Company Registration Panama

Company and Foundation Registration Services

Incorporation Procedures

The following is applicable only to Panama Companies and Foundations

Our accountancy department will handle all your needs for the company or foundation . Ask information

Private Interest Foundation also includes a body of Regulations, which are like by-laws. Unlike the Charter of the Foundation, the Regulations remain private and confidential, they are not filed in any public registry. Therefore, it is within the Regulations that individuals typically articulate their wishes regarding beneficiaries and distribution of Foundation assets. Additionally, in this private document, a Protector may be named whose role is to oversee the activities of the Foundation Council. The Regulations may be amended at any time.

The range of benefits offered by a Foundation spans from tax advantages to asset protection. Foundations do not pay taxes on any income that is derived from investment activity outside of Panama. Assets used to fund the Foundation are considered under the law to be separate from the assets of the founder. Therefore these cannot be reached in the event of a lawsuit against the founder or beneficiaries. Similarly, these assets cannot be reached to satisfy debts owed by the founder or beneficiaries. Foundations only incur liability to the extent that they have dealt with a party directly. Therefore, if a Foundation conducts no activity beyond owning assets, it will never suffer liability of any kind.

A Foundation is established by a Founder, who may be one or more individuals or corporations. It may be created either directly or through a third party, such as a resident agent. The Foundation may be established during the Founder's lifetime or post-mortem. It is legally established when a Charter of the Foundation (which may alternatively be referred to as a Memorandum or Deed) has been drafted and filed at the Public Registry. The items that must be filed include:

  • Name and Purpose of the Foundation.
  • Name of the Foundation Council Members.
  • Address of the Foundation.
  • Appointment of a Registered Agent and
  • Patrimony

Panama Companies

LAWS

A corporation may adopt by-laws for the regulation of its internal affairs and procedures, but it is not compulsory. Should by-laws be in fact adopted, however, it is not compulsory that they be registered, but if they are registered, any amendments thereof must also be registered. By-laws may be adopted either by resolution of the shareholders or by resolution of the Board of Directors. Consequently, the by-laws may be amended by the corporate body which initially adopted them.

GENERAL POWER OF ATTORNEY

The Board of Directors may grant a general power of attorney to any person, whether or not connected with the corporation. When said power of attorney is granted to be used abroad, it is possible not to register said power of attorney to maintain the confidentiality.

RESIDENT AGENT

By law every corporation must have resident or registered agent. Our fee for acting as resident agent is satisfactory. However, the first year of the resident agent’s fee is also included in the cost of incorporation.

All annual fees and taxes must be paid promptly every year to maintain the company in good standing. Late payment will produce high penalties and strike off from the Register.

ANNUAL FRANCHISE TAX

Every Panamanian corporation has to pay an annual tax, imposed by law. The law requires corporations to pay said amount in order to remain in good standing. Good standing is taken to mean valid registration at the Public Registry of Panama.

All annual fees and taxes must be paid promptly every year to maintain the company in good standing. Late payment will produce high penalties and strike off from the Register.

An additional penalty caused by non-payment is that documents subject to registration will not be recorded nor will any certification of good standing or others be issued, except when requested by a competent authority.

 

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