How to Incorporate in Panama
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Panamanian corporations may be organized by two or more elderly (who may be Panamanian or foreign) as well as legal entities, for any purpose (lawful) for which the incorporators subscribe at least one share each (they are considered shareholders), the authorized capital stock of the corporation in training
In practice, two individuals or legal entities can act as any subscribers with the ability to waive their subscription rights and assign the rights as such for the real owners or beneficiaries. The authorized capital of a Panamanian corporation, does not have to be subscribed or paid.
The firm, or their attorneys usually act as underwriters of the social pact and are the resident agent of society, this is a legal requirement in Panama.
Traditionally, annual charges or fees Resident Agent service range from USD 150.00 to USD 250.00, and Resident Agent has no obligation to submit any report or report to the government of Panama. The role of Resident Agent today is to serve as a link between the corporation and the Panamanian government, according to the rules signed by Panama "know your customer".
The conditions for the formation and registration of a Panamanian Corporation at the Public Registry of Panama:
-The name of the company. You must include any of the following words or abbreviations: Corporation (Corp.) Incorporation (Inc.) or Company (SA). Names are allowed in any other foreign language. There can be two (2) companies with the same name, hence the need to check the availability of the name of the Corporation at the Public Registry. The name (s) available (s) can (n) be booked (s) for a period of thirty (30) days renewable, if desired, at a cost of USD 40.00 each.
-The Objectives of the society. Generally used broad and general goals, however, but if you want you can mention in the articles of incorporation of certain specific objects for which society is organized.
-The authorized share capital.
The authorized share capital may be indicated in any currency, it must also indicate the number of shares and their nominal value or no par value (if not used par value shares, then the government values ??each share at USD 20.00, with purpose of calculating the registration fee, based on the authorized share capital).
-The type of shares. Corporations Law of Panama allows shares and - or bearer shares, common and - or preferred shares and class - Class A or Class B (if appropriate), with or without voting rights, as well as any right and - or restrictions you want to set.
-The Directors. The law requires a minimum of three (3) directors, and can be natural or legal persons or any other national jurisdiction. For natural persons requires the full names (no initials) and addresses. For legal entities required name (s) official (s) complete (s) and address (es), and if they are foreign, are required notarized and apostilled certification (or Panamanian Consul authentication), the competent authority (s) jurisdiction (s) for (s), indicating that the entity is legally enforceable and who is his legal representative. Law firms providing the services of nominee directors on the basis of annual fees.
-The Officers. The full names of the first officers: president, secretary and treasurer, or others. These may be natural persons or legal entities, national or other jurisdiction. There is the option of appointing vice presidents, sub-secretaries and other sub-dignitaries and the same person may hold other positions as officers, not just as director, but we recommend that the President should not act as Secretary at a time, for practical reasons. The Directors may also act as officers. The directors and officers need not be shareholders, and Panamanian citizens or residents of Panama.
-The duration of the company. It may be perpetual.
-Name and address of resident agent.
It can be a lawyer or a local law firm.
-Address of the society. Is the registered address
-The registration fee. They refer to the authorized capital and paid described once when registering the Articles of Incorporation with the Public Registry of Panama, according to the following rates: USD 50.00 (minimum) on the first USD 10,000.000.75 per USD 1,000.00 over the next 90,000.000.50 per USD 1,000.00 over the next 900,000.000.10 per USD 1,000.00 1,000,000.00 in excess of plus a surcharge of 20%
-Period of Incorporation of the Corporation. The organization and registration of a corporation takes two (3) to three (3) working days and the cost varies according to its resident agent, usually dependent on its articles of incorporation, this amount ranges from USD 450.00 onwards.
-Offshore Company. If a Panamanian corporation does not engage business in Panama, is not subject to income tax, but may have in our country offices to manage their international operations, so you can keep their books in the way you want and anywhere in the world. Companies with local operations should be kept here all his books and records, which can be manually, mechanically or electronically.
The Companies Act allows individuals or corporations of any nationality and place of residence to act as directors and officers of Panama corporations. There are no restrictions imposed by law or local regulations that prevent a Panamanian company to do business with or in any other country in the world. A Panamanian company, no matter what its authorized capital in Panama pay no taxes on their profits if their income comes from foreign sources or if they consist of local interest in savings accounts or time deposits.
The use of a corporate seal for companies is not required by law in Panama, its use is optional. If desired, you may obtain a Certificate of Public Registry of Effective society when its constitution is registered. No Certificate of Incorporation is issued in this jurisdiction.
