Morgan & Morgan provided legal counsel to Retail Space Holdings Corp., in the process of registering as Real Estate Investment Trust (“REIT”) in compliance with the requirements to benefit from the special tax regime set forth in Paragraph 2 of Article 706 of the Tax Code of Panama. For said purposes, Morgan & Morgan provided advice to Retail Space Holdings Corp. in registering with the Superintendence of the Securities Market of Panama (Superintendencia del Mercado de Valores or “SMV”), the offering and placing of its Ordinary Class B Shares through the Panama Stock Exchange (Bolsa de Valores de Panamá, S.A. or “BVP”) and registering with the General Revenue Office (Dirección General de Ingresos or “DGI”) of the Ministry of Economy and Finance.
MMG Bank Corporation acted as Arranger, Placement Agent, Stock Brokerage Firm, Custodian and Payment, Registrar and Transfer Agent of Retail Space Holdings Corp. and MMG Asset Management, Corp. was appointed as Investment Manager of Retail Space Holdings Corp. Morgan & Morgan worked closely with Retail Space Holdings Corp., MMG Bank Corporation and MMG Asset Management in defining the final terms and conditions of their Ordinary Class B Shares subject of the public offering.
REIT’s that are registered with the SMV, BVP and DGI, and comply with the requirements set forth in the Tax Code and other applicable regulations are exempt from the payment of Income Tax at a rate of 25% at the corporate level. The shareholders of a REIT that comply with the statutory requirements pay Income Tax on the distributions received from the REIT, at the rates established in the Tax Code. However, the REIT’s are required to withhold 10% of amounts distributed at the time of each distribution, in the form of advanced Income Tax, withholding that the shareholder may decide to consider as the definitive and final Income Tax.
Retail Space Holdings Corp., is a holding company of subsidiary companies that, at the same time, own commercial properties throughout the Republic of Panama.
Partners Ricardo Arias and Roberto Vidal, and associates Pablo Epifanio and Ana Cristina Castrellón, participated in this process.