Sunday, June 28, 2009

Letter criticizes bearer instruments in Panama, not in Wyoming or UK

Reporter Rafael Berrocal writes about the letter sent to the American Chamber of Commerce and the U.S.-Panama Business Council by the current U.S. Ambassador Barbara Stephenson (Anonymity in Corporations is Criticized, La Prensa 1832992.asp). According to the report, the Ambassador wrote that bearer shares ensure anonymity of the owners of a Panama corporation. “The damage to the reputation for lack of transparency is higher than the speculative damage of maintaining a public practice”, when justifying the pressure by US Democrats on Panama to shut down its financial center and sign a tax information exchange agreement. She said that the US also faced this problem when prohibiting bearer shares.

Panama has a Mutual Legal Assistance Treaty for Criminal Matters which allows US authorities to demand cooperation from Panama judicial authorities in criminal cases (even if Panama authorities complain that US assistance to Panama requests is close to null). This includes requesting Panama authorities to demand from Panama lawyers to provide client records despite attorney-client privilege rules. However, this has proven to be insufficient for competitors of the Panama financial center. Doubts are prevalent among local practitioners that ending Panama bearer shares will even take the country out of the OECD gray list, where British Virgin Islands (BVI) and Bahamas are still listed after discouraging or eliminating bearer shares.

Bearer shares have proven to be like a gun with no bullets: banks do not open accounts for them, lenders demand that those bearer shares be pledged before disbursement and an “anonymous” shareholders loses his anonymity when he tries to enforce his rights in a Panama court (a “John Doe” shareholder cannot sue).

The bright side of the letter is that it shows the willingness of foreign diplomats to tackle issues which were considered meddling into another country's affairs. We just hope the same effort is displayed when tackling CORRUPTION by Panama judges used against US investors.

Those that still want bearer instruments can find them in the heart of the countries which criticize them: the Wyoming bearer scripts and the England LLC bearer shares.

Even though bearer shares are null in Wyoming after October 1, 2007, shares do not need to be issued and the Wyoming Business Corporation Act provides:

17-16-604.� Fractional shares.

(a)� A corporation may:

(i)� Issue fractions of a share or pay in money the value of fractions of a share;

(ii)� Arrange for disposition of fractional shares by the shareholders; or

(iii)� Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b)� Each certificate representing scrip shall be conspicuously labeled "scrip" and shall contain the information required by W.S. 17-16-625(b).

(c)� The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation.� The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d)� The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(i)� That the scrip will become void if not exchanged for full shares before a specified date; and

(ii)� That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

This is similar to the blank transfer of suscription rights document, which Panama corporation founders sign in blank form to clients purchasing bearer shares.

Several Wyoming and UK incorporators advertise:

Wyoming Corporations
Why Use Wyoming Corporations?
There are many reasons why a Wyoming Corporation can be useful. The following is a list of some of these reasons.

Wyoming is a tax-free state, there is:
No corporate tax
No franchise tax
No inventory tax
No stock tax
No inventory tax
No personal income tax
No estate tax
No inheritance tax
No gift tax

Wyoming Does Not Share Information:
Wyoming is one of two states in the Union that do not voluntarily share information with the IRS or with any other state.

Wyoming Allows Bearer Shares:
It is one of two states that allows for bearer shares. Whoever holds bearer shares owns them. The stock does not need to be registered in anyone's name. In fact, in Wyoming it is not necessary to issue stock.

The names of owners or stockholders of Wyoming corporations are not a matter of public record. Only the officer’s names are made public. However, with creative planning you can remove your name as an officer or director. See Nominee Officer Services

Wyoming Allows Bearer Script:
A client can hold Bearer Script which can be redeemed for shares but the client is never required to own stock in the corporation. If asked if they own stock in a corporation, the client could state under oath that they did not.

Wyoming Protects Officers And Directors:
There is no personal liability. Wyoming indemnifies directors and officers from personal liability for act committed on behalf of the corporation or by the corporation.

Wyoming Annual Reports:
In Wyoming, as in Nevada, a corporation is required to list the names and addresses of Officers and director(s) when they file their annual report With the Secretary of State. All of these positions may be held by one person. International Registration Services, LC can provide a nominee to fill all of these positions, ensuring your complete privacy.

Wyoming does not require stockholders to register with the state. Because of this, you can own all the shares in the Corporation, maintain complete control of operations and designate representatives as your officers and directors. Your identity will be kept completely confidential.

Avoid Some Of Your Home State Taxes:
Have your Wyoming Corporation bill you for the services provided. The Wyoming Corporation will generally add some amount to the bill for its service costs and overhead. By doing this, you are able to transfer some of your profits to tax free Wyoming!

Example 1:
Have your supplier provide an invoice to your Wyoming Corporation for the products that you normally purchase. Let's say that the invoice is for $100,000. Your Wyoming corporation will pay the bill and bill your local company $150,000. You have just transferred $50,000 of your profits to tax free Wyoming. Major US corporations have used these tactics for years. Not only within the United States but worldwide.

Protect Your Substantial Assets:
When someone comes snooping around make sure there is no equity in your real estate.

