Corporate Law

Corporate law is one of the main areas of practice of Sucre, Briceño & Co., and our lawyers are constantly updating their knowledge in order to provide our clients with the best possible service, offering:

Panama:

Corporations

SUBRICO provides legal counseling on different matters pertaining to Panamanian corporations, including the drafting of articles of incorporation and by-laws, resolutions, mergers, acquisitions, dissolutions, liquidations, bankruptcy, among others.

The firm is able to offer clients corporations in the best-known offshore jurisdictions: Panama, British Virgin Islands (BVI), Costa Rica, Uruguay and Anguilla; and also other corporate entities in non-traditional jurisdictions in order to achieve a specific finance structure.

Upon organizing a corporation, SUBRICO’s clients may choose between shelf corporations (which have already been incorporated by our offices) or new tailor made corporations (which are prepared in accordance with the client’s specific requirements).

Private Interest Foundation

Private Interest Foundations are instruments whereby one or more natural or juridical persons on their own account or through a third party, known as Founder, constitute an estate exclusively destined for the purposes established in the foundation deed, and whose Beneficiary could be also the Founder him/herself.
The most frequent uses given to Private Interest Foundations are as follows:

Sucre, Briceño & Co. lawyers team is able to counsel over a Private Interest Foundation incorporation, helping you to structure it in your best interest, creating the necessaries mechanisms to reach your goals.

Limited Liability Companies:

A Limited Liability Company or LLC is a civil or commercial company in which the shares are divided in social quotas that can be of different or equal value, which are represented by titles and in which the responsibility of the partners is limited to the capital contributed by each one, exclusively.

The LLC can be dedicated to any allowed, civil or commercial activity, and could be constituted by two or more people and these could as well be their administrators. The number of partners cannot be smaller of two and they will be due to stick to the memorandum of incorporation. All the partners will have right to vote in the deliberations; will participate in the gains and the losses of the company, in proportion to the value of their participation in the capital shares. Also, the deduction of the income taxes will fall on the person of the partners, in proportion to its social participation.

The LLC will be able to adopt statutes, which could be registered or not in the Public Registry, according to what the company decides to. The Social Organs of the LLC are the Assembly of Partners and the Administrators. The capital shares will have to be integrated by the contributions of the partners in money, goods or services and will be represented in participation or quotas. These capital shares could be increased or be reduced by means of reforms to the memorandum of association. Nevertheless, the reduction of the capital shares will not be able to be made if with this reduction, the resulting assets of the company are inferior to its liabilities.

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The British Virgin Islands:

The British Virgin Islands (BVI by its abbreviations in English) are composed by 40 islands located 60 miles to the east of Puerto Rico. . The Tortola Island is the largest one and it lodges the capital city named Road Town.

These islands are overseas territories of the United Kingdom with enough autonomy for being auto governed. The Governor enjoys direct responsibility for the foreign relations, defense and internal security of the island; for the public services and for the administration of the courts.

English is the official language of the BVI and its population is of approximately 23.098 inhabitants who are mainly engaged in tourism activities.  Ship registration is another income source, but the international financial center is the core of its importance.  The US Dollar is the legal tender of BVI.

Advantages to incorporate a company in BVI

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Anguilla:

The corporative legislation of Anguilla was modernized in the year 2000 with the intention to provide the investor an appropriate and flexible structure for its businesses. Nowadays, the target of the government of Anguilla is to assure high standards in the creation of these companies, aimed to attract top investors and maintain the reputation of this jurisdiction.

Anguilla offers several types of companies and partnerships, such as:

To incorporate these companies and/or partnerships, the modern electronic system ACORN is used, that was developed with financial attendance of the government of the United Kingdom, which facilitates an expeditious incorporation of the companies in this jurisdiction.

Advantages when incorporating a company in Anguilla

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Costa Rica:

Costa Rica is a country located in Central America whose official language is the Spanish, it has  one of the most consolidated democracies of America and has maintained a good political stability, in spite of the economic and social difficulties of the last two decades. 

Costa Rica, whose currency of legal course is the Costa Rican Colon, has undergone a strong evolution in its economy, been a country eminently agriculturist it has evolution to an economy of services. The tourism is the industry that most positively contributes to the Internal Product of the country. Taking advantage of its Pacific atmosphere, the high educative level of its political suitable inhabitants and of attraction of companies, the country began in the middle of the 90 in the production of materials and technological products and micro technology. Consequently, the country has counted with an additional source of income. Therefore, Costa Rica is one of the countries mostly preferred by many multinationals to locate its main offices of services within the region.

For the constitution of corporation under the protection of the Costa Rican laws, will be due to fulfill the following requirements:

The incorporation of a Costa Rican Corporation is carried out by means of a Public Deed before a Notary Public and it is completed with its registry in the National Public Registry.

Advantages when incorporating a society in Costa Rica:

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Uruguay:

Eastern Republic of Uruguay is a country located in the southeastern part of South America, which official language is Spanish and its currency is the Uruguayan Peso. According to Transparency International, Uruguay is the least corrupt country in Latin America (along with Chile), with its political and labor conditions being among the freest on the continent; is the third country in South America and the ninth of Latin America with the higher PIB per capita. Uruguay has a very stable economy and has a solid reputation among its investors.

The Uruguayan corporations’ capital is represented by stocks, which can be emitted to the carrier or nominatively, and in which the responsibility of the shareholders is limited to the amount of the capital that these have integrated or that have been committed to integrate. 

For the constitution of these companies there is not a minimum amount of capital required. The highest authority of these corportaions is the Shareholders’ Assembly and the administration of the same is in charge of an Administrator or of a Directory who can be integrated by one or more people, designated by the Shareholders’ Assembly.

SUCRE, BRICEÑO & CO. is available and capable to provide you the appropriate and efficient advice in case that you may require to carry out the incorporation of a corporation in the above stated jurisdictions.