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Introduction – A lot of people in Panama title their real estate in the name of a corporation. This provides superior asset protection and excellent privacy. When such pieces of real estate are sold problems can arise because the real estate per se is not being sold it is the corporation that holds the real estate that is being sold.
Tax Issues – In Panama when a piece of real estate is sold the seller has an obligation to pay the government 10% of the gain or profit on the sale of the real estate.
Buyer Responsibility – Due to many transactions closing where the people did not report any sale to the government they have instituted a law whereby the buyer of the real estate is responsible to withhold 5% of the sell price of the property to cover the capital gains tax the seller is responsible for. For example if the buyer was paying $500,000 for a property that the seller paid $400,000 for then the buyer would need to be holding back and giving to the government 5% of the sell price or $25,000 when the actual tax bill for the seller is $10,000, thus a $15,000 over payment. The seller would be able to use this overpayment to offset their total tax bill but they may not owe any other taxes that year and would have to apply for a refund which could be a difficult and lengthy procedure.
Solution – The lawyer representing the buyer makes sure the seller pays the tax bill from the sale proceeds. Remember there is no conventional real estate escrow because you are not buying a piece of real estate just a corporation, and it is that corporation that has the real estate as an asset it owns. You hand over the funds and they hand over the shares of the corporation. Could the government come back at some point in time and say the buyer is responsible for more money because the seller frauded the amount they claimed they paid for the property? We have not seen anything like this but it could be possible but unlikely they would hold a buyer responsible for seller fraud. Things were easier before the new laws but transactions are still easy to work through.
Additional – If the property you are buying is titled to a corporation it does not mean that you cannot buy it and have it titled to you personally or titled to another corporation because this is possible.
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