Example 2:
Have the Wyoming Corporation put a lien on major assets such as your home, rental property, or business property.

International Registration Services, LC

WYOMING CORPORATIONS and LLCs have a tax haven within the United States with no income taxation,anonymous ownership and bearer shares. The annual upkeep costs less and you can issue as many shares as you want with no extra filing fee. We can help you set up banking for your Wyoming LLC or Wyoming corporation from your home state. Did you know that Wyoming invented the LLC? Numerous European companies as well as US companies have used the State of Wyoming for their Wyoming LLCs as well as for corporations. If you call we can tell you all of the similarities and differences between a Wyoming LLC and Nevada LLC. Click for details and pricing at $69 plus state filing fee. Please call us for any assistance or ideas.

+ Wyoming protects corporations with the strongest laws and protects your privacy.
+ Wyoming requires only one person to form a corporation. You have total control.
+ Wyoming has close corporations with less rules and paperwork for small family run companies.
+ Wyoming was the first state to offer LLC's. Close LLC's are available. Perfect for a family LLC
+ Wyoming allows Bearer Shares, Nominee Officers and Lifetime Proxies. These can make you invisible.
+ Wyoming allows corporations to be transferred in from other states and still retain original incorporation date.

Wyoming EZ Corp

A Side by Side Comparison of Wyoming and Nevada and Delaware





No state corporate income tax

No tax on corporate shares

No franchise tax

Minimal annual fees

One-person corporation is allowed

Stockholders are not revealed to the State

No annual report is required until the anniversary of the incorporation date

Unlimited stock is allowed, of any par value

Nominee shareholders are allowed

Share certificates are not required

Minimal initial filing fees

No minimum capital requirements

Meetings may be held anywhere

Officers, directors, employees and agents are statutorily indemnified

Continuance procedure (allows Wyoming to adopt a corporation formed in another state)

Doesn't collect corporate income tax information to share with the IRS

Nevada vs Wyoming

Perhaps you’re one of those who have read all the web sites that promote incorporating your business in Nevada. The reasons given usually are:

1. Nevada does not share information with the IRS.

Wyoming Answer: Nevada makes the IRS mad. Wyoming does share information with the IRS, but only the information given by companies with real assets inside the state. So you have the best of both worlds, the IRS is not targeting you because you are in a non friendly state (like they may in Nevada), and yet there is no information that is shared because most businesses do not have real assets inside the state of Wyoming.

Corporations Today, Inc.


British Companies with the Bearer Shares. Bearer Share Basics:

In addition to incorporating an ordinary company limited by shares we can provide formation & management of companies with bearer shares! Bearer shares can be converted into registered shares and vice versa.

Bearer shares are legal instruments denoting company ownership. They are not the same as stock certificates, however. Usually, the legal shareholders of a limited company are those persons whose names appear on the corporation's official shareholders list, or register. These shareholders may or may not be issued a tangible stock certificate which they may possess.

A common stock certificate will bear the name of the shareholder, and how many shares of stock the certificate represents. It will contain other information such as the name of the company, any par value the shares have, and most importantly, whether there are restrictions on the transfer of the shares.

Many UK residents have never heard of bearer shares. The trick behind Bearer Shares, however, is that they must be issued properly by a qualified and knowledgeable corporate director. As long as you do not have them in your possession at the time you are questioned, you can legally and truthfully say under oath, "I am not the owner of that corporation." It's always recommended that people keep their bearer shares.

This way, if your nominee officer is ever questioned about your corporation, he can say the same thing: "Bearer shares were issued, I don't know who owns the company, and I can prove it."

In contrast to ordinary stock certificates, bearer shares do not list the name of a shareholder. Instead, they state that shares of stock in the corporation are owned by the "bearer" of the certificate. Therefore, whoever has physical possession of the certificate can exercise the rights of a shareholder of the company. The advantage of bearer shares is privacy and ease of transfer. A company with only bearer shares has no shareholders list or register.

Therefore it is impossible to know for certain who the shareholders of the company are. Because a transfer of the shares can be made by simply handing them to another person, bearer shares can be transferred more easily than non-bearer shares.

How Bearer Shares are Suppose to Work:

Normally, when you fill out the back of a stock certificate, you must print the name or the company name of who owns that stock. Then you must record in the stock ledger the shareholder, address, date, number of shares, and if it was an original issue or a transfer. Obviously whomever the stock is issued to is the owner of the company. If it is to the bearer, then whoever holds that certificate, at a particular moment, will thereby be considered the owner of the company.


Tax Haven UK - 2 - Bearer Shares

August 2nd, 2007

Alistair Darling has said the UK is not a tax haven. That is not true. It is, using any reasonable definition, including that which I proposed recently. I’ve already suggested one obvious reason why it is, which is the existence of the domicile rule, so let’s take a second example that is less obvious.

This is the fact that the UK allows the issue of bearer shares. This is deliberate. The right survived into section 779 of the Companies Act 2006. As one formation agent who seems to specialise in the more esoteric end of the market has noted, UK companies with bearer shares are ‘our most popular package with UK residents’

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