Business Law

Asesoría legal en derecho empresarial | Motta, Yaafar & Díaz

Business Law

Business law is a broad area of specialization that includes various aspects of how to run a business. It serves to guide the activities of organizations, since their proper functioning depends on compliance with regulations and internal regulations.

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Asesoría Legal en Sociedades Anónimas | Motta, Yaafar DíazCorporations “Sociedad Anonima” were created through Law 32 of February 26, 1927, and they serve as a convenient vehicle for investors worldwide. One of the major advantages of corporations is that shareholders are not personally liable for the company's debts, and their liability is limited to the amount of capital they have contributed to the corporation.

Corporations are composed of shares, which can be issued either in registered or bearer form, as long as they are held by an authorized custodian.

Among the benefits of corporations, we have:

  1. Shareholders can remain private, and there is no requirement to publicly disclose their identity.
  2. Corporate assets are separate from the personal assets of shareholders.
  3. There are no restrictions on the type of investments a corporation can make, and it can hold unlimited assets anywhere in the world.
  4. Anyone, regardless of nationality or residency, can establish a corporation in Panama.
  5. Panama follows a territorial tax system, which means that a corporation that generates income outside Panama is not subject to any tax in Panama and is not required to file income tax returns for foreign-derived income.

Asesoría Legal en Fundaciones de interés privado | Motta, Yaafar DíazPrivate Interest Foundations in Panama were established by Law 25 of June 12, 1995, and have been widely used for wealth protection purposes since their creation.

Private Interest Foundations operate based on two key documents: the "Foundational Charter," which is the public document that creates the foundation, and the "Regulation," a private and confidential document specifying the beneficiaries of the foundation, its assets, and their distribution.

It's important to note that Private Interest Foundations cannot pursue profit-driven goals, but they can engage in non-regular commercial activities, such as holding bank accounts, making investments, responding to debts and obligations, among others.

Benefits of a Private Interest Foundation (PIF):

  1. There is no succession process upon the founder's death.
  2. The foundation's assets cannot be seized due to the actions of the founder or the foundation council.
  3. PIFs have beneficiaries named in the Regulation, not shareholders or partners.
  4. Exenta de todo impuesto, contribución, tasa, gravamen o tributo de cualquier clase o denominación, los actos de constitución, modificación o extinción de la fundación, así como los actos de transferencia, transmisión o gravamen de los bienes de la fundación y la renta proveniente de dichos bienes o cualquier otro acto sobre ellos, siempre que tales bienes constituyan:
    • Assets located abroad.
    • Money deposited by natural or legal persons whose income is not from Panamanian sources or is not taxable in Panama for any reason.
    • Shares or securities of any kind issued by companies whose income is not from Panamanian sources or when their income is not subject to taxation for any reason, even if these shares or securities are deposited in the Republic of Panama.

Asesoría Legal en contratos | Motta, Yaafar DíazMotta, Yaafar & Díaz assists its clients with the review, drafting, and negotiation of all types of contracts, whether they are for personal or business purposes. Contracts are the foundation of commercial relationships, and a well-drafted contract can be the key to success in any transaction. Our team provides relevant information for decision-making, conducting all necessary legal due diligence.

Our Contract Services:

  1. Draft of Personalized Contracts: We draft personalized contracts tailored to the specific needs of your business and transactions.
  2. Existing Contract Review: Our lawyers will thoroughly review any existing contracts to ensure they align with your objectives and protect you from potential risks.
  3. Contract Negotiation: we represent you in contract negotiations to ensure that the terms and conditions are favorable for your business.
  4. Employment Contracts: Advising on the drafting of employment contracts, non-compete agreements, and confidentiality clauses.
  5. Real Estate Contracts: Expertise in lease contracts, property purchase and sale agreements, and real estate development agreement.

Asesoría Legal en Fusiones y Adquisiciones | Motta, Yaafar DíazAt MYD, we offer specialized services in mergers and acquisitions (M&A) for companies seeking to grow, expand, or strategically restructure. Our M&A expert lawyers are here to advise you at every stage of this crucial and complex process.

What do we do?

  1. We help develop an M&A strategy that aligns with your long-term business objectives.
  2. We conduct thorough due diligence to identify and mitigate legal and financial risks before proceeding with the transaction.
  3. We represent your interests in negotiations and prepare the necessary documentation, including purchase and sale agreements, merger contracts, and other key documents.
  4. We ensure that your transaction complies with all relevant regulations and legal requirements.
  5. We work to ensure that the transaction closes efficiently and successfully, protecting your interests at every stage.

Asesoría legal en derecho empresarial | Motta, Yaafar & Díaz

In Panama, the commercial License “Aviso de Operaciones” is regulated by Law No. 5 of January 11, 2007. The “Aviso de Operaciones” is a document issued by the government that authorizes a natural or legal person to carry out commercial or industrial activities in Panamanian territory. 

The “Aviso de Operaciones” is the only process required to commence commercial or industrial activities in the territory of the Republic, and the entity responsible for overseeing this process is the Ministry of Commerce and Industries.

MYD guides its clients through this process and ensures that their business complies with all regulations and legal requirements.

  1. We conduct a comprehensive evaluation of your company and its operations to determine if it is subject to the obligation to submit a “Aviso de Operaciones”
  2. We take care of the complete preparation of the necessary documentation and the submission of the “Aviso de Operaciones” to the relevant authorities.
  3. We provide ongoing monitoring to ensure that your company complies with ongoing legal requirements and makes necessary updates as required.

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