August | 2021 | Offshore Companies International

How To Set up Token Launch Company in Mauritius

Mauritius has a regime known as the Regulatory Sandbox License (RSL) which may potentially be accessed by Token Launch and/or ICO Entrepreneurs.

The RSL is issued by the Economic Development Board (EDB) to eligible companies willing to invest in innovative projects according to an agreed set of terms and conditions for a defined period. To be eligible, these firms need to demonstrate the innovative nature of their project, whether at the local, regional or international level.

Objectives of the regulatory sandbox

To supply FinTech companies with a structure, where they have to meet the relevant regulations in the fast-moving world of FinTech
To provide companies with better access to finance
To create the opportunity for start-up companies to demonstrate their innovation
To encourage investment (Potential Lenders are more likely to invest in a company if they are sure that it operates in a regulated environment)
To create awareness and to improve both individuals’ and organisations’ knowledge of FinTech products and services
To protect the rights of consumers

In a nutshell, the Regulatory Sandbox licence (RSL) plays an essential role in the growth, adoption and investment of FinTech innovation, at the same time providing suitable protection for consumers and investors’ interests. The Regulatory Sandbox License has been a real game changer for many entrepreneurs. Activities already approved under RSL include Crowdfunding, Peer-to-Peer lending, etc.

Eligibility

In order to be eligible, applicants should meet the following criteria:

Investment in an innovative project;
Promotion of a project in respect of which there is either no legal framework or a lack of adequate legislative framework
Establish the innovative nature of the proposed activity at the local, regional and international levels.

Documents to be submitted:

Duly completed application form;
Business Plan or feasibility study outlining proposed business activity;
Particulars of promoters, beneficial owners and directors;
Certificate of character of beneficial owners and directors;
Financial forecast and financial capacities of applicant;
Details regarding the lack of regulatory framework in the country in relation to the conduct of the proposed activity;
Details regarding the known risks associated with the proposed activity;
Information on whether the applicant is licensed in any other jurisdiction for the proposed activity; and
An exit strategy to be implemented by the applicant in the event that the proposed activity is not implemented.

Successful Applications

An applicant is entitled to commence his/her RSL activity and to develop the project within a controlled environment as soon as it is notified of the EDB’s acceptance of the application. The development of the RSL activity remains of course subject to licensing conditions that may be imposed. Furthermore, a licensee will be requested to submit what are known as interim and final reports.

How to proceed

Set-up a Mauritius Domestic Company
The company will then submit an application to the EDB with the required documents.
The processing will take up to 3 months inclusive of the EDB assessment and online interview with promoters.

Costs

Set-up costs will be USD 13,000 inclusive of domestic company incorporation, preparation of documents, submission of application to EDB and liaison.

Other costs will depend on requirements of the project (compliance, office rental, etc). this will be provided after we have examined details of the project.

The set-up costs exclude opening of bank account.

It should be noted that in the event that EDB approval for the project is granted, there may be a transition process once the activity becomes formally regulated by the FSC and rules are published; This does not mean that the RSL licence will be revoked, only that there will be a need to submit an application to the regulator so that they can issue a new licence.

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

DISCLAIMER: OCI is a Company/Trust/LLC/LP/Foundation Formation Agency. We are not tax advisers or legal advisers. You are advised to seek local legal/tax/financial advice in regards to your local reporting/tax requirements before committing to set up or use an Offshore Company or other entity.

NOTE: This information is current as at 2 July 2021

The Panama PIF20 Private Investment Fund: FAQs – Answered

An increasingly popular type of Private Investment Fund recognized by Panama law is the PIF-20.

The Panama PIF-20 is a Private Investment Company which can be incorporated in Panama with a specially tailored constitutional document providing:

(a) that there will be no more than twenty (20) investors due to their membership to an enterprise or an association; &

(b) that shares or units in the Company will be offered on a private basis and not by public means of communication.

