The bearer share immobilization system was introduced in Panama by means of Law 47 of 6th August 2013 and was substantially amended by Law 18 of 23rd April 2015. Luis Quiel of Mossack Fonseca shall review here the most important aspects of the custody system, as modified by the most recent amendments.  :��1.[

The bearer share immobilization system was introduced in Panama by means of Law 47 of 6th August 2013 and was substantially amended by Law 18 of 23rd April 2015. Luis Quiel of Mossack Fonseca shall review here the most important aspects of the custody system, as modified by the most recent amendments.

Entry into Force is Moved Forward

Companies that  were  formed before  4th  May 2015 have  up  to 31st  December  2015 to delete from  their articles  of  incorporation the  possibility of  issuing  bearer shares or  to deposit  the  bearer  share certificates  with  an authorized  custodian.  The latter  would require, either  amending the  articles  of incorporation  to  expressly allow  bearer shares under the custody system, or having such system approved in a board of directors minutes registered at the Public Registry. 

If any company does not formally approve (before 31st December 2015) a decision to allow the immobilization  of  bearer share  certificates,  the bearer  share  certificates that it  has issued shall be null and void by full right.

The deadline  of  31st December 2015  applies only  to companies formed  before  4th May 2015. For bearer shares issued on or after 4th May 2015, the term expired on 4th August 2015.

Legal Consequences of Lack of Action 
Articles of incorporation of companies that envisage the issuance of bearer shares and that have not been amended to provide for immobilization with authorized custodians (save if the decision was adopted through a board resolution duly registered at the Public Registry) will be deemed to have been amended by operation of law as of 1st January 2016. This will cause  two  important consequences  for  such companies:  1)  bearer shares  that  are outstanding shall  be irrevocably  null  and void, and  2)  the company may  not  issue new bearer shares.

Immobilization or Custody System
To  benefit from  the  bearer share  custody  system, certain  requirements  need to  be complied with as follows:

1.  Amendment of the  articles  of incorporation  or registration  of the  decision of  the corporation’s  board of  directors  before 31st  December  2015, so as  to  envisage bearer shares in custody according to the system created by Law 47 of 2013 and Law 18 of 2015. 

2.  Deposit of the bearer share certificates with an authorized custodian. 

3.  The authorized custodian shall require a sworn statement from the shareholder that includes information allowing due identification of the owner of the bearer shares and the corporation’s resident agent, including contact details. 

The law provides for two kinds of authorized custodians: 1) local authorized custodians, and 2) foreign authorized custodians.  The former may  be banks holding a general  license and trust companies authorized  by the Panama  Bank Superintendence (SBP―its  initials in Spanish); brokerage  houses  and securities  clearing  houses authorized  by  the Securities Market Superintendence (SMV―its  initials  in Spanish); and  attorneys  at law certified  as such by the Supreme Court of Justice. 

Banks, trust companies, and financial intermediaries may be foreign authorized custodians if they hold  a  license for  practicing  their activities  as  set  forth in  jurisdictions that  are members of the Financial Action Task Force (FATF) on Money Laundering or are associated members that are registered with the SBP on a special register  that the latter keeps to such end. 

Rights over Certificates in Custody
The  ownership of shares  in  custody may  be  transferred without  need  for the  physical delivery of the certificates,  provided that the  owner advises the custodian  that he/she has made the transfer  and that the acquirer  submits a  sworn statement  to the custodian  that includes the required information (name and identification data, as well as contact data). The law provides, likewise, for an interesting pledge system that allows the creation of such encumbrance  on  bearer shares  in custody,  by  the  owner merely  giving  notice to  the authorized custodian  whereby he/she  advises the  pledging of  the  shares as well  as  the lienholder’s full name, physical address, telephone number, and email address. Lastly, a special  inheritance  disposition system has  been  created for  bearer shares  that allow owners to  dispose mortis  cause of their shares,  without need  for such shares to be the object of a probate process for their transfer upon the grantor’s death

Conclusion
As Luis Quiel of Mossack Fonseca  has outlined,  as of 1st  January 2016, bearer  shares that are not regulated by the custody system in accordance with Law 47 of 2013, as amended by Law 18 of  2015, shall be irrevocably  null and  void by operation  of law. It is important to take provisions in time and to make corporate decisions in accordance with the formalities set by the law. Otherwise, the legal and financial consequences of the annulment of the rights inherent to such bearer shares may be quite costly.

 

One of our clients is a global investment firm. We have been working with them for several years, sourcing placements across specialist roles, particularly within their technology division. Last year they asked us to help them with a series of placements in a country in which we don’t currently operate - Canada. They had been unsuccessful in their search so far, and wanted to leverage the success we’d already had with them here in the UK.

 

We looked at the issues they were facing – not being able to find people of the right calibre or with the right experience within their local area – and set to work on making this a global project. We knew where the sort of talent they were looking for existed in both Europe and America, so we involved two of our European offices as well as two of our North American offices alongside the UK office. We set about finding three types of candidates: those already based in the area that we knew had the right skills; citizens of Canada currently based abroad but who had a desire to move back home; and citizens of other countries who had the knowledge and skills required, and who would welcome the opportunity for an international relocation.

