Case study: a Colombian franchise opens in Panama and centralizes its treasury

A Colombian franchise that decides to open in Panama soon finds that the hard part is not the premises but the money moving between two countries. The parent pays in pesos, the subsidiary earns in dollars, and capital, royalties, marketing fees and supplies all circulate between them. Without a plan, treasury becomes a pile of loose transfers.

At Soulbit Academy we present this as an illustrative, composite case. The company, the number of studios, every amount, rate, deadline and fee are working assumptions, not real data and not Soulbit prices. Nothing here is tax advice: each tax treatment must be confirmed with an adviser.

The case: Fit Andina, a Medellín franchise that decides to expand its business to Panama

Fit Andina S.A.S. is a fictional Medellín company with 20 boutique gym studios, 12 company-owned and 8 franchised, that in October 2026 decides to open two studios in Panama City. The assumed starting point is central costs of 40,000,000 COP a month, paid in pesos, and an outside accountant.

The expansion runs through a subsidiary. Fit Andina forms a wholly owned Panamanian company that operates the two studios. The parent keeps the brand, the training method and the supply of branded equipment and apparel. The subsidiary pays the parent a royalty and a brand fund contribution, and hires staff and leases space in Panama.

The case assumptions are these. The initial capital contribution is 90,000 USD. Studio revenue totals 30,000 USD a month. The royalty is 6% of revenue and the brand fund contribution is 2%. Equipment and apparel supplies come to 3,000 USD a month, payable at 30 days. The working exchange rate is 4,000 COP per dollar.

On those numbers the royalty is 1,800 USD, the brand fund contribution is 600 USD and supplies are 3,000 USD. The subsidiary sends the parent 5,400 USD a month, equal to 21,600,000 COP at the assumed rate.

Table 1 summarizes the flows between the two entities.

Flow	From and to	Case currency	What must be documented
Capital contribution	Parent to subsidiary, once	USD	Contribution minutes, exchange-control support and registration if applicable
Franchise royalty	Subsidiary to parent, monthly	USD	Brand licence agreement and the revenue base used
Brand fund contribution	Subsidiary to parent, monthly	USD	Agreement and a statement of how the fund is used
Equipment and apparel supplies	Parent exports to subsidiary, paid at 30 days	USD	Export invoice and shipping documents
Future dividends	Subsidiary to parent, if profits exist	USD	Shareholder minutes and a confirmed tax treatment

A two-entity structure: what changes for treasury when a subsidiary opens in Panama

A Panamanian subsidiary is a legal entity separate from its parent, with its own books, tax obligations and accounts. The franchise's treasury stops being one pool of cash and becomes two, with a border that every transfer crosses.

In Panama the US dollar circulates as an everyday currency, so the subsidiary bills, pays rent and buys in the same currency; currency exchange only appears when it remits to the parent. The Panamanian backdrop, a general legal framework with no specific virtual asset law, is covered in the guide to paying international suppliers in USDC from Panama. Here only what happens between the two entities matters.

The other half sits in Colombia. The parent receives dollars and spends pesos, so every remittance from the subsidiary is a conversion. The rules, intermediaries and compensation accounts are explained in the article on Colombia's foreign exchange regime for companies.

What does the exchange regime require when a Colombian company contributes capital to a subsidiary abroad?

Colombian investment abroad is an operation the Banco de la República regulates specifically. Chapter 7 of Circular DCIP-83 deals with international investments, and the Bank itself points to Decree 1068 of 2015 for registering direct investment. Whether Fit Andina's contribution needs registration, and through which channel the money must travel, is for its foreign exchange adviser to settle before the transfer, not after.

Royalties and fees between entities: calculation, withholding and transfer pricing

A franchise royalty is a payment for the use of a brand and a system, normally calculated as a percentage of sales. Between a parent and its subsidiary it has two tax effects: it is income for the recipient and an expense for the payer, and both ends must match in the contract and in the books.

Panama has its own procedure for payments abroad of Panama-source income. The Dirección General de Ingresos describes in its Form 05 the return for withholdings and remittances abroad, and lists royalties among the income covered. According to that page, the payer must withhold the amount that results from applying the Fiscal Code rates and file within 10 days of the payment or crediting, whichever comes first.

That deadline is dated from the official source, but the rate and any treaty reduction are not asserted here. In the case, Fit Andina's subsidiary acts as withholding agent and does so with Panamanian advice. Payment for goods supplied has a different customs and tax treatment that the adviser must also confirm.

There is a second layer: pricing between related parties. A 6% royalty between parent and subsidiary is not neutral, because the amount must be reasonable against what independent parties would agree. The principle and its support are covered in the article on transfer pricing for subsidiary payments.

