The corporation limited by shares is the most frequently used corporate form in Panama, and is the usual choice for an offshore operation. Corporations are formed under the Law No. 32 of 1927 and the Commercial Code (Decree-Law No. 5 of 1997, Article 5). In addition to the corporation (sociedad anónima), Panama has several types of modern business entities: the limited liability company or LLC (sociedad de responsabilidad limitada); the limited partnership (sociedad limitada); and the limited partnership (sociedad limitada por acciones).
The name of the corporation must end in Corporation, Corp., Incorporated, Inc. or, commonly, S.A. It cannot end in Insurance, Re-insurance, Trust, Mutual Fund or Bank without special license and consent of the Registry.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A corporation is formed by two subscribers (or nominees in the case of absent foreign subscribers) who execute the Articles of Incorporation (Statutes) before a notary and then record them at the Public Registry Office, paying a capital tax (minimum US$60.20 on the usual capital of US$10,000). There is an annual registration fee of US$350.
Following incorporation minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
There is no minimum capital, and no paying-up rules, except that no-par-value and bearer shares must be fully-paid when issued. Usual authorized capital is US$ 10,000. Shares can be of various classes, can have par value or not, may be registered or bearer. Strict regulations now apply to bearer shares: the registered agent must keep the bearer share certificate in safe custody and must notify the Registrar about such shares. 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 minimum of three directors is required. The names and addresses of the directors are part of the public record and therefore nominee directors are usually appointed at incorporation. Panama offshore companies are also required to appoint a minimum of 3 officers – President, Treasurer and Secretary – who may also be the directors. Company officers can be natural persons or bodies corporate. There is no maximum to the amount of officers appointed.
A non-resident Panama Corporation must maintain a registered office and Registered Agent in the Republic of Panama. A company secretary must be appointed, who may be a natural or corporate person. The company secretary may be of any nationality and need not be a resident of Panama.
Annual general meetings of either shareholders or directors of the corporation are not mandated or required. However, if meetings are held, they can take place anywhere in the world by proxy – via telephone, email or other electronic means. Any resolutions passed are valid regardless of whether they are signed on different dates or in different jurisdictions.
Usually it is 7 – 14 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office, agent and registered address
- Payment of the government fees
- Administrative and Compliance Fees