-Annual maintenance fee. There is an annual tax of USD 300.00, USD 250.00 the first year, which taxes the government to maintain an active company, is best known as an annual rate of companies. Late payments are subject to a surcharge of USD 50.00. Additionally, delayed payment of tax for two consecutive periods, causes a fine of USD 300.00. The fee payment must be made before June 30 to companies incorporated during the first half, and before December 31 to companies incorporated during the second half, it is important to know the period of incorporation. Resident Agent's fees are above USD 150.00 per year. The annual fee for the service of directors and - or officers are USD 100.00 onwards. Therefore, annual maintenance charges of a Panamanian corporation may fluctuate between USD 450.00 upwards, depending on the number of directors and - or local dignitaries.
-Meetings. Shareholders' meetings, meetings of directors or liquidators may be made by telephone, facsimile or other electronic means is not necessary to be in Panama, provided that the Articles of Incorporation so permits, it is necessary to issue a report detailing how the communication was made and resolutions adopted. It also allows shareholders' meetings and meetings of directors or liquidators of consent, even when the document showing signatures in different places and dates.
-Redomicilio.
The change of domicile or jurisdiction (redomicilio) to Panama, a foreign corporation is allowed. The Panamanian company redomicilio to other jurisdictions that accept such redomicilio is also allowed, if so stipulated in the articles of incorporation.
-Dissolution. The formal dissolution of the company voluntarily at any time is permitted. It requires shareholder approval at a meeting called for that purpose. In this case, you must obtain a certificate of dissolution and subsequently published in the Official Gazette and a local newspaper. Specific liquidators may be appointed for the purpose of concluding the business of the company during the three year settlement period established by law, which is suitable for companies that have operations abroad. Otherwise, the directors act as trustees of registered society for the purpose of liquidation.
-Model of Articles of Incorporation are available upon request.
ABOUT THE AUTHOR: Gabriel Aguilar
Gabriel Aguilar is an attorney, member of the Panamanian Association of Industrial Property Law, President of the Panamanian Association of Regulatory Law and the Panamanian Association of Pharmaceutical Manufacturers. He was President of the Insurance Law Commission of the National Bar Association from 2004 up to 2007, and he is member of said Commission, as well as Consultant of Crop-Life International.
Copyright Abogados Lombardi Aguilar Group
More information about Abogados Lombardi Aguilar Group
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
The firm, or their attorneys usually act as underwriters of the social pact and are the resident agent of society, this is a legal requirement in Panama.
Traditionally, annual charges or fees Resident Agent service range from USD 150.00 to USD 250.00, and Resident Agent has no obligation to submit any report or report to the government of Panama. The role of Resident Agent today is to serve as a link between the corporation and the Panamanian government, according to the rules signed by Panama "know your customer".
The conditions for the formation and registration of a Panamanian Corporation at the Public Registry of Panama:
-The name of the company. You must include any of the following words or abbreviations: Corporation (Corp.) Incorporation (Inc.) or Company (SA). Names are allowed in any other foreign language. There can be two (2) companies with the same name, hence the need to check the availability of the name of the Corporation at the Public Registry. The name (s) available (s) can (n) be booked (s) for a period of thirty (30) days renewable, if desired, at a cost of USD 40.00 each.
-The Objectives of the society. Generally used broad and general goals, however, but if you want you can mention in the articles of incorporation of certain specific objects for which society is organized.
-The authorized share capital.
The authorized share capital may be indicated in any currency, it must also indicate the number of shares and their nominal value or no par value (if not used par value shares, then the government values ??each share at USD 20.00, with purpose of calculating the registration fee, based on the authorized share capital).
-The type of shares. Corporations Law of Panama allows shares and - or bearer shares, common and - or preferred shares and class - Class A or Class B (if appropriate), with or without voting rights, as well as any right and - or restrictions you want to set.
-The Directors. The law requires a minimum of three (3) directors, and can be natural or legal persons or any other national jurisdiction. For natural persons requires the full names (no initials) and addresses. For legal entities required name (s) official (s) complete (s) and address (es), and if they are foreign, are required notarized and apostilled certification (or Panamanian Consul authentication), the competent authority (s) jurisdiction (s) for (s), indicating that the entity is legally enforceable and who is his legal representative. Law firms providing the services of nominee directors on the basis of annual fees.
