business establishment & outsourcing management consultants

Company incorporation - Panama

Panama Non-Resident Corporations

Panama companies, also known as Panamanian Corporations are created under the General Corporation Law, Law 32 of February 26, 1927. Law 32 has been used as a model for many other jurisdictions and offers a flexible corporate structure, provides investor privacy and ensures the legal framework to conduct legitimate business activities in the international arena.

Establishment of a Panama offshore company:

Organizers, Directors and Officers

Two local persons are usually appointed to act as the organizers and subscribers for incorporation purposes. A minimum of three directors is required. The names and addresses of these directors is part of the public record and therefore nominee directors are usually appointed at incorporation and we provide this service. If the client wishes to be a Director, we can provide two Nominees. If the client does not wish to be a Director, we provide three Nominees and issue a Power of Attorney to the client. Panama offshore companies require officers for the position of President, Treasurer and Secretary. These may be natural persons, corporations or other entities. An officer may hold more than one position, but the President and Secretary can not be the same person. There is no maximum to the amount of officers appointed. The Director can be an officer of the company.

Meetings of Shareholders and Directors

Meeting of Shareholders and/or Directors if found necessary, may hold these meetings by telephone or any other electronic means available and convenient. If Shareholders and/or Directors think it is advisable to hold meetings, this may be held anywhere in the world. There is no requirement for Annual General Meetings of the Shareholders and/or Directors.

Shares/Stock, Capital

  • - Panama Corporations do no require paid-in capital.
  • - There is no time limit in which Authorized Capital must be fully paid.
  • - company cannot trade or lend money except to its subsidiaries
  • - The standard capitalization for a Panamanian Corporation is US$10,000.00.
  • - Par and Non-par Value Shares, voting and non-voting shares, as well as various other categories and classes of shares are allowed.

Currency

The legal tender of Panama is the US dollar. There are no exchange controls or restrictions on the free movement of currency.

Reporting Requirements

There are no reporting requirements for non-resident Panamanian companies.

Taxation

  • - Non-resident Panama corporations are 100% tax-free on its activities outside of Panama.
  • - An annual corporate franchise fee of US$250.00 is charged to maintain the company in good standing.
  • - You should have a local Registered Agent in Panama for your Panama IBC. This service is included in our start-up package and Annual Service Fee, starting from the second and each subsequent year of Panama Incorporation.

Records and Accounts

  • - The documents for Panama offshore incorporation are filed with the Mercantile Registry and the names and addresses of the directors are a matter of public record. (Nominee directors are customary).
  • - No books or records have to be kept by an offshore Panamanian company. If such books or records are kept, this may be done anywhere in the world.
  • - There is no requirement to prepare, maintain or file financial statements. If the directors decide to maintain such accounts, they may be done anywhere in the world.
  • - A Stock Register must be kept by law. The register contains the names in alphabetical order, place of domicile and date of acquisition of shareholders, other than the holders of Bearer Shares. This register may be held anywhere in the world.
  • - A Book of Minutes should be kept, but may be kept anywhere the director chooses.

Incorporation of a Panama non-resident corporation may take four to six days. Two natural persons acting as organizers or subscribers appear before a Notary Public, to constitute the corporation. Panama offshore services is provided by a local practicing lawyer or law firm, trust company or a professional management services firm, and must be used as the Registered Agent for Incorporation purposes. Panama has a corporate package which provides all the essentials required to set-up a panamanian company including nominee director service (up to three if required) with a general Power of Attorney for those seeking a higher level of personal privacy. Various Offshore Banking and other additional (optional) services are also available to Panama Corporations.

Our corporate package includes:

  • - First year government filing fees
  • - Certificate of Incorporation
  • - Memorandum and articles of Association
  • - Nominee Director(s) (maximum of three) if required
  • - Letter of appointment of first director(s)
  • - Power of Attorney
  • - Letter of resignation of director(s)
  • - Nominee shareholder (if required)
  • - Declaration of Trust from the nominee shareholder
  • - Minutes of the first meeting of the founders
  • - Share Certificates
  • - Register of shareholders
  • - Register of directors
  • - Registered agent services, (first year)
  • - Registered office, (first year)