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Panama has always positioned itself as an attractive destination for expatriates, businessmen, retirees and foreign investors. Forty percent of real estate assets in Panama above $140,000 are purchased by foreigners. Despite the pandemic we can see that the Panamanian real estate market is going through a boom of international buyers. Real estate buyers often forget that they will most likely sell the property at some point. Personal circumstances may change, and eventually, you want to sell. The purchase of a property should be well structured from the beginning to avoid headaches and bad surprises in the future: What will be the taxes to be paid when the property is sold? What legal figure is the most convenient to acquire the property? Selling a Panamanian Corporation: Asset Deal vs. Share Deal In the past it was very fashionable to invest and sell real estate in Panama by buying and transferring the shares of a corporation, thus maintaining the cadastral value low, so as not to increase it each time it passed from hand to hand (buyer/seller). When the Panamanian government discovered that this was a normal practice, it decided to regulate this type of transactions: Which means in order to transfer a property, the seller must pay approximately five percent (5%) in taxes and the same applies if you sell the shares of a corporation. Five percent (5%) taxes of the value of that share deal must be paid to the tax office. The only advantage of paying that tax for selling the shares, is that the cadastral value will not increase every time the property is sold over and over again, and therefor maintain annual property taxes low. In fact, selling a corporation represents in simple words, selling the shares with all the corporation’s assets included, changing the board of directors, changing the resident agent and paying the taxes to the DGI (tax office) through form 108. The only thing that cannot be modified in this method of purchase and sale are the subscribers, but that does not affect the interests of the new owner... since with the formal resignation of the subscribers, they will not have any right to claim in the future. But, How Do You Sell a Private Interest Foundation in Panama? If foundations are not made as instruments to negotiate, neither to carry out business activities in Panama, since they are made for estate planning and as a living will, then how do you sell them? The answer can be found in an article that modifies the Foundation Law of Panama (already created several years ago by the way), in fact within a Law that is not related to the subject of foundations. Based on this legal footing you can sell all the rights of your foundation, including all its assets, by means of a private and notarized contract, and by making all necessary changes within the foundation (foundation council, resident agent, by-laws, and even the name if you like). Of course, the technical - practical legal details of the whole transaction are too complicated and complex to explain in a blog without boring the reader with technical and legal terms, but in conclusion,… you can sell your foundation. And if the foundation owns a property, well, you do not have to pay transfer taxes to the tax office because what you are selling is not the property itself, it is the foundation with its rights and obligations.

When investing in a real estate in Panama, it is necessary to consider several factors and numbers in order to analyze if the purchase you want to make is profitable. This is why it is important to foreign investors to understand how the tax system works in Panama and what types of taxes must be paid when investing in real estate. There are three types of property taxes in Panama, which I will explain in detail below. First of all, Panama does not have what is known in Germany as “Grunderwerbsteuer" (real estate purchase tax). That is to say, the fiscal code in Panama does not contain a tax that must be paid for the acquisition of a plot or lot of land. When buying a property it is the seller who must pay the transfer taxes. Nevertheless it is customary that the buyer pays the registration fees of the Public Registry and the notary fees. What transfer taxes must be paid when selling a property? At the time of selling a property, the Panamanian government charges the seller the following taxes: 2% transfer tax calculated based on the cadastral (registered) value "or" the capital gains value (calculated by the system) "or" the selling price. The highest of these values is the one the government chooses as the calculation basis for charging the tax. And then 3% on the cadastral (registered) value "or" the selling price (whichever is higher) as capital gains tax. There are properties that pay annual taxes, others do not, some have exonerations, what does all this mean? In the past all properties whose value exceeded $30,000 were obligated to pay a progressive percentage of taxes on the cadastral value of the property (annually). However, there were different options to request an exoneration on these annual taxes for a maximum period of 20 years. This no longer exists today. But still the tax office respects the exemptions already granted, and for this reason you will see different offers in the real estate market with valid exemptions. Currently there is a new law where properties whose value is less than $120,000 do not pay taxes in Panama, as long as it is your primary residence. For properties with a cadastral value of $120,001 up to $250,000 the annual property tax rate is only 0.5%. Properties from $250,001 and above pay a rate of 0.7% (seven tenths of 1 percent). Now, if we are talking about horizontal property, that is to say, I have an apartment, what taxes do I pay? First of all, there are fixed expenses for the apartment that are calculated based on the registered square meters of construction, and from this measure the monthly maintenance fees that must be paid to the building’s administration is calculated. The maintenance fees must be paid on a monthly basis (you can also pay in advance if you wish) and never stop. The last reform of the law in 2020, made it very clear that for no reason it will be possible to stop paying the common maintenance fees since with these expenses the building exists and is maintained, that is to say as if it were a child's alimony. There is also a real estate tax that is divided in two, i.e. the tax on the apartment and then on the coefficient of participation of the land on which the building was constructed. It is important to mention that the payment of the (annual) property taxes is not included in the payment of the monthly maintenance fees. It is the responsibility of each co-owner to comply and pay their tax obligations for their apartment with the Panama tax office. What is a NIT? In order to have this information of how much you owe and if you are up to date in your tax obligations, it is advisable to process a user and password (called NIT) to have direct access to the electronic platform of the Panamanian tax office called "e-tax". This way you can check your current account statement, pay the corresponding taxes by credit card and even request a certificate of good standing, all of this can be done online. The NIT is also mandatory when selling your property in order to process the payment of transfer taxes and to obtain the documents requested by the notary for the closing of the sale. What if I sell the shares of my company ("share deal") instead of the title of my property ("asset deal")? Years ago the Panamanian government has regulated the sale of corporate shares in order to avoid the evasion of the transfer tax when selling a property. Now there is also a tax that must be paid if you have a corporation and this corporation owns a property and you sell the shares of your corporation (as a package). As the owner of the shares the seller pays a tax of 5% of the sales value, but the payment must be made on his behalf, by the buyer and both will have the legal responsibility before the Panamanian tax office. In the past the sale of corporate shares was a very popular strategy used to optimize the transfer taxes when selling a property, however each case is unique and individual and requires prior analysis by the lawyer. We will talk about this topic in the next blog, stay tuned!

