The Bolivian ELFEC case and the three Panamanian companies

analysisAccording to the judgment, Cochabambina de Electricidad S.A. (public deed No. 8819 of 14 June 2007, registry Ficha 573154 of 26 June 2007) and Trabajadores de Luz y Fuerza S.A. (deed No. 8820 of 14 June 2007, Ficha 573205, capital $3,000) were formed in Panama in June 2007 and created Sociedad Eléctrica Boliviana – SOELBO S.A. (deed No. 9549 of 28 June 2007, Ficha 574084, capital $10,000), holding 60 and 40 of its shares. The court found that the two Panamanian companies Sociedad Rockall Inc. and Sociedad Enders Inc., formed on 14 December 2005 with the authorisation of a representative of the firm and with the firm's employees as directors, constituted the three companies. A commercial registry-data service lists Rockall Inc. (Folio 511208 S) and Enders Inc. (Folio 511200 S), with Dulcan Inc. among their visible members; Rockall appears as a member, typically as subscriber, of 8,529 organisations and Enders of 8,515, and each shares officers most often with the other. ^{1 2 3}

analysisThe judgment states that creating the three companies was the work of 'the Mosack Fonseca firm of Panama', engaged through the La Paz law firm Criales Urcullo & Antezana; that the same persons, all employees of the firm, appear as directors in the incorporation documents; and that the firm was the resident agent of all three, which the court found were created only to provide a fictitious buyer for the Bolivian shares held by PPL. It also found that an 'obscure and arbitrary' policy at ELFEC had served to take money out of the company abroad without support, among other things to pay professional fees of the firm and the cost of forming the three companies. The court noted that giving several companies the same directors is not prohibited by Panamanian commercial law, but treated it here as evidence that the defendants formed the companies illegitimately, with directors who would not answer for their activities; the persons named in the companies' documents were outside the prosecution. The firm, Mossack Fonseca Inc and the firm's employees were not parties to the case, so these findings concern the defendants; whether the judgment was appealed or became final is not shown in the retained records. ¹

analysisA Bolivian newspaper reported in October 2017, from the Panama Papers, that Cochabambina de Electricidad and Trabajadores de Luz y Fuerza gave rise to Soelbo, an offshore company 'created by the Mossack Fonseca law office'; that on 12 July 2007 PPL Global sold all its Bolivian shares to Soelbo; that on 31 October 2007 Soelbo created Luz del Valle S.A. in Bolivia; and that on 9 April 2008 the ELFEC shares were sold to COMTECO through Soelbo. According to the judgment, by a document of 9 April 2008 SOELBO sold the Cochabamba telecommunications cooperative COMTECO its 56.66 percent of ELFEC S.A. for $17,066,667, with closing set for 14 April 2008 at COMTECO's offices and at Banco Santander International in Miami. COMTECO was not a defendant; its shareholders told a Bolivian newspaper that there had been no irregularity in the purchase, which they said was lawful because it took place in Bolivia, and attributed the instruction to form the Panamanian companies to the seller, PPL Global. ^{1 2}

analysisFrom leaked correspondence, a Bolivian newspaper reported that the firm confirmed in August 2007 payment for registering each company, with invoices of $2,623 for SOELBO and $2,664.50 each for the other two, and that on 21 December 2007 Criales, Urcullo & Antezana reported that the companies had elected new directors, increased their capital and exchanged their bearer shares for registered shares. In July 2007, when the clients wanted a Panamanian bank account, the firm offered the services of its trust company Mossfon Trust Corporation, described in its correspondence as licensed by Panama's Superintendency of Banks since 1993; so that the clients' signatures would not appear on banking documents, it offered authorised signatories for the accounts at $600 a year, with account-opening fees of $1,000 in Panama and $2,000 abroad. ¹

analysisOn 3 January 2022 the Sentencing Court No. 3 of Cochabamba convicted former executives of ELFEC and a workers' union representative in criminal case 301199201033017, brought by the Public Prosecutor with ELFEC S.A., the State Attorney's office, the national electricity company ENDE and the Vice-Ministry of Justice as private accusers, on charges another Bolivian newspaper reported as criminal association, legitimation of illicit gains, fictitious companies and illicit enrichment. Another Bolivian newspaper reported sentences of five to ten years; the retained records do not show whether the judgment was appealed or became final. In its reasoning the court wrote that the defendants, 'advised by an international firm, Mossack Fonseca Inc., of Panama', formed the three companies in June and July 2007; elsewhere it calls the adviser 'the firm Mossack Fonseca & CO.' and 'the law office Mosack Fonseca of Panama'. Because it gives no registry number and uses three names for the same adviser, the reference may be to the law firm rather than to the company at Folio 210666 (S). As noted above, neither the firm, nor Mossack Fonseca Inc, nor the firm's employees was a party, and the court's findings concern the defendants. ^{1 2}

analysisAfter the sale the three companies were dissolved in Panama by deeds of April and May 2009, according to a registry certificate cited in the judgment, which dates the Cochabambina deed 25 April 2009 in one passage and 25 May 2009 in another. An offshore-leaks database record reproduced by a Bolivian newspaper gives SOELBO's registration as 3 July 2007 with Mossack Fonseca as agent, inactivation on 30 June 2009 and removal from the register on 15 January 2012. A separate commercial registry-data service's copies of the cards, updated in August 2018, show all three as dissolved and list among the nine officers of each Enders Inc., Rockall Inc., five individuals and Bufete MF & Co.; their positions were not captured. In September 2017 three DGI resolutions, whose lists survive as OCR text with names and numbers in separate columns, put the three companies among legal persons with three consecutive years of unpaid tasa única and ordered their corporate rights suspended. ^{1 2 3 4 5 6 7 8}