 

“It was crucial that we secured the investment in terms of time from our client in the first instance,” explains Ashley McCuskey, Client Relationship Manager at London Banking & Finance. “We worked hard to understand our clients’ strict brief, but in the initial stages that requires them to spend some time with us going through their exact needs.”

 

After that all the profiles were sent through one contact, in this case, Ashley, who would then gather specific feedback on each one.

 

“It meant I could make sure that the profiles we were sending consistently aligned with their strict brief,” she explains. “Every time we received feedback we would use that to refine our search further.”

 

Within three weeks, our client had offered the first role to one of our candidates. After that it was a case of replicating the process to find the others.

 

“It was a tricky market,” admits Ashley. “It was a candidate-driven market and finding the right people was certainly not easy, they were few and far between. Those candidates could more or less pick and choose the roles, so we also worked with the company to help them differentiate themselves, for instance, by offering to help with the relocation process.”

 

Despite their current recruitment needs having been met, for both their UK and Canadian offices, the client still meets with us on a regularly basis. “They saw how well we worked, and they want to make sure that they are ready – and we were ready - as soon as the next opportunity arises,” states Ashley.

 

Emily Organ, Client Relationship Manager at London Banking & Finance, is responsible for meeting the recruitment needs of another financial client, this time in the UK. In this instance, it wasn’t just the quality of the candidates that was important, but finding a large number of candidates within a short space of time to meet a surge in requirements. Emily picks up the story:

 

“We’ve had this client for a number of years, but some of our work with them was intermittent, spot business. We felt that we needed to get to grips with the bigger picture, so we arranged meetings with various departments to understand their overall structure and high level strategy going forward.

 

“In the wake of the financial crisis, all financial institutions have had to get to grips with the wave of new regulations imposed upon them. We knew that this firm was going to have to upskill in certain departments as a result, so we put forward our case for helping them. We were pleased to be chosen as a preferred supplier for a project last year – basically, two rounds of hiring around 100 contracts.

 

“They chose us because of our knowledge of their business, but also because we worked like crazy to get the best candidates for them. I was constantly visiting their offices so I knew exactly where they were with the project, what they needed and whether requirements were changing as the project went on. We couldn’t have been more involved in the whole process.

 

“In addition, we did everything we could to make their lives easier. For instance, not by just presenting them with the candidate profiles, but by outlining the case for each candidate in terms of their skills and experience. Highlighting which had worked for the institution previously, for instance.

 

We ended up being the top performing supplier. Not only that, but we had the highest completion rate of those contracts, and the highest number of contractors whose contract was extended. They’ve now appointed us preferred agent.”

 

To discuss this topic further or if you have any questions then please contact Ashley McCuskey (a.mccuskey@huxley.com) or Emily Organ (e.organ@huxley.com)

Bacall Development and its associates is a firm that executes an advanced upgrade to a property. It can also handle every aspect of property redevelopment and the ground-up development process. The Bacall team provided the following good reasons why you should renovate a commercial property.

You can achieve improved traffic for your business if you choose to renovate a commercial property. Additional promotional opportunities could happen if people keeps on talking about your commercial property renovation, which can result in a new advertising campaign. You can also attract new people to your space by renovating your commercial property while improving your building investment.

Attaining more effective operations is possible with a renovated commercial property because providing more space for your staff can help them perform their tasks better than before. Enhanced efficiency within your staff members will do great for your business, right?

Changes can also happen to a business in an instant, so performing renovation to your property is often needed to deal with those changes. Note that renovation requires careful thinking because future operations depend on this matter.

A commercial property renovation is necessary to accommodate more equipment. This way, more opportunities and improved works await your business. Installing new wiring, IT systems, and other machinery can deliver more worthwhile results.

Your renovation plans may include new energy efficient changes to save costs in the future like upgrading the heating and cooling systems along with the windows and insulation. The green market offers excellent products to the public often that are designed to make your property more energy efficient.

Take advantage of the low pricing and commercial loan rates because interest rates are low today based on reviews, and there's the option of the US Small Business Administration 504 Loan as well. Take advantage of those in case you need a loan to finish your commercial renovation.

Contact Bacall Development in case you need help in construction. Look for their contact details on their official website. You can be certain that your business will have efficient operations in the future with their service. Drawing the interest of many customers to your business is one of the several things that commercial property renovation can give to you.

 

Zero tolerance is an popular catchphrase for insurers to bandy around. It implies a blanket boycott of dubious claims, the marshaling of an insurer’s full resources at every turn.

 

In practice, zero tolerance is a moving target. Few insurers can assert they contest every dubious claim. Even the most principled insurers decide which claims to challenge, and which to let slide through.