Why set the royalty currency in dollars rather than pesos?

Because the subsidiary earns in dollars, and a peso royalty would pass on a risk it cannot control. With the royalty and the brand fund contribution set in dollars, the subsidiary pays 2,400 USD a month (1,800 royalty and 600 contribution) with no peso exposure, and the parent absorbs the COP/USD movement. In the case, if the rate falls from 4,000 to 3,800 COP, those 2,400 USD are worth 9,120,000 COP instead of 9,600,000: a gap of 480,000 COP a month, assumed. Across the full 5,400 USD monthly remittance, supplies included, the gap is 1,080,000 COP (20,520,000 instead of 21,600,000). That swing is budgeted and hedged, as the guide to FX hedging for companies with dollar revenue explains.

Centralizing the franchise's treasury: one calendar, two entities

Centralizing treasury means one team decides when money moves between entities, with what support and into which currency. It does not mean mixing funds: each entity keeps its own books, accounts and balances, and transfers are recorded for what they are.

The case design has three rules. The first is a fixed calendar: the subsidiary settles royalty and brand fund on the 5th of each month on the prior month's revenue, and supplies at 30 days from invoice. The second is a minimum balance in each entity of two weeks of costs, so neither depends on the other day to day. The third is one conversion a month instead of one per invoice.

Table 2 compares two ways of organizing it.

Aspect	Each entity on its own	Central treasury with shared rules
Who decides when to transfer	Each entity's manager, with no calendar	One team, with a monthly calendar
COP and USD conversion	One per invoice, at the day's rate	One per month, with documented rate and support
Minimum balance	Undefined	Two weeks of costs in each entity (assumption)
Reconciliation	Three or four movements per flow	One movement per flow, matched to the contract
Error risk	High: repeated payment details, no control	Lower: dual approval and verified destinations

A written policy underpins all of it. Who approves, which limits apply and which currencies are held are decisions that a treasury policy for an SMB sets once for both entities.

Reconciling parent and subsidiary: making both ledgers say the same thing

Intercompany reconciliation is the check that what the subsidiary books as an expense is exactly what the parent books as income, in amount, date and currency. When the two figures differ, the cause is usually the exchange rate, a fee deducted along the way or an invoice issued in one month and paid in another.

The method in the case is simple. Each month four documents are matched: the franchise agreement, the royalty statement, the supply invoice and the proof of transfer. If the parent receives 5,400 USD and the statement says 5,400 USD, there is no gap. If it receives 5,385 USD because an intermediary deducted 15 USD, that deduction is booked as a financial expense, not as lower royalty income.

With two currencies, accounting adds the exchange difference. The parent books the receivable in pesos at the invoice rate and collects at the payment-day rate. The difference, favorable or not, is recorded under the policy the accountant sets. The procedure is in the guide to multi-currency bank reconciliation, and it works best applied identically every month.

What support does the Colombian tax authority expect for a transaction with a foreign subsidiary?

The DIAN expects every income and expense item to have support explaining its cause, and a transaction with a related party abroad draws more attention. For Fit Andina, each flow's file holds the contract, the statement, the invoice or equivalent document and the proof of payment. Which specific documents are required, and when the transaction must be reported, is for the accountant to confirm, because the rule changes by type of income and taxpayer.

What Soulbit V1 delivers in this case and what it does not

Soulbit V1 supplies the money-movement layer between the two entities and not the rest of the operation. Each entity must pass its own KYB: Fit Andina S.A.S. and the Panamanian company are two different businesses for verification, each with its own documents and beneficial owners.

With KYB approved, each entity can hold USDC and USDT balances under institutional MPC custody and work with fiat in USD, EUR and GBP. The subsidiary can send the monthly payment to the parent from its balance, and the parent can request an OTC quote to convert to pesos and receive them over the Colombian banking rail. Movements carry a transaction identifier and go through AML/KYT monitoring, which helps the file.

In Panama, Soulbit has no local banking rail. The subsidiary holds its balance in USDC and USDT under institutional custody, and funding it or withdrawing outside the platform depends on the company's own means. Soulbit also does not calculate withholding, file Form 05, register investments with the Banco de la República or issue invoices. Payment links and collection QR codes are available for collections, and Soulbit publishes no price list, so the case compares no costs.

When this treasury structure is not worth it

Centralization has a coordination cost that is not always justified. With a single studio in Panama and royalties of a few hundred dollars, a quarterly calendar with one conversion per quarter may be enough, and a group policy would be disproportionate.

It also does not fit if the subsidiary cannot sustain basic controls. Without dual approval and destination checks, moving money between entities over a faster rail multiplies the chance of error. Settle the legal and tax structure first, and treasury after.