Legal Question in Business Law in Florida

Can a Panamanian foundation own an American LLC. Would that foundation be able to be the only shareholder of the LLC


Asked on 4/13/11, 9:39 am

1 Answer from Attorneys

Michael Sasso M. Daniel Sasso

You definitely should retain a competent tax and business attorney for your inquiry before you proceed much further- it is not quite as easy as one thinks. Unless the Panama Foundation is solely to hold passive realty or simply investment securities that is not productive at all. Briefly many tax incidents may well apply to the foreign foundation within its own country of Panama depending on what you plan to do with your entities:

a. Co partnership type agreement should be sought in Panama due to their intricate set of manufacturing, sales, income, excise, use taxes both inside and outside of Panama;

b. All licenses, trademarks or intangible assets should very well need to be held by the offshore entity, not by the U.S. entity!

c, Import and export ramifications if applicable;

d. Co manufacturing agreements to take advantage of the local laws in Panama, should there is any productive good manufactured and dealing with Panama.

You need also be aware of the following: a. Reporting rules for offshore foundations held by U.S. citizens or entities within the U.S. b. Realty held under FIRPTA and the witholding taxes involved. c. "Branch Profits Tax" if applicable; d. Perhaps Panama not recognizing the form of entity you plan to set up int he U.S. and therefore treat it as a pass through vehicle or alter ego of yourself! NOTE- that many foreign government do not recognize our LLC's as separate entities from oneself. d. Don't forget the transfer in fraud of Creditor Acts, and the 10 year lookback in Bankruptcy depending on your circumstances.

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Answered on 4/13/11, 12:52 pm


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