This type of Fund is not required by law to appoint an investment manager or a custodian. Moreover, the Panama PIF-20 Fund does not have to be registered with (nor its existence even notified to) the SMV (ie the Superintendency of the Securities Market of Panama) and is not required to comply with the provisions of Regulation No. 5 of 23 of July of 2004 (ie a PIF-20 Fund is not subject to the normal post regulation Regulatory Supervision/Reporting requirements that normally apply to Licensed Mutual Funds in Panama).

The PIF20 is ideal for deployment as a Start Up (or First Time) Fund and is significantly cheaper and (much) easier to set up compared with its direct competitor ie the BVI Incubator Fund. Most significantly, unlike most (it not all) comparable jurisdictions you don’t need to include a Licensed/Experienced Financial Professional on/in the proposed Board of Directors/Management Team/Ownership Team.

OCI can provide you (and/or your client/s) with the required legal/practical/etc assistance to establish such an Investment Fund in Panama.

Here are some of the frequent questions we receive and their answers:

1. How long will it take to establish a PIF20?

Once we have obtained the due diligence information/documentation, we will be able to register your PIF20 in 1-2 weeks.

2. What really makes a difference between a PIF20 and an ordinary Panama company? Meaning what makes it to become / to carry the name of “fund”?

A PIF20 is subject to the Panama Corporations Law and the Panama Securities Law (and its regulations). A PIF20 Fund may carry the name “FUND”.

3. Do I understand correctly that PIF20 is tax neutral and also no withholding applies for distributions to investors?

A PIF20 will be considered as an ordinary Panama offshore company for taxation purposes. Consequently, a PIF20 will not be subject to any withholding tax in Panama and will not be subject to Corporate Tax in Panama ie assuming (i) the PIF20 is managed/controlled from outside of Panama and (ii) that all its income is sourced from outside of Panama

4. Is there any accounting / reporting required?

A PIF20 must maintain accounting records but there are no reporting requirements. Our firm as Registered Agent will need to have access to the accounting records for compliance purposes, upon requirement. All you need to do is provide an address and the name of contact person being the individual who will keep custody of the accounting records. A PIF20 is not a regulated entity, but the Company’s Panama registered agent may be subject to inspections from the SMV in order to validate that the company is in full compliance with PIF20 regulations.

5. What does OCI’s fee cover / what documents will be produced? What is required to carry PIF20 in general and annually, like address, local contact person? What about a bank account? Is it realistic to open it in Panama if non-resident beneficiaries are involved?

The set up fee of $US2,000 includes the total legal fees and expenses for registering your PIF20 company with a specially drafted provision in the Articles of Incorporation, to comply with the Panama Securities Law. There is no need to appoint a local director or representative. Opening a bank account for a PIF20 in Panama is not unrealistic but it can certainly be very bureaucratic. Kindly note that the PIF20 is generally incorporated with two classes of shares, Investor Shares (ie Class B shares which have dividend rights but no voting rights) and Management Shares (ie Class A shares which come with both voting rights and dividend entitlements).

It also should be noted that the Fund Manager of a PIF20 must be a separate legal entity that can be established as an ordinary Panama company or of any other jurisdiction that is not managed in or from Panama.

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

Panama Private Funds

Are you a Successful Trader?

Are friends and family and or friends of friends approaching you asking you to trade their funds?

Are you thinking about kicking off a fledgling Investment Fund? Not sure how or where to get started? And/or are you concerned about the set up/admin cost of setting up an Incubator Fund?

Well you might want to take a look at Panama’s Private Fund Set up Options.

Introduction to Panama Private Funds

There are two types of private fund (fondo privado) in Panama, namely, a private investment fund with up to 50 qualified investors or a private investment fund with up to 20 investors (an “FP”).

The operation of FPs is governed by Decree-Law No.1 of 8 July of 1999 (the “Securities Act”) together with Regulation No.5 of 23 of July of 2004 (the “Regulations”) issued by the Superintendency of the Securities Market (the “SSM”), which is the governmental body responsible for regulating funds in Panama.

There is no restriction on the type of assets the FP can invest in. However, should the FP hold local assets then it may require additional regulation in Panama.

