STRUCTURE
- In order to incorporate a company in Panama, the following are the minimum requirements:
• 2 NOMINEE SUBSCRIBERS: They are the persons who shall execute the charter of incorporation. They may be natural persons or bodies corporate and may be either foreigners or Panamanian, although domiciled abroad.
• 3 DIRECTORS: They shall comprise the Board of Directors and are entitled to vote therein, whereas they shall have absolute control and full management of the corporation. They may likewise be national or foreign individuals or legal entities. However, they must be three distinct persons, never a single person.
• 3 OFFICERS: The Corporation shall have a President, a Secretary and a Treasurer who shall be appointed by the Board of Directors. The same person may hold two or more positions. The General Manager of an International Business Corporation may be appointed for office.
Share Capital:
- Usually, the standard capital stock is US $ 10,000 since it is the maximum shares capital allowed to pay the minimum incorporation dues. Capital stock may likewise be issued with no par value. Both par value and non par value shares may be issued.
- Establishing the amount of authorized capital shall depend on the kind of business activity the client wishes to conduct.
- Shares may be issued as either bearer shares – meaning they are anonymous and may be transferred – or as registered shares where the name of the owner appears on the stock certificate. Bearer shares may only be issued if they are fully paid and non-assessable.
• The Second most Popular Jurisdiction in the World: Panama is the certified domicile to over 400,000 corporations and foundations, ranking it as the second most popular jurisdiction in the world, next to Hong Kong.
• No reporting requirements: Panama has a territorial tax system hence, provided the income is earned offshore or from exempt sources, corporations are not required to present tax returns or audited accounts.
• No piercing of the “Corporate Veil”: In Panama, corporate books are maintained 100% private and confidential by law.
• Anonymous ownership: Panama corporation share certificates can be issued both under Registered or Bearer form (Bearer Shares are an anonymous form of ownership), with or without par value. Neither the directors nor the officers of Panamanian corporations are required to be shareholders.
• No Contributed Capital Requirements: Panamanian law does not establish Paid-In Capital requirements, nor is there a time limit in which authorized capital must be fully paid.
• Directors: Panamanian corporations are required to have 3 directors and 3 officers (President, Secretary and Treasurer). The directors and officers must be individuals. Panama corporation directors, officers and shareholders may have any nationality and reside in any country.
• Nominee Directors: Our clients are afforded the optional service of using "Nominee Directors" for their corporations. For confidentiality purposes, most of our clients prefer that we provide nominee directors and officers for their corporations, since three directors must appear in the public registry, unlike IBCs established under Nevis corporate laws. Upon appointing nominee directors to represent those entities established for clients, we may also simultaneously provide pre-signed, undated letters of resignation from those directors so that clients can replace them at any time.
• Board of Directors or Shareholder Meetings: Annual general meetings of either shareholders or directors of the corporation are not mandated or required. However, if meetings are held, they may be held anywhere in the world. Likewise, directors may be represented and vote by proxy - via telephone, email or other electronic means. Any resolutions passed are construed as valid regardless of whether they are signed on different dates or in different jurisdictions.
• Registered Agent: Every Panamanian corporation has a Registered Agent in Panama, which must be a lawyer or a law firm.
• Corporate Books:The Registered Agent is not required to keep any records for the corporation. However, every corporation should maintain a minute book and stock register, which can be kept anywhere in the world.
• Subscribers: Panamanian corporations require two subscribers to be present at the public registry in order to be incorporated. Subscribers are the individuals from our law firm who appear at the Public Registry to submit and execute the incorporation charter. Subscribers are entitled by law to own one share of the corporation. Once the corporation has been established, subscribers sign a document whereby they waive their rights to own a share. This document is provided to our client together with the incorporation documents.
• Annual Renewal Franchise Tax: Panamanian corporations should pay a US $ 350 annual corporate franchise tax in order to remain in good standing. Currently, the public registry requires that the initial US $250 franchise fee for the first year be paid at the time of incorporation. As of 2006 the late payment penalty for outstanding payment was established at US $100. This Government Franchise tax is part of the annual renewal cost of the corporation which also includes the Registered Agent fees.
• No Business License is required: Panamanian Corporations do not require a commercial business license in order to operate business internationally.
• Re-Domiciliation: Corporations from other jurisdictions may be "re-domiciled" to Panama, and vice-versa. Nowadays, many people who have corporations in other jurisdictions, such as the Bahamas and other British territories, are currently re-domiciling their corporations to more private and secure jurisdictions such as Panama.
• Company Seal: Adopting a corporate seal is optional. Usually, we recommend our clients to order a seal locally, because of the lower cost as compared to elevated courier shipment cost from Panamaá.
• Legal Address: When registering a new Panama corporation, a legal domicile must be stated and included in the incorporation charter articles. Our law firm provides a legal address through the Registered Agent.
|
Bearer stock certificates may be issued.
