.

- The five jurisdictions are regarded as solid, politically and economically stable democracies. Communication systems are generally excellent with infrastructures that include legal and financial institutions, available for conducting most types of financial transactions. Advocates may conveniently legalize documents.

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Offshore Company Formation

We require the following essential information to proceed with the incorporation of an offshore company:

1. Name of the Company: Slight differences and exceptions exist among the four jurisdictions. Should the client have any doubts, he should contact our office for more detailed information.

a. In the British Virgin Islands and The Bahamas, the name of the company may be registered in any language and must contain any of the following endings: "Limited", "Corporation", "Incorporated", "Societe Anonyme" or "Sociedad Anonima", or the abbreviations "Ltd.", "Corp.", "Inc.", or "S.A."
The following names may not be used in any of the aforementioned jurisdictions: "Insurance", "Assurance", "Seguros", "Bank", "Banco", "Trust", "Trustee", "Fideicomiso", "Fiduciario", "Building Society", "Chamber of Commerce", "Camara de Comercio", "Bolsa de Valores", "Chartered, Cooperative", "Cooperativa", "Imperial", "Municipal", "Royal", or any other world that has a similar meaning, unless they are approved in writing by the respective Public Registry.

b. In Panama, the word "Limited" and its abbreviation may not be used as part of the name of company, as a limited company or "Compañia Limitada" is a corporate entity, which is subject to special law.

2. Authorized Share Capital: The standard Memorandum and Articles of Association stipulate the maximum share capital allowed by each jurisdiction for the minimum registration fee per corporation. In Panama, this is US$10,000, in the British Virgin Islands it is US$50,00. Our standard Memorandum and Articles of Association allows shares to be issued as bearer or nominative shares, at par value.
The client must notify us if they require shares that differ from the usual shares or require a higher authorized share capital. Aleman, Herrera & Associates will provide clients with any necessary information, upon request.

3. Full Names of Directors: Though this information is not required in order to register the Memorandum and Articles of Association at the Public Registries of the British Virgin Islands, The Bahamas does require this information for its internal controls and company record updating. There may be one or more Directors of legal capacity, of any nationality or either gender. In some cases, we provide nominee Directors and Officers, in which case, Alemán, Herrera & Associates retains custody of the Share Register and Minutes book at its office.

In the Special case of Panama offshore companies, the Board of Directors must be constituted by a minimum of three (3) Directors and three (3) Officers (President, Treasurer and Secretary), whose names are registered at the Public Registry together with their respective domiciles, for this purpose, Aleman, Herrera & Associates provides clients the directors and the domicile.

Corporation Questionaire

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Panama Private Foundations

The Panama Private Foundation is a legal instrument established by way of a private or public document, by either one or more private person (s) or corporate entity (ies) known as the Founder (s) and the allocation or endowment of funds or assets by the Founder is essential to its creation.

The Foundation is an independent corporate body (removed of the Founder ) and it contains the administrative organ called the Foundation Council, the principal function of which is to administer and fulfil the purpose of, the foundation. Many consider the foundation as a useful vehicle for inheritance purposes, similar to a will.
Formation:

The Foundation is formed by one or more individuals or legal entities and can have immediate effect upon the death of the Founder. A Foundation Charter is registered at the Public Registry, which is subscribed by the Founder, whose signature must be authenticated by a Public Notary.
Purposes of a Foundation:

The Foundation must be used for non-profitable purposes. Nevertheless, commercial activities may be carried out, and capital stock rights may be enforced by the Foundation so long as the proceeds of such activities are exclusively applied to the Foundation's purposes. Foundations are commonly used for:
- Administration of the Founder's assets
- Private investments
- As a Holding vehicle for assets or property
- As a Shareholding participation
- For Regulation of succession
- For Business preservation
- In order to secure the wishes of the founder as regards the disposition of assets

For Minimization of tax inheritance
May be used in order to make recurring payments to individually designated beneficiaries and distribution of the Foundation funds to those beneficiaries, in the event of dissolution of the Foundation

May be used to administer payments to individuals for education, training and other purposes, offering benefits for future generations
To promote family financial livelihood

We understand that every client has special needs and we are ready to make the necessary adjustments to satisfy them. Our services are tailor-made and based on each client individually.

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Merchant Accounts

A merchant account is the most vital tool for E-COMMERCE transactions. Our Law Firm has a dedicated team of professionals that can assist your business with secure and cost effective web transactions. We have a variety of Merchant Operators located in the US and EUROPE ready to assist your business needs.

Offshore Bank Accounts
AH&A is able to assist you with the opening of an offshore account. Offshore accounts combine several advantages. The most important one is the minimization of tax burdens. Tax offices for example will tax all funds as soon as they run through a local bank account. The authorities thereby don't mind whether the money is intended for a local or a foreign company nor whether the taxes are already paid in another country. You can avoid all this trouble by simply opening an offshore checking account. The account also provides the highest level of banking secrecy.