Types of PFs

There are two types of private fund (fondo privado) in Panama, namely, a private investment fund with up to 50 qualified investors or a private investment fund with up to 20 investors (an “FP”).

A. Up to 20 investors (“20-FP”) – most popular

A 20-FP is generally a Panamanian company.

The shares of a 20-FP must only be offered on a private basis rather than to the public.

It is imperative that the constitutional documents of the 20-FP state that there will be no more than 20 shareholders/investors.

Upon establishment of the 20-FP, there is no requirement to register with, or notify the SSM. Additionally, a 20-FP is not required to comply with the provisions of the Regulations, which are set out in more detail below in relation to establishment of a 50-PF. In summary, this means a 20-FP does not need an auditor, a custodian or investment manager.

A 20-FP therefore has a very light regulatory touch in Panama and can be established relatively quickly and cost effectively.

B. Up to fifty investors (“50-FP”)

As with 20-FP’s, a 50-FP does not need to be registered with the SSM. However, unlike a 20-FP, the SSM must be notified of the establishment of a 50-FP. This notification does not, however, mean that the 50-FP is classified as a registered person by the SSM.

The documents establishing a 50-FP must contain any one of the following provisions:

a provision limiting the number of investors to 50;
a provision requiring that all offers will be made privately and not publicly;
a provision stating that its participation shares will only be offered to qualified investors; and
a provision confirming that an investor’s minimum initial investment must be not less than USD $100,000.

Qualified Investors

In order to invest in a 50-FP, the investor must be a qualified investor. A qualified investor is a person who has signed a statement confirming that his assets, individually or together with his/her spouse, are worth no less than US$1,000,000 and providing his express consent to be treated by the 50-FP as a qualified investor.

Registered Agent and Legal Representative

A Panamanian company requires a registered agent in Panama, which is generally a Panamanian law firm (which OCI is in partnership with).

In addition, pursuant to the Regulations a 50-FP must have a legal representative in Panama. The same Panamanian law firm providing the registered agent services can act as legal representative.

The legal representative will represent the 50-FP before the SSM. It will be the point of contact between the SSM and the 50-FP and will, therefore, receive all communications from the SSM in relation to the 50-FP.

Requirements to set up a 50-FP

(a) The legal representative of the 50-FP must notify the SSM in writing that the 50-FP has fulfilled the requirements of the Regulations.

(b) The following documents must be provided to the legal representative who will ensure they are available for inspection by the SSM:

a copy of the constitutional documents, such as the articles of incorporation or trust instrument;
a copy of the prospectus, offering memorandum or such document used by the 50-FP to offer its shares to investors;
audited financial statements for the latest financial year;
certificate of good standing confirming the existence of the 50-FP;
documentary evidence of the appointment of the legal representative;
a certificate of the directors confirming that the 50-FP has complied with the requirements of the Securities Act and the Regulations;
name and address of the fund, its investment manager, offeror, custodian, directors and key executives.

(d) The latest audited financial statements must be provided to the legal representative within 120 days of the financial year end.

(e) International – Panama is internationally focused and the Company is popularly used for international business and transactional purposes.

Advantages of an FP?

Panama is an attractive jurisdiction for the establishment of a private fund. There are numerous advantages to establishing a FP, including but not limited to:

Panama is one of the world’s fastest growing economies.
Panama is an excellent banking and international financial services centre.
FP’s, particularly the 20-FP, are lightly regulated. Neither a 50-FP or 20-FP has to be registered with the SSM.
There is no restriction on the type of investment the FP can make.
The directors of the FP do not need to be based in Panama.
FPs are exempt from tax on income received overseas and so can be structured so as to have a zero rate of tax in Panama.

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

PANAMA TRUSTS FEATURES & BENEFITS

With a suite of attractive Company, Foundation & Trust products, over the course of the past fifty years or so, Panama has built a name for itself as the Premier International Offshore Financial Centre of the Americas/Caribbean region.

Whilst the Panama Foundation garners a lot of attention internationally, an often overlooked gem of the Panama Financial Services Product Suite is the Panama Trust.

