VZCZCXYZ0018
RR RUEHWEB

DE RUEHZP #1820/01 2581733
ZNR UUUUU ZZH
R 151733Z SEP 06
FM AMEMBASSY PANAMA
TO RUEHC/SECSTATE WASHDC 8963
INFO RUCNSTF/TERRORISM FINANCE PRE NOTIFICATION COLLECTIVE
RUEHZA/WHA CENTRAL AMERICAN COLLECTIVE
RUEAIIA/CIA WASHDC
RHEFDIA/DIA WASHDC
RUEATRS/DEPT OF TREASURY WASH DC

UNCLAS PANAMA 001820 
 
SIPDIS 
 
SIPDIS 
 
E.O. 12958: N/A 
TAGS: ECON EFIN EINV ETRK KCRM PTER PM
SUBJECT: BENEFICIARIES OF PANAMA'S OFF SHORE CORPORATION 
INDUSTRY 
 
REF: A. PANAMA 1793 
     ¶B. PANAMA 1586 
     ¶C. PANAMA 610 
     ¶D. 2005PANAMA2292 
     ¶E. 2005PANAMA1976 
     ¶F. 2005PANAMA848 
     ¶G. PANAMA 1187 
     ¶H. STATE 231006 
     ¶I. PANAMA 202 
     ¶J. PANAMA 280 
 
This is Part II of a two part series on Panama's 
off-shore corporation scheme.  Part I (Ref A) described 
the incorporation process.  Part II discusses who 
benefits and how. 
 
¶1. (SBU) SUMMARY.  Panama is the second most popular 
jurisdiction for forming offshore corporations 
(sociedad anonimas or anonymous societies) after Hong 
Kong.  Offshore corporations can be used for asset 
protection, diversification, tax and currency control 
evasion, money laundering and terrorist financing. 
The establishment and maintenance of offshore 
corporations generate significant revenue to the 
legal industry and the GOP.  Panama's corporation 
law is modeled on Delaware and presents the same 
challenges to determining the ultimate beneficiaries 
of the anonymous society.  END SUMMARY 
 
------------------------------ 
WHO USES OFFSHORE CORPORATIONS 
------------------------------ 
 
¶2. (U) Many wealthy individuals establish offshore 
corporations to avoid taxes, diversify their holdings 
avoid potential government confiscation in times of 
political uncertainty (e.g., Venezuela), evade 
currency controls (e.g., Colombia) and/or asset 
protection (e.g., anyone going through a divorce). 
Money management for wealthy individuals or private 
client services is a lucrative business for banks, 
generating profit margins of 50%. As of 2006, assets 
under management for wealthy individuals worldwide 
was approximately $36 trillion.  Citibank is the 
industry's largest private client banker with 
over $100 billion under management for wealthy 
individuals. 
 
¶3. (U) In virtually all brochures offering 
private client banking services, confidentiality 
is a significant selling point.  Two prominent 
Panamanian attorneys told EconOff that law firms 
are typically requested by banks outside of Panama 
to establish Panamanian corporations.  Since the 
request originates from a bank, the law firms view 
the bank as the client and do no further 
investigation, especially when the requesting bank 
is a large, well-known, international institution. 
 
--------------------------------- 
WHO MISUSES OFFSHORE CORPORATIONS 
--------------------------------- 
 
¶4.  (U)  The structures and procedures established 
to hide assets and income for tax evasion, 
risk diversification, political uncertainty, or 
other reasons are ideal for the laundering of 
proceeds from illegal activity.  Two significant 
examples of Panama's attraction for money laundering 
are the cases of former Nicaraguan President Arnaldo 
Aleman (Refs B through F) and Colombian Rayo Montanyo 
(Ref G). 
 
¶5. (SBU)  Panama's structures and procedures can 
potentially be used for terrorist financing. 
Post's attempts to investigate the Panamanian 
activities of Ahmed Idris Nasreddin (Refs H through 
J) ended with the law firms that established his 
Panamanian corporations.  Nasreddin's off-shore 
corporations were set up by a Panamanian law firm 
at the request of a European law firm.  Both firms 
denied any knowledge of the company's directors or 
shareholders. 
 