 

Focusing limited staff resources on a complex staged-crash ring that’s stealing hundreds of thousands of dollars might make more sense, from an insurer’s standpoint, than taking on a handful of smaller homeowner claims that prosecutors likely aren’t interested in pursuing.

 

Perhaps paying a $5,000 nuisance claim from a clearly setup fall in a restaurant makes more sense, as an insurer sees it, than spending many times that amount in legals fees to defend against the determined crook’s civil suit. A sympathetic jury could dole out $500,000 to the swindler, who’s faking a convincing limp in court. Just pay off the guy and make his claim go away.

 

That said, one of best business cases for zero tolerance recently was mapped by former CNA chief claims officer George Fay. He writes movingly in the Journal of Insurance Fraud in America. 

 

“Most claim denials for fraud result in a lawsuit against the company, no matter how solid your case,” George wrote soon after retiring. “A strong anti-fraud position can earn your insurer a reputation within the criminal underworld for being an undesirable target to try and bilk. This principled stance saves legal fees in the long run.”

 

And helps build customer loyalty: “When you make customers aware of your anti-fraud efforts, they see it for themselves and usually stay with you for life.

 

Zero tolerance also reflects an insurer’s character, from the leadership down through line staff. “An insurer that knowingly pays a fraudulent claim violates its values statement,” George writes. “And certainly the insurer lacks character. The same is true of insurer employees — from the SIU director to claims personnel to adjusters. Character is critical to building the foundation of successful fraud-fighting efforts.”

 

Zero tolerance — strengthen your backbone, stop false claims and reap rewards. George Fay writes an inspiring roadmap. Insurers should study that vision closely — your honest policyholders will be glad you did.

 

About the author: Jim Quiggle is director of communications for the Coalition Against Insurance Fraud.

 

Engaging in a financial audit in Japan is essential to the financial health of both local firms and foreign-owned businesses operating in the country. Japanese accounting standards differ from those set by IFRS and USGAAP. Because of these differences in standards and regulations, foreign companies often encounter difficulties in dealing with financial audit standards in the country.

 

Tokyo Consulting Group is comprised of accounting experts - Japanese Certified Public Accountants (JPCPA) and United States Certified Public Accountants (USCPA) - who are experienced in performing financial audits for foreign companies. Furthermore, we are affiliated with GGI, an accounting firm based in Switzerland since 1995.

 

This partnership provides us with the necessary resources and knowledge of IFRS and other international audit standards. In addition, our rates are flexible, depending on transaction amounts and scale of the company. Hence, our fees are lower than those of other accounting firms for audit operations and other services necessary when opening a business in Japan.

 

 

Our statutory audit services in Japan are performed in accordance with the Financial Instruments and Exchange Act, the Companies Act, and the Limited Partnership Act for Investment. Our professionals can fulfill the role of a statutory auditor in Japan for companies whose headquarters are based in other countries.

 

In addition to our experience, our strength also lies in the proximity we nurture with our customers. Large audit firms tend not to visit their clients directly, especially if they are small companies. As a result, poor judgments and uninformed decisions are often taken, creating issues later on. Tokyo Consulting Group employees pay frequent visits to their customers, thus ensuring the full understanding of our clients. Coupled with our experience, this proximity is what allows us to be highly successful in providing our customers with the appropriate audit services and other functions to support your organization's statutory auditor in Japan.

 

 

It is crucial for businesses - especially newly formed companies - to ensure that their financial records are up-to-date and accurate. The correctness of financial statements can be measured by undergoing a voluntary audit in Japan, which Tokyo Consulting Group can perform on-demand.

 

When offering our voluntary audit services, we strive to provide a comprehensive service to our customers. Our experience and understanding of newly-established businesses are our main assets, allowing us to deliver rigorous and thorough reports.

Financial audits using IFRS and U.S. GAAP

Tokyo Consulting Group generates financial statements based on International Standards on Auditing - GAAP (Generally Accepted Auditing Standards), USGAAP (United States Generally Accepted Auditing Standards), and IFRS (International Financial Reporting Standards). Our employees possess a high level of expertise in Financial Advisory, and excel at reporting financial statements to provide formal records of financial activities of businesses, individuals, or other entities.

 

In addition, our experience in partnering with global accounting companies provides us with enough experience to independently excel at offering services to international customers in Japan. This includes generating financial statements and giving advice and guidance with regard to present and future operations to global companies. Tokyo Consulting Group provides its customers with a thorough financial audit in Japan, on which they can rely. As a result of our high standards of professionalism and expertise, users of financial statements such as stockholders or shareholders can increase their confidence and trust in our customers.

 

As more companies' subsidiaries are established over the world, financial reports to corporate parents in different countries become increasingly complex. Financial reports may be requested from us in English or in Japanese, as our bilingual staff is able to report in either language. Tokyo Consulting Group, as one of the truly global accounting firms, promises to conduct your firm's financial audit in Japan with international quality standards, and pledges to bring knowledge and expertise to its customers, regardless of company size.

 

Contact us today to learn more about our full range of services.