A Panama Trust allows foreigners with assets located outside of Panama to form tax free trusts.

Panama’s first law governing trusts was enacted in the 1940’s. A new law was passed in 1984 called the Trust Law No. 1 of 1984 allowing trusts to be more flexible. Law 1 of 1984 (hereinafter “Law 1”) specifically stated that non-Panama assets and properties and all income generated by trusts from assets located outside of Panama are exempt from all taxes.

Benefits

A Panama Trust provides the following benefits:

• Totally Foreign: Foreigners can set up trusts with foreign beneficiaries and assets in other countries.

• Confidential: The law penalizes anyone associated with a trust who discloses confidential information without a court order or authority punished by 6 months imprisonment.

• Privacy: Since Panama trusts are not registered with the government, the identity of the settlor, beneficiaries, and assets are never included in the public records.

• No Taxation: Income produced from Assets owned by a Panama Trust outside of Panama is not taxed in Panama.

• Estate Planning: Panama Trusts can have perpetual life for generations of heirs to enjoy.

• Asset Protection: All assets owned by a Panama Trust are protected from the settlor’s and beneficiaries’ creditors.

• Fast Formation: A Panama Trust can be formed in 1 – 2 weeks.

• English Docs: While Panama is a Spanish speaking country, all trust documents can be prepared in English.

Panama Trust Name

Every Panama Trust must include the word “Trust” at the end of its name so everyone knows what type of legal entity that are dealing with.

Trust documents and names can all be written in English.

Registration & Establishment
Panama Trusts do not have to register with the Panamanian government. The only exception is when a Panama Trust acquires Panama Real Estate.

As soon as the Trust deed is written and signed by the Settlor, the Trust becomes valid.

The Trust Deed
The Settlor of a Panama Trust can have great discretion in terms of how the Trust is created, its purposes, the types of assets it holds, the powers of the Trustee, rights and limits of the Beneficiaries, the appointment of a Protector (and what powers he or she is to have), and the life span of the Trust.

According to Law 1, Panama Trusts can be created to fulfill any lawful purpose. This means that besides a typical trust established for specific beneficiaries, a purpose trust can be created with no beneficiaries and a specific event or purpose which must occur.

The basic Panama Trust Deed provisions include:

• Appointment of the Settlor, Trustee, and Beneficiaries (unless its a Purpose Trust) and appointing deputy trustees and beneficiaries as an option;

• Description of the assets to be held by the Trust;

• Declaration by the Settlor creating the Trust and if it will be irrevocable or revocable;

• The duration of the Trust as either perpetual or specific years which may be revoked or terminated earlier than the stated expiration date if so stated;

• The powers, duties, and rights of the Trustee with any restrictions or limitations;

• How the Trustee manages, administers, and distributes the Trust’s assets and its income;

• Appointment of the Registered Agent (who must be a Panama Attorney at Law or law firm);

• The registered address for the Trust; and

• A Declaration that the Trust meets Panama laws.

The Trust deed is tantamount to a legal contract between the Settlor and the Trustee signed by both of them in front of a notary public.

Settlors
Settlors can be citizens of any country and reside anywhere. The Settlor may be a natural person or a legal entity. (The person who authorizes the set-up of a Trust is known as the “Settlor”).

Beneficiaries
Beneficiaries are persons who are designed to benefit financially from the set up of a Trust. Like the Settlor, Beneficiaries do not have to reside in, or be citizens of, Panama. They can reside anywhere. Beneficiaries may be natural persons or legal entities. (“Beneficiaries” are persons who are designed ultimately to benefit from the set up of a trust).

Trustees
Even though the Trustees of a Panama trust do not have to be citizens of, or reside in, Panama, their actions come under government scrutiny. (A Trustee is a Person or Company to whom management of a Trust and its assets are delegated)

In Panama Trustees are regulated by Panama’s National Banking Commission which includes Companies/Firms providing Trustee services. While the Banking Commission does not have the authority to investigate the terms and conditions of a trust, they are empowered to investigate all complaints made by Beneficiaries.