Moving to Panama Do you want to move to Panama and want to take your household goods with you? The good news, domestic goods can be imported duty-free. But first of all, what are household goods, according to the Panama Customs authorities? The term household goods can refer to the bed, the washing machine, the dryer, the dishes, the dining room table, the sofa, overall the furniture and accessories of the home. The goods must be used and be seen used. Construction equipment, commercial tools/equipment, motorcycles, trailers, new items, and other non-domestic goods will be taxed. What documents do I need? For the process of importing your household goods, you need your passport, your Panama migration ID card (carné de migración), a copy of the Bill of Lading, and a packing list. This means a detailed list of the articles of domestic or personal use that you wish to introduce to the country (in English or Spanish) must be presented prior to the date of arrival of the shipment. Additionally, invoices for newly purchased household goods or non-domestic goods are required, if applicable. What is the procedure to import my household goods to Panama? Importing your household goods to Panama can be a headache for many, but it can be done efficiently, as long as you choose a reliable and experienced international moving company and a reputable customs broker. In general, the process takes between 5 and 10 working days in order to liquidate the household goods. Additional charges may apply for equipment holds, container usage (depending on the shipping company), or deposit and storage at the customs authority's facilities depending on the duration for customs clearance. When the container with your goods arrives in Panama, you must be in the country. All shipments will be personally inspected at the port of entry. We suggest that you pay for the revision in residence due to the congestion of shipments in the fiscal precinct. This in-residence inspection has an additional cost. All shipments entering Panama by sea, land, or air are fumigated at the port and/or airport of entry. Fumigation is a pest control treatment. This procedure may cause a delay in the delivery of the shipment. How much do I have to pay? The final cost of importing your household goods depends on what is in the container (household goods, tools, machinery, valuables, etc.). Non-domestic goods will usually be taxed at about 20% of the resale value. Get different offers from moving companies and compare prices and services included. Some have paid much more than they were originally quoted, due to unexpected additional fees. Get a price with door-to-door delivery and make sure there are no extra charges. Should I bring my car to Panama? According to our professional experience, it is generally not cheaper to bring your car to Panama. The process of customs clearance and vehicle registration in Panama is long, and there are likely to be delayed. The import taxes on your car are approximately 27 to 30 percent of the CIF value. In fact, you will probably be able to buy a car in Panama at a lower price and with less hassle. Are there any goods that cannot be imported? There are some items that can only be imported if they are in limited quantities, have the appropriate additional documentation and the shipper has paid all required duties and taxes. Among them are food, alcoholic beverages, jewelry and coins (gold bullions), leather goods and living plants (it is not advisable to include plants in any shipment). There are also prohibited items like ammunition, firearms, drugs, and narcotics. All shipments of household goods that bring in wood furniture or any other wood items are subject to a Quarantine Import Permit that must be applied for before the shipment reaches Panama. Restrictions also apply to the use of wooden packing materials such as barrels, crates, lift-vans, and pallets. The wood must be treated and sealed. Any wood packaging that is not properly marked may cause extra charges and delays. Plan B Instead of shipping your complete household, you can also consider sending only some boxes with certain items that are important to you. You can even check the possibility of bringing extra luggage on the plane. Keep in mind that many rentals and properties for sale in Panama come fully furnished. So before making a decision, find out what is available in Panama and what the costs are. This will help you decide what to bring with you and what to buy new in Panama.

