We’re honored to be nominated again for Best of Florida – Tax Lawyers and would truly appreciate your vote for Marini & Associates, P.A.

Our firm focuses on complex international tax planning, IRS audits, and tax controversy matters for clients in Florida and around the world.

Please vote here: guidetoflorida.com/miami/legal-services/marini--associates-pa

Thank you for your trust, your referrals, and your vote.

Sincerely,

Ronald A. Marini, Esq.

Marini & Associates, PA Traces its Roots Back to Arthur Andersen & Co. (AA&Co.)

For those of you who don't know what I did before opening up our International & Tax Litigation Boutique 33 years ago (1993-Present); I was with AA&Co. for 11 years prior to that, in their Miami, Florida office (1982-1992).     

While there I had the wonderful opportunity of learning my vocation from some of the best in the business like Ivan Fagan, the firm's Real Estate Syndication Expert and Larry Levine, the Miami Offices resident Tax Genius, not to mention my long-term mentor and colleague Bill Pruitt, who was Office Managing Partner during the years that I worked at AA&Co.

Since most of my clients where large multinationals, I had the opportunity over 11 years to learn some of the most advanced international planning techniques and then I had the opportunity to defend many of them before the IRS; which resulted in me being listed as 1 of 15 International Tax Specialist in AA&Co.’s Worldwide Directory and it also allowed me to teach annually at the firm's US Taxation of Multinational Activities in St. Charles, Illinois, along size such International Tax Giants as Andre Fogarasi, Richard Gordon, Diane Renfroe, and many, many, others Top International Tax Attorneys.   

One day in the mid-1980s, while I was looking out our Miami office"s windows on the 21st floor, it became readily apparent that Miami was rapidly becoming the International Cruise Capital of the world and as a man in his late 20s, I was determined to get a piece of it. So we start targeting and obtained numerous international cruise lines, as clients of the firm. As a result of defending numerous international cruise lines clients, during the IRS Cruise Industry Tax Audits in the late 1980s, I also became 1 of 5 International Shipping Specialist for AA&Co in the US.

During my time with AA&Co, Arthur Andersen’s South Florida practice held a dominant position over that of the other international accounting firms. 

Its three practice units, Tax - Audit & Consulting, were consistently among the most profitable within the firm (based on profit per professional). 

The South Florida Practice had the Largest Share of Publicly-Held Clients and, because of its High Quality Service, it rarely lost a Client. A few of the long-time clients of the South Florida practice that remained clients until they were sold, or Andersen ceased business, included: Blockbuster Entertainment, AutoNation, IVAX Corporation, The Wackenhut Corporation, Southeast Toyota, KOS Pharmaceuticals, Republic Services, Sunglass Hut International, Steifel Laboratories, Watsco Corporation. Not to mention the numerous large closely held corporations, rivaling in size and sales, the above-mentioned publicly traded companies.             

I left AA&Co on December 31, 1992 and 10 years later in June 2002, Andersen was found guilty of obstruction of justice for shredding documents relating to the audits of Enron Corporation.  Andersen was forced to surrender its licenses to practice and in June 2002 the South Florida practice was effectively ended.   

In May 2005, the Supreme Court of the United States unanimously reversed the conviction, however, it was too late for what had once been the most successful professional services firm in the world with 85,000 personnel and over $10 billion in revenue. 

While at Andersen, we professionals were constantly challenged to improved our skills. The network of Andersen alumni in South Florida is still strong even though the firm ceased business in 2002. Many alumni are among the business elite in their local communities.

1988

Me & Kevin Lockwood of AA&Co, on my Client Sea Escape's Vessel.

 

 

30 Years Latter - 2018

Me (Marini & Associates, PA),
Kevin Lockwood (Forshee & Lockwood PA (CPA's)) &
David W. Appel (Cherry Bekaert, (CPA's))

We 3 work in the same 10 person cubicle workspace at AA&Co in the 1980's.

 

 

When You Have an International Tax 

or IRS Tax Problem  

and Need Experience Tax Representation...