Accounting opening business banking
Accounts offer multi currency service, phone banking, internet banking, cheques, ATM- and credit cards. There is no check on your credit history. Offshore banks offer the highest level of privacy protection and are tax free.

Confidentiality guaranteed
Of course our assistance ends at a certain point of the registration process. As soon as signatures are required, all aspects of the process will be transferred to you. This ensures that you alone have the authority to draw against the account or issue checks against the account. Please also note that the account contracts are contracts between you and the bank. Please understand that in order to protect our sources we cannot hand out names of any of the banks prior to receipt of payment.

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Accounting and Administrative

Global market demands quick responses and fluent communication channels. There is also a permanent challenge to reduce costs to be more competitive without decreasing the quality and image of products and services.

AH&A can provide clients with image and low cost presence through a virtual office that can be adapted to a wide range of client needs such as: postal address and mail forwarding service, e-mail address, telephone and fax lines, invoicing, accounting, and document translations.

These are the accounting and administrative services we offer:

- Postal Address & Mail Forwarding Services

We will register the company's name at the central Post Office as an authorized user of the box.

AH&A will receive correspondence on a daily basis and forward it to the client desired location.

AH&A also provides electronic mail addresses where required.

- Telephone & Fax Services

The service includes:

- Company Invoicing

AH&A can assist clients with their collections of assets preparing invoices on company's letterhead and forwarding them to third parties for collection. Funds collected are transferred to the clients as per his/her instructions.

 - Translations

We provide translation of documents into most commercially spoken languages.

 - Accounting Services

AH&A offers a full range of accounting services to offshore companies, including bookkeeping, invoicing, collections and preparation of financial statements, audited statements and special reports.

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Gaming Licenses Accounts

Our Law firm has rendered legal advice to several gaming operators and gaming software developers in the gaming community including land based casinos and the government of Panama.

Why Panama is the ideal gaming jurisdiction for the online gambling entrepreneur.

Panama has a fully regulated body of internet gaming laws of the highest standard, comparable to the gaming laws of the Isle of Man, which means that the gaming entrepreneur can open a gambling website and continue to be on the right side of US law. With the US dollar as legal tender and zero tax, Panama has been described as a 'virtual country' which makes it ideal for the online gambling industry. There are no double tax treaties that can be used for commercial activities and no VAT is levied on goods or services exported from the Republic of Panama. The gambling industry is furthermore subject to special tax exemptions on imported products for the gaming industry.

The gambling jurisdiction of Panama offers US standard infrastructure and necessary resources and at half the cost. Its location is conveniently close to several major US cities. Panama has access to multiple high-bandwidth continental fibre optic networks, in fact the best submarine fibre optic access of the region.

Panama Internet Gaming Licenses

All Internet Gaming Companies within or hosted in Panama have to be registered under the online gaming act of 12 November 2002. The regulation allows for online international wagering.

Internet gaming companies domiciled in Panama enjoy complete tax exemptions. Customs duty concessions are given for imports needed to carry on Internet gaming. As long as the incomes made from Internet operations are to jurisdictions outside of Panama, there is no income tax, with holding tax, sales tax or VAT taxes. Offshore companies, such as on-line gaming companies are not subject to foreign exchange control. There is also a new call center incentive and training program that boast numerous qualified bilingual workers.
Procedure of licensing and terms

- The process of the application for the license usually takes from one to two months after providing all required documents.
- To ensure that all Applicants have no criminal record and suitable references.
- To designate qualified Applicants as to operating under the master license.
- To ensure that all software and specific games of chance conform to the strict regulations of the Panama Internet Gaming License.
- To collect all fees.
- To monitor game payouts and to make certain they are within acceptable worldwide standards.
- To make certain that a complete record of all transactions are available for inspection by designated officials of the Government or the License holder at any time.
- Compliance with national and international money laundering regulations.

You must also consider your development needs, software, billing, dedicated servers and travel if necessary.
AH&A acts as an agent/consultant to steer you in the right direction and we make sure you can operate from Panama legally and profitably. We have the knowledge and technical ability to get your business launched smoothly. We have partnered with a few trusted companies and together we can provide all the services required, from incorporating, software, licensing, banking, billing, personnel, hosting and server management.

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Invoicing

AH&A has broad and substantial experience in providing a variety of reliable and efficient services for offshore trading activities in the area of invoicing services.

Panama has favourable tax laws that levy no taxation on offshore transaction, a reputable International Banking Center, free circulation of the US Dollar as legal tender and lack of exchange controls providing the best choice for your trade services operations and re-invoicing structures.