Trustees can be individuals or legal entities.

Protectors
A Protector is a person (or Company) whose consent may be required before a Trustee can do certain things (eg change Beneficiaries, buy assets, sell assets, incur debts, make payments etc). Whilst not compulsorily required in Panama, the appointment of a Protector in the Trust Deed is an option.

Perpetuity
The Rule against Perpetuity which prevents perpetual trust lifespans was not adopted in Panama. Trusts can last forever in Panama.

Confidentiality
Confidentiality is guaranteed by Article 37 of Law 1 for the protection of Trust information. Violation of this confidentiality by the Trustee or anyone involved with the execution of the Trust entails a crime punishable with six months’ imprisonment and a fine up to $50,000 USD.

Asset Protection
Law 1 provides that the Trust’s assets constitute a separate estate from the Trustee’s assets. Therefore, the assets held by a Panama trust cannot be seized, attached, or subject to any liens resulting from the debts or obligations of the Trustee. Only the Trust’s liabilities could affect the assets.

There are no restrictions of the types of properties or their locations around the world from becoming assets of a Panama Trust.

A Panama Trust will not become void or voidable if the Settlor becomes bankrupt or insolvent. The only exception occurs when a creditor proves to a Panama court that the Settlor intended to defraud his or her creditors when the trust was created.

Taxes
Law 1 provides that Panama Trusts are exempt from all Panama taxes as long as these conditions are met:

• Assets and properties must be located outside of Panama;

• Trust funds are not derived from Panama sources or subject to Panama taxes;

• Corporate shares and all securities issued by corporations are not located in Panama. (Foreign corporation shares or securities deposited in Panama are, however, exempt);

• Panama bank savings accounts and time deposits are exempt.

Distributions of trust income and assets to foreign beneficiaries by a Panama Trust are not taxed in Panama.

Law 1 states that upon termination of a Panama Trust all distributions will be tax free.

If a Panama Trust earns taxable income in Panama, the tax is imposed on the Trust and not the Trustee.

Money Laundering
As a result of international regulatory agencies and watchdog organizations, Panama enacted two laws regarding money laundering in 2000. Every financial institution in Panama comes under the supervision of the Banking Superintendency government agency which includes Trusts.

Public Records
Since Panama Trusts do not have to be registered with the government, no public records exist regarding a Panama Trust.

OCI Panama Trust Packages

At OCI we believe in giving you more for your money than would the average Trust formation service. Hence included in the registration package for your Panama Trust is the following…

Services:

• Unlimited name availability inquiries

• Advice from an experienced International Corporate Lawyer on how to structure your Trust

• Preparation (overseen by a lawyer) of application to register the Trust

• Preparation (overseen by a lawyer) of the Trust Deed

• Attending to filing the Trust registration request with the registry

• Attending to payment of government filing fees

• One year’s Registered Trustee’s service in the country of registration

• One year’s Registered Office service in the country of registration

• Mailing address in the country of registration

• Delivery of registration pack by international courier (ie DHL/Fedex/TNT etc) • Unlimited free legal consultations for 12 months

Documents included in your Incorp pack:

• Certificate of Registration

• A sealed/stamped copy of the filed registration application

• Resolution by Trustee accepting appointment

• Resolution to open a bank account

• Resolution to appoint a lawyer for the Trust

• Resolution to appoint an accountant for the Trust

• Sample/template letter of wishes

• Resolution appointing you as the Trust’s authorised representative in commercial negotiations

• Resolution appointing you as Investment adviser to the Trustee

• Agreement authorising you to represent the company in commercial negotiations

• Agreement appointing you as Investment adviser to the Trustee

Price (all inclusive): $US3,500

From 2nd year $US2,500

Would you like to know more? Then please Contact Us:

www.offshoreincorporate.com

info@offshorecompaniesinternational.com

Monthly Archives: August 2021

How To Set up Token Launch Company in Mauritius

The Panama PIF20 Private Investment Fund: FAQs – Answered

Panama Private Funds

PANAMA TRUSTS FEATURES & BENEFITS

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