Robert Blumenfeld, Esq.,Ronald Marini, Esq. & Anita Friedlander, Esq.

 Contact the Tax Lawyers at 

Marini & Associates, P.A. 

 

 

for a FREE Tax Consultation

at: www.TaxAid.com or www.OVDPLaw.com or

Toll Free at 888-8TaxAid (888) 882-9243

 

Panamanian Private Interest Foundations and Foreign Real Estate: Navigating the Limits of Lex Rei Sitae

Panamanian Private Interest Foundations are widely recognized as a powerful instrument for organizing and protecting family wealth, particularly in cross-border contexts. Their ability to separate legal ownership from economic benefit, while establishing clear governance and succession rules, makes them an attractive solution for international estate planning.

In practice, however, complications arise when foreign real estate is transferred directly into a Panamanian foundation as part of a broader effort to centralize ownership. While this approach may appear efficient, it introduces legal considerations that must be carefully evaluated.

The Constraint of Lex Rei Sitae

A fundamental principle of private international law is that rights over immovable property are governed by the law of the jurisdiction where the property is located. This doctrine, known as lex rei sitae, has significant implications for cross-border structures involving real estate.

Regardless of how ownership is structured, any dispute, enforcement action, or succession issue involving real property will ultimately be subject to the authority of local courts and regulatory frameworks. The governing documents of a Panamanian foundation—its charter and bylaws—do not override this principle.

For example, if real estate located in Colombia is transferred to a Panamanian Private Interest Foundation, all matters concerning the administration, enforcement, or defense of ownership rights will remain subject to Colombian law. Local courts may challenge ownership arrangements, impose injunctive measures, or even invalidate transfers, irrespective of the foundation’s internal provisions.

Structural Limitations of Direct Ownership

Direct ownership of foreign real estate by a Panamanian foundation can therefore limit the effectiveness of the structure. The foundation may control title in form, but it cannot displace the legal authority of the jurisdiction where the asset is situated.

This disconnect can create uncertainty in enforcement, complicate succession planning, and expose the structure to unintended legal risks in the foreign jurisdiction.

A More Robust Ownership Model

A more resilient approach involves holding real estate through a locally incorporated entity in the jurisdiction where the property is located. This structure is typically paired with a Panamanian holding company that owns the shares of the local entity. The shares of the Panamanian company are, in turn, owned by the Panamanian Private Interest Foundation.

This layered structure offers several advantages:

·         Compliance with local legal and regulatory requirements governing real estate ownership

·         Greater alignment between legal ownership and enforceability in the property’s jurisdiction

·         The ability to conduct estate planning at the level of shares governed by Panamanian law

·         Improved coordination between the foundation’s succession provisions and the underlying corporate structure

By shifting the planning focus to shares rather than directly to immovable property, the structure benefits from the flexibility of Panamanian law while respecting the constraints imposed by lex rei sitae.

Practical Considerations

It is important to recognize that even under this structure, any transfer or recognition of rights relating to the underlying real estate remains subject to the laws and procedures of the jurisdiction where the property is located. Corporate formalities, registration requirements, and local compliance obligations must still be observed.

The principle of lex rei sitae remains decisive and cannot be circumvented through structuring alone.

Conclusion

Panamanian Private Interest Foundations remain a highly effective tool for international estate planning when used within a properly designed legal framework. Their success depends on thoughtful structuring, careful alignment of corporate and foundation documents, and a clear understanding of the jurisdictions involved.

A coordinated, multi-jurisdictional approach—supported by well-documented corporate layers—provides greater certainty, enhances enforceability, and ensures that the structure fulfills its intended purpose of long-term wealth preservation and orderly succession.

Need International Tax Advice?

     Contact the Tax Lawyers at

Marini & Associates, P.A. 

for a FREE Tax HELP Contact us at:
www.TaxAid.com or www.OVDPLaw.com
or Toll Free at 888 8TAXAID (888-882-9243)