We offer a full range of personalized services handled by a highly-qualified team with strict confidentiality, as follows:

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Immigration and Special Visas

Immigration

The Department of Immigration and Naturalization of the Republic of Panama, awards the following type of visa to foreigners who wish to legalize their stay in our country.

Visa or temporary visitor:
This type of visa, was devised for persons who need to be in the territory of the Republic of Panama for a period of time, which can oscillate between ninety (90) days to a renewal year, until a maximum of five (5) years, This type of visa is designed for foreigners who do not wish to establish their permanent residency in the Republic of Panama.

Our legislation establishes the following as Non-Immigrants Visas:
- Tourist Visa.
- Visa of Passer By.
- Visa of Traveller in Transit.
- Visa of Traveller in Direct Transit.
- Visa of Temporary Visitor in the Capacity of Student.
- Visa of Temporary Visitor in the Capacity of Visiting Family.
- Visa of Temporary Visitor in the Capacity of Agriculturist
- Visa of Temporary Visitor in the Capacity of Press Correspondent.
- Visa of Temporary Visitor to be Placed under Medical Treatment
- Visa of Temporary Visitor in the Capacity of Executive Hired by a Colon Free Zone Company.
- Visa of Temporary Visitor in Capacity of Expert
- Visa of Temporary Visitor in the Capacity of Religious Personnel
- Visa of Temporary Visitor in the Capacity of Diplomatic Member of an International Delegation.
- Visa for Special Temporary Visitor (this type of visa is reserved for executives or industrialists who come to Panama with a specific agenda and whose income source is foreign or come from a foreign company established in Panama).

The general requisites for a temporary Visitor Visa are:
- Power of Attorneys and petition presented by conduct of a legal counsel.
- Good Health Certificate.
- HIV examination Test.
- Clarifying note of the parents name.
- Valid passport
- Personal Police Record provided by country of origin.
- Four (4) wallet-size pictures.
- Note: In addition to these, some type of visa may require additional documents.

Immigration visas:

An Immigrant can be defined as a person who voluntarily or for reason out of his control, decides to leave his country of origin and move to another one permanently, with the sole purpose of working in said country., The Immigration Visa awarded in our country are:
- Immigrant Visa for Investors.
- Immigration Visa awarded by disposition of the Ministry of Labour of the Republic of Panama.
- Immigration Visa for foreign Married to Panamanian.
- Immigration Visa for economically Privileged Foreigners.
- Immigration Visa for Residents Dependents.
- Immigration Visa for Agriculturists Foreigners or Farming Corporations.
- Immigration Visa for Forestry Investors

With anyone of these visas, foreigners can choose to establish permanent residency in the Republic of Panama. The person must file a petition to the Department of Immigration accompanied by all requisites demanded by law for each individual type of Visa depending on one that is being applied for. Once the petition is approved, the Visa is awarded for one (1) year and a personal identification card is also issued for the same period of time. Overcome a year, the foreigner must petition for a renewal, having then the right to obtain a national identity card and the Permanent Residency.

The general requisites needed in order to apply for an Immigration Visa are:
- Power of Attorney and petition presented by conduct of a legal counsel.
- Certified check for the sum of US$1,000.00 in favor of the National Treasury.
- Certified check for the sum of US$500.00 in favor of the Ministry of Government and Justice.
- Good Health Certificate.
- HIV examination test.
- Personal Police Record.
- Valid Passport.
- Four (4) wallet-size pictures.
- Clarifying note of parents name.
- Personal police record of the last place of residence.

NOTE: In Addition to these, each Visa requires some additional documents.
In addition, all foreigners with Temporary Visitor Visa or Immigration Visa may obtain Multiple Exit and Entrance Visas.
Recently, a modification was made to the figure of the Multiple Exit and Entrance Visas. The foreigner with residency in the country may obtain a Multiple Exit and Entrance Visa valid for two (2) years. Those foreigners with a Identity Card valid for a year, may obtain a Multiple Exit and Entrance Visa valid for the same period of time.

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Maritime Litigation

Panama has established a specialised maritime tribunal to deal with complicated maritime disputes. Whether these involve vessels, breach of charter agreements, contractual or labour disputes, or damages to cargo or valuables during shipping, experts are available to speedily resolve the dispute, thus ensuring the continuation of trade internationally. Panama retains jurisdiction in arrest cases to resolve the principal dispute. Shirley & Associates has experienced attorneys that can assist in maritime litigation of any type, including:

- Arrest of Vessel and release of the same
- Maritime Labour Disputes
- Transportation and shipping disputes such as: damage, delay or loss of cargo; collision; charter party disputes; etc

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Shipping & Yacht Registration

Aleman, Herrera & Associates provides legal services for maritime matters of all types. These range from routine transactions, such as ship and yacht registration, mortgage registrations, to more complex issues, including litigation, arrest of vessels, ownership transfer, finance transactions, and drafting maritime contracts or credit and security instruments.

