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Panama Corporations - Incorporation Information
legislative source |
public information | private
information | incorporation |
taxes and duties | advantages & disadvantages
Law 32 (February 26, 1927)
| Status: |
Corporations
are registered at the Public Registry, as a legal entity.
|
| Available: |
All information contained in the
Articles of Incorporation, which are filed in the Public Registry (as well
as any amendments thereto) are available to the Public. This
includes all of the details indicated below. |
| Name: |
The name must
include a word or ending which indicates that it is a Corporation, such
as Inc., Corp., S.A. or AG. It may be in any
language, but must be in the Latin Alphabet. |
| Authorised Capital: |
A Corporation
may be established with any authorised capital in any currency.
Corporations are usually incorporated with a capital of $10,000.00, but
may be incorporated even with shares of no par value.
Corporations
which are incorporated with a capital over $10,000.00 pay an additional
registration fee.
The law does
not establish any "maximum" for the authorised capital, which leaves the
capital entirely to the discretion of the parties. |
| Subscribers: |
The Articles
of Incorporation should be subscribed to by two persons. These two
people may transfer their subscription rights to another person - that
is, the right (and duty) of each of them to subscribe to one share of
the company. |
| Board of Directors |
The names and
addresses of the members of the Board of Directors is available
publicly. |
| Composition of the Board: |
The Board of
Directors may be composed of natural or legal persons. In any
case, it must have at least 3 members, of any nationality and with
residences in any country. |
| Officers: |
The Corporation should have a President
(usually the Legal Representative), a Secretary and a Treasurer.
It may have such other officers as the Board of Directors deems
convenient. A person may hold more than one office (for example,
be the president & secretary of the company). It is not
necessary to be a member of the Board of Directors in order to be an
officer. |
| Registered Agent: |
The Corporation must have a Registered
Agent, which must be a lawyer or law firm in Panama. (For more
information see the law
which regulates legal practice in Panama). |
| Registered Office: |
The company may have its office
anywhere in the Republic of Panama or overseas. |
| Shareholders: |
After the
subscribers have transferred their subscription rights (or not, as the
case may be), the shares of the company are issued by resolution of the
Board of Directors. The shares may be issued to any person
(natural or legal). |
| Bearer or Registered Shares |
It is possible
for a Panamanian Corporation to issue registered or bearer shares.
Registered shares are those which are issued to a specific person (i.e.
Tom Jones), whereas bearer shares are simply issued to "the bearer",
similar to how a dollar bill is issued. |
| Bylaws: |
The Corporate Bylaws are not available
for the public to read. |
| Minutes: |
All minutes from meetings are privately
held by the Shareholders or Directors, and do not need to be filed at the Public
Registry, unless the Minutes include some amendment to the Articles of
Incorporation, in which case an extract of the relevant part of the amendment
must be filed. |
| Records: |
All financial records and other
corporate books are completely private. |
| Time: |
A corporation takes approximately 3 days to establish
in the Public Registry. |
| Shelf Companies: |
It is possible to establish and hold shelf
corporations, but the board of directors will be the law firm's nominee
directors, rather than directors appointed by the client. If the
client would like to have their own board of directors, it is better to
incorporate a new company, since the change of Board of Directors must
be filed with the public registry and takes 4-5 working days to be
filed, while a new incorporation takes less time. |
| Tax Registration: |
It is necessary to register the
Corporation with the Tax Department in Panama after incorporation, in
order to ensure that in the following years the Annual Renewal Fees (Tasa
Única) are correctly applied to the Corporation, so that it is kept in
Good Standing. |
| Seal: |
The Corporation may adopt a seal or
stamp, but there is not requirement to do so. |
| Travel to Panama: |
It is not necessary to travel to Panama
in order to establish a Panamanian Corporation. You do need to
provide the following information: company name, names and addresses of
each director (minimum of 3), officers of the company (President /
Secretary /Treasurer), and instructions of how to issue the company
shares. |
| Capital Duty: |
There is no Capital Duty payable on the Corporation,
although at incorporation the Public Registry Fees for incorporation are
established according to the amount of the authorised capital.
|
| ARF: |
Every year the Corporation must pay the
Annual Renewal Fees,
including the Government Fees of $300.00 (Tasa Única). |
| Tax Returns: |
Panamanian Corporations
are not required to prepare or file annual tax returns in Panama, unless
they receive income from a source in Panama (for example, from rental
properties). |
| Tax Treaties: |
Panama is not a member to any double tax
treaties, nor does it have any arrangements for the exchange of
information with other tax authorities internationally. This may
or may not be to the benefit of a beneficial owner. |
| Property Taxes: |
Where a Panamanian Corporation owns real
estate in Panama, it will be subject to Property taxes, like any other
person in Panama. For more information regarding Panama's property
taxes, please see
our real
estate section. |
| Transfer Taxes: |
Where a
Panamanian Corporation transfers land in Panama, this transfer is not
exempt from the land transfer tax (2%). While property in Panama
may be transferred to the Corporation in exchange for the company shares, this
transfer will still be subject to
the 2% land transfer tax.
Nevertheless,
any transfer made to the Corporation of other types of
assets (money, securities, etc.) are not subject to transfer taxes. |
| Exchange Controls: |
Panama has no
exchange controls, since the currency in circulation locally is the US
Dollar. Given the country's strategic location with respect to
shipping and trade, Panamanian banks generally accept wire transfers in
any currency, although it is not possible to have accounts in all
currencies. Major currencies are generally accepted in Panamanian
banks. |
| Beneficial Owners: |
Any person
(natural or legal, minor or of legal age) may be a beneficial owner of a
Corporation, even if they are a minor. It is also possible to
issue the shares of the Company to a Foundation or Trust, or to another
corporation. |
| Perpetuity: |
It is possible to establish a Corporation with no end
date, so that it is perpetual. |
| Liability: |
Limited liability - according to the Authorised and
Issued Capital of the corporation. If the company has only issued
$10,000.00 of shares, the liability of the shareholders is only to have
paid in this $10,000.00. The shareholders are therefore only liable for
unpaid capital. |
For more information regarding Panamanian Corporations and our services,
please see Panamanian Corporations.
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Last modified
26-Sep-2007 17:38 -0400
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