Law No.99 of 11th October 2019 provides exemptions of penalties, interest or fines generated for non-payment of annual franchise tax to the government. Natural or juridical persons (companies/foundations) have until 28th February 2020 to settle taxes without paying said penalties, interest or fines. Take advantage of this and bring your companies into goodstanding with the Panamanian government. I can assist you to apply for said exemptions at DGI. Contact me at julisajaramillo.abogada@gmail.com or by text mesage to whatsapp (+507) 6738-6253.

On March 14th, 2018, in a matter of minutes, the public announcement regarding the closing down of the law firm, which played a leading role in the well-known "Panama Papers", is being published worldwide. The law firm Mossack Fonseca & Co., Bufete MF & Co. or Grupo Mossack & Fonseca has closed its activities on the 30th of April, 2018, in all of its branch offices around the world, including its head quarter in Panama City. In Panama, the "offshore" incorporation and financial business sector is an important pillar for the national economy, and sustains almost 50% of the service sector. What are the consequences for the affected clients? Change of Resident Agent According to Article No. 2 of Law No. 32 of February 26th, 1927 all corporate bodies in Panama must have, mandatorily, a registered agent or resident agent in Panama; which can be a law firm or a practicing lawyer that represents the corporate body in Panama. If the corporation is left without resident agent (due to the resignation thereof), it will only have a period of 90 days to appoint and register a new resident agent in the Mercantile Section of the Public Registry of Panama. Otherwise, the Panamanian government will proceed to fine the affected corporation and will inactivate its status through official order. Inactive Corporations In September 2017, by means of the Resolution No. 201-5612, the process for the inactivation of corporations due to arrearage in payment of the mandatory annual franchise tax for more than three (3) consecutive years has been approved. In the past, after ten (10) years of not paying the annual franchise tax, the affected corporations were dissolved by official order. With the change of this legal base, thousands of corporations in Panama are currently "inactivated" by the tax collector office (DGI for its acronym in Spanish), which also affects their status in the Mercantile Section of the Public Registry, often without knowledge of the owners (foreign shareholders) of said corporations. For the reactivation of an inactivated corporation, a fine of one thousand US Dollars (USD$1,000.00) must be paid to the competent authority (additionally to the payment of the pending franchise tax plus interests), and the reinstatement of the corporation must be requested formally at the Panamanian tax collector office. Later on, the tax collector office must inform the Public Registry of the re-activation of the corporation, which will then reset the original status. Illegal Use of "Offshore" Corporations The incorporation of an "offshore" corporation does not constitute an illegality in itself, since the crime depends on the purposes for which it was created. Such as defrauding the treasury, money laundry, drug trafficking or other criminal intentions being the leading objective of the "offshore" corporation, where the main characters involved prefer to hide in the shadows. Although an "offshore" corporation offers greater autonomy to manage a business, it does not grant the right to commit crimes. It is for that reason that the Panamanian government has established certain transparency laws, binding for financial and non-financial individuals, including lawyers and accountants, obligating these professionals to report any suspicious activity or any potential tax evasion to the competent authority. Transparency in Legal Proceedings It is for that reason, that each case must be considered individually, in order to assure that the objective of the "offshore" corporation complies with the established rules and regulations in order to guarantee its ethical and legal operation at all time. The creation of an "offshore" corporate body may help to reduce its tax burden in a meaningful manner. But this does not mean that the tax laws in the country of origin may be or can be fully avoided. Trying to hide money from the tax system in the country of origin is deemed as an unlawful use of an "offshore" corporation. Elimination of the "Offshore" Type Corporation Through Resolution No. 201-1254 issued by the tax collector office of Panama (DGI) and published in the Official Gazette on the 9th of March 2018, the categorization of corporations has been restructured. From now on Panamanian corporations will be categorized by the fact that their income derivates from a Panamanian source, or not, with the purpose of establishing their tax obligations in Panama and abroad. Corporations that derivate their income from a Panamanian source (as low as its percentage may be), will be determined as "type A", and are obligated to file an annual income tax return (ISR for its acronym in Spanish) or an Income Affidavit with the Panamanian tax office. Those corporations that are only incorporated for the purpose of ownership of a certain asset or real estate property ("holding"), that do not conduct any business, nor derivate any income from a Panamanian source, or if their income is derived 100% from a foreign source ("offshore"), are considered "type B", and therefore, are not obligated to file an annual income tax return with the Panamanian authorities nor declare their income, since these corporations are currently tax-exempted. The "E-tax" System and Income Tax Return in Panama It is important to mention that those corporations that did not declare the origin of their income at the time of their registration, must do it now, by updating their information in the "e-tax" system, in order to avoid that the tax collector office in Panama will fine them for not submitting the annual income tax return on time. Gomez Tomiczek International Group

What are the current annual taxes for a Private Interest Foundation? Thanks.