-The Officers. The full names of the first officers: president, secretary and treasurer, or others. These may be natural persons or legal entities, national or other jurisdiction. There is the option of appointing vice presidents, sub-secretaries and other sub-dignitaries and the same person may hold other positions as officers, not just as director, but we recommend that the President should not act as Secretary at a time, for practical reasons. The Directors may also act as officers. The directors and officers need not be shareholders, and Panamanian citizens or residents of Panama.
-The duration of the company. It may be perpetual.
-Name and address of resident agent.
It can be a lawyer or a local law firm.
-Address of the society. Is the registered address
-The registration fee. They refer to the authorized capital and paid described once when registering the Articles of Incorporation with the Public Registry of Panama, according to the following rates: USD 50.00 (minimum) on the first USD 10,000.000.75 per USD 1,000.00 over the next 90,000.000.50 per USD 1,000.00 over the next 900,000.000.10 per USD 1,000.00 1,000,000.00 in excess of plus a surcharge of 20%
-Period of Incorporation of the Corporation. The organization and registration of a corporation takes two (3) to three (3) working days and the cost varies according to its resident agent, usually dependent on its articles of incorporation, this amount ranges from USD 450.00 onwards.
-Offshore Company. If a Panamanian corporation does not engage business in Panama, is not subject to income tax, but may have in our country offices to manage their international operations, so you can keep their books in the way you want and anywhere in the world. Companies with local operations should be kept here all his books and records, which can be manually, mechanically or electronically.
The Companies Act allows individuals or corporations of any nationality and place of residence to act as directors and officers of Panama corporations. There are no restrictions imposed by law or local regulations that prevent a Panamanian company to do business with or in any other country in the world. A Panamanian company, no matter what its authorized capital in Panama pay no taxes on their profits if their income comes from foreign sources or if they consist of local interest in savings accounts or time deposits.
The use of a corporate seal for companies is not required by law in Panama, its use is optional. If desired, you may obtain a Certificate of Public Registry of Effective society when its constitution is registered. No Certificate of Incorporation is issued in this jurisdiction.
-Annual maintenance fee. There is an annual tax of USD 300.00, USD 250.00 the first year, which taxes the government to maintain an active company, is best known as an annual rate of companies. Late payments are subject to a surcharge of USD 50.00. Additionally, delayed payment of tax for two consecutive periods, causes a fine of USD 300.00. The fee payment must be made before June 30 to companies incorporated during the first half, and before December 31 to companies incorporated during the second half, it is important to know the period of incorporation. Resident Agent's fees are above USD 150.00 per year. The annual fee for the service of directors and - or officers are USD 100.00 onwards. Therefore, annual maintenance charges of a Panamanian corporation may fluctuate between USD 450.00 upwards, depending on the number of directors and - or local dignitaries.
-Meetings. Shareholders' meetings, meetings of directors or liquidators may be made by telephone, facsimile or other electronic means is not necessary to be in Panama, provided that the Articles of Incorporation so permits, it is necessary to issue a report detailing how the communication was made and resolutions adopted. It also allows shareholders' meetings and meetings of directors or liquidators of consent, even when the document showing signatures in different places and dates.
-Redomicilio.
The change of domicile or jurisdiction (redomicilio) to Panama, a foreign corporation is allowed. The Panamanian company redomicilio to other jurisdictions that accept such redomicilio is also allowed, if so stipulated in the articles of incorporation.
-Dissolution. The formal dissolution of the company voluntarily at any time is permitted. It requires shareholder approval at a meeting called for that purpose. In this case, you must obtain a certificate of dissolution and subsequently published in the Official Gazette and a local newspaper. Specific liquidators may be appointed for the purpose of concluding the business of the company during the three year settlement period established by law, which is suitable for companies that have operations abroad. Otherwise, the directors act as trustees of registered society for the purpose of liquidation.
-Model of Articles of Incorporation are available upon request.
ABOUT THE AUTHOR: Gabriel Aguilar
Gabriel Aguilar is an attorney, member of the Panamanian Association of Industrial Property Law, President of the Panamanian Association of Regulatory Law and the Panamanian Association of Pharmaceutical Manufacturers. He was President of the Insurance Law Commission of the National Bar Association from 2004 up to 2007, and he is member of said Commission, as well as Consultant of Crop-Life International.
Copyright Abogados Lombardi Aguilar Group
More information about Abogados Lombardi Aguilar Group
View all articles published by Abogados Lombardi Aguilar Group
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