--------------------------- 
"FIRST, KILL ALL THE LAWYERS" 
--------------------------- 
 
¶6. (U) Approximately 39,000 corporations were formed 
in Panama during 2005.  With a price range of $500 to 
$2000, a minimum of $19.5 million in fees went to 
the Panamanian legal industry.  Additional 
fees ranging from a few hundred to several thousand 
dollars are earned from drafting ancillary documents 
such as voting trusts, shareholder agreements, and asset 
protection trusts. Many law firms serve as the resident 
agent and/or supply nominee directors for annual fees 
between $150 - $300.  If only 150,000 of the approximately 
350,000 Panamanian corporations pay for resident agent 
services, the minimum annual revenue comes to $22.5 
million. 
 
¶7.  (U) The GOP Attorney General's office told 
EconOff that resident agents and subscribers are 
usually protected from criminal or civil liability 
arising from the operations of a corporation provided 
they limit their conduct to forming the corporation 
and certain administrative functions, such as paying 
the annual franchise fees.  The attorneys with whom 
Emboff spoke, said disreputable law firms will use 
clerical and support staff to serve as nominee 
directors and officers. 
 
¶8. (U) Panama undertook a number of reforms in 2001 
to remove its FATF and other black listing. 
Although originally part of the reform package, 
the elimination of bearer certificates and the 
prohibition against lawyers serving as directors of 
a corporation were dropped in the face of 
opposition by the Panamanian legal community and 
the International Lawyer's Association. 
 
----------------- 
THE PUBLIC TROUGH 
----------------- 
 
¶9. (U) Panamanian corporations pay an annual 
corporate franchise fee of $250 for the first 
year and $300 thereafter. During 2005, the Public 
Registry received $30 million in incorporation 
and annual franchise fees, of which the GOP received 
approximately $17.5 million or 0.5% of its total 
2005 budget of $3.426 billion. 
 
--------------------------------------------- ------ 
ULTIMATELY, PANAMA'S CORPORATION LAW DIFFERS LITTLE 
FROM THE U.S. 
--------------------------------------------- ------ 
 
¶10. (U) According to local attorneys, the creation 
of a Panamanian corporation is governed by the 
Panamanian General Corporation Law of 1927 and 
modeled after Delaware's corporation law. The 
creation and governance of a Panamanian 
corporation and a U.S. corporation is virtually 
identical.  All state corporation laws provide for 
resident agents, or registered agents, who serve 
as the point of contact between the state and the 
corporation.  Most states, particularly the most 
popular states of incorporation such as Delaware 
and Nevada, have no provisions which mandate the 
disclosure of shareholders. 
 
¶11. (U) Legal contacts in Panama and the U.S. told 
Econoff registered agents in the U.S. many times 
do not have contact with the actual shareholders. 
Their principal contact is usually a law firm or 
a nominee incorporation service.  In Delaware, 
many registered agents advertise that share 
ownership is kept confidential. Delaware does 
not require registered agents to maintain any 
information on shareholders.  Delaware has 
considered laws requiring registered agents to 
maintain certain client information such as the name 
and address of a director, officer or shareholder. 
To date there have been no obligations imposed on 
registered agents in the U.S. "to know their clients." 
 
------- 
COMMENT 
------- 
 
¶12. (SBU) Post's interagency Illicit Finance Task Force 
coordinates the Mission's anti-money laundering 
activities.  While no agency at post has identified 
terrorist finance activity in Panama, it is difficult 
 
to determine what activities a Panamanian registered 
company is undertaking outside of Panama.  Post is 
increasingly focused on the vulnerabilities posed by 
offshore corporations.  We would welcome Washington's 
input regarding the U.S. experience in addressing 
this issue and how we might share useful lessons 
learned with the GOP to reduce Panama's vulnerability 
to money laundering and/or potential terrorist 
financing through offshore corporations. 
ARREAGA