Features and Advantages
Panama is strategic location in the maritime world and its role in international commerce make it ideally suited to the registration of sea-faring vessels. Taking advantage of this geographical fortune, Panama enacted legislation in 1925 to promote vessel registration. Panama is prominence as a ship registration centre has continued due to the features and advantages of its legislative framework:

Registration Process
Panama offers both provisional and permanent registration of vessels.

Provisional Registration
The purpose of provisional registration is to allow the title to be duly registered in the Public Registry office and to ensure compliance with other requirements for permanent registration.

The patent of provisional registration is valid for three months, and may be obtained promptly from the Bureau of Vessels. Applications for the provisional license may be filed through Panamanian consulates world-wide. In such cases, the Bureau will authorise the Consulate via fax to proceed with the registration. Please do not hesitate to contact Aleman, Herrera & Associates for assistance with the application for provisional registration.

Permanent Registration
In the 6 months following a provisional registration being granted, the Bill of Sale, or the Builder s Certificate in the case of a newly constructed vessel, should be filed in the Republic of Panama. Following registration of these documents in the Public Registry Office, Shirley & Associates will proceed to request the issuance of the Permanent Navigation Patent (which is valid for 4 years, or 2 years in the case of pleasure craft) from the Bureau of Vessels.

This patent is renewable for similar periods of time, so long as the vessel is up to date in its payment of fees and taxes and is in compliance with all applicable laws and regulations.

Please note that Panama s legislation requires that any vessel registered in Panama maintain a legal representative or registered agent locally. This agent must be an attorney or law firm. AH&A would be pleased to provide this service, acting as a liaison with the Panamanian authorities.
Radio License

In addition to the requirements of registration, all vessels must install and maintain radio communications equipment. At the time of applying for the Provisional Registration, the vessel will be issued with a Provisional Radio License, valid for three months. It may be renewed for equal periods of time thereafter. During this period of provisional licensing, the Bureau of Vessels should receive an application for a Permanent Radio License, which would be valid for 4 years and renewable for equal periods thereafter.

Dual Registration of a Vessel
Although prohibited as a general rule, Panamanian legislation does allow for dual registration in the case of charter party or bareboat contracts.
Where a charter party contract exists it is possible that the vessels be registered in two jurisdictions, provided that the government of the other country also consents to the dual registration. The validity of this Special Navigation Certificate may be extended beyond the initial 2-year period if the charter contract exceed this period or is extended or renewed.

All vessels subject to dual registration are subject to the laws of Panama with respect to safety and other operational matters, but remain subject to the laws of the country of original registration with respect to rights of ownership, ship mortgages or liens, and the payment of taxes. This also applies in a reciprocal fashion, so that where a vessel is originally registered under the Panamanian flag, it may be registered in a second jurisdiction where the other government consents to the same. Vessels which are registered in this manner remain subject to all legal and fiscal laws of Panama, and all title deeds and mortgages thereon must be registered here.

Mortgages and Encumbrances:
Panamanian laws also regulate the registration of mortgages. A mortgage is only valid against third parties after its registration in the Public Registry Office. In order for it to be registered, the document should be duly authenticated by a Panamanian Consulate or by Apostille, although it may be written or executed in any form or language. It is possible for it to be executed in accordance with the formalities of the country of execution, insofar as it is later authenticated for registration.

A mortgage may include any provisions which the parties deem convenient, but should definitely include the following information:
- Details of the Mortgagor & Mortgagee;
- Fixed or Maximum amount of Secured Principal;
- Payment Schedule;
- The interest rate or the determination thereof;
- Details of the vessel securing the credit;

Where various vessels are mortgaged to secure a single credit (known as a fleet mortgage) it should be state what part or amount of the lien applies to each vessel.

Please contact ALEMAN, HERRERA & ASSOCIATES for assistance in the drafting and registration of a ship mortgage.
Other services:

AH&A is also pleased to assist in any of the following matters:
Maritime Contracts:
- Salvage & Towing
- Sale, Purchase or Financing Transactions
- Loan & Mortgage Transactions
- Maritime Insurance
- Carriage & Shipping
- Charter Party & Bareboat

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Patents & Trademarks

The term trademark is interpreted as “every sign, word, and combination of these elements or any other means which, due to their characteristics, are susceptible of individualizing a product or service.” The trademarks may contain: words or combination of words; images, figures, symbols and graphics.

The law which contemplates the registration of trademarks in Panama is Law 35 of 10 May 1996 which, together with the General Bureau of Industrial Property Registration (DIGERPI), governmental institution responsible for the application of the aforementioned law, aid and impulse the economic and technological development of our country, by extending their juridical protection to all the inventions, trademarks, other distinctive signs and vegetable variety as well as to the dissemination of information and technological advances relating thereto