Panama Company Registrations
Second Most Popular Jurisdiction in the World: Panama is the registered domicile for over 500,000 Panama corporations & Panama foundations, making it the second most popular jurisdiction to incorporate in the world
Panama Company SA ( basic)
- Incorporation plus fees
- Lawers Fees
Panama Company Pro Starters
- Incoporation and fees
- Notary and lawyer fees
- Registered office one year
- Preparation open bank account
Panama IBC Package
|Preparation and filing of Articles of Incorporation||x||x|
|Panama Registered Agent and Registered Office fees for the first year||x||x|
|Articles of Incorporation in English and Spanish||Spanish||English and Spanish|
|Certificate of Good Standing in English and Spanish||Spanish||English and Spanish|
|Appointment of the Director (as provided by the client)||x||x|
|Appointment of the Corporate Officers (as provided by the client)||x||x|
|Resolution of the Directors Issuing Shares||x||x|
|Two Transfers of Subscription Rights Letters (one per subscriber)||x||x|
|Minutes Book of the Company||x||x|
|The authorized capital of the Company is US$10,000 divided into 100 shares of US$100.00 par value||x||x|
|Share Certificates (Qty 10)||x||x|
|Register of Directors and Officers||x||x|
|Unlimited FREE business consultations (phone and email)|
|Apostille legalization of the Articles of Incorporation and Certificate of Good Standing||-||x|
|Corporate Convenient Seal||-||English and Spanish|
|Assistance with opening a corporate bank account||-||x|
|Courier Deliver||extra 110 uds||x|
Panama Company Registrations
About Panama Company
If you would like to incorporate an offshore company in an independent offshore jurisdiction, you should consider a Panama corporation, which is also known as Panama Offshore IBC.
Major advantages of Panama Company:
•Exemption from all local taxes, when income received outside of Panama
•Inexpensive annual support
•No requirements of a minimum paid up capital
•Information about shareholders and beneficial owners is not filed with the Public Registry Office and not available to the public
•Any individual and legal entity may become a shareholder
•No foreign exchange control.
Panamanian corporations are incorporated under the Law No. 32 of 1927 and the Commercial Code (Decree-Law No. 5 of 1997, Article 5).
The name of Panama IBC may be in any language and must include one of the following legal endings: Incorporated, Corporation, Sociedad Anonima, Inc., Corp., S.A.
The name must be a different from already existing or reserved corporate names in Panama.
Office Address and Local Agent
Each Panamanian corporation must have Panamanian registered office address and Panamanian agent, who is an attorney or a law firm.
Principal office address (business address) of the corporation may be in any country.
Our incorporation fee includes Panama registered office address and registered agent for the first year.
Shares of Panama IBC may be issued to individuals or companies, who are residents of any country.
A minimum of one shareholder is required. A minimum of one share of US$100.00 must be issued to that shareholder.
If you need a nominee shareholder, our company provides such services.
Directors and Officers
Every Panamanian corporation shall be managed by the Board of Directors. A minimum of three directors is required. Corporate directors are not permitted. All directors must be individuals of full age (at least 18 years old). Residents of any country may be appointed as directors.
The Board of Directors appoints officers such as President, Secretary and Treasurer. Officers shall be individuals as well. Officers may be residents of any country. One person may hold more than one officers positions. No officer needs to be a director.
If you do not have three directors or need extra layer of privacy protection, our company is able to provide nominees.
Standard authorized capital is US$ 10,000 divided into 100 registered shares of US$ 100 each. Such capital keeps the incorporation and annual cost of Panama IBV at a minimum level.
Authorized capital is the amount, which the company may receive from its shareholders in consideration for the issued shares. For example, if a company has the above authorized capital, it is allowed to issue up to 100 registered shares and receive from its shareholders not less that US$100 for each issued share.
Panama Corporation is not required to issue all its shares for the total amount of authorized capital in any mandatory time frames. The company could issue just one share to a single shareholder and remaining shares or any part of them issue any time in the future or not issue at all.
All issued shares must be paid up by shareholders. It means, if a company issued one share of US$100.00, the shareholder must pay into his company US$100.00.
If a Panama Corporation conducts its business outside of Panama, it is exempt from all local taxes including income tax, capital gain tax, dividend tax, and stamp duty on transfer of corporate shares, and other property.
Each Panama Corporation must pay the annual renewal fee starting from the second year. Our annual fees are listed in the Fee Schedule.
Information about shareholders and beneficial owners is not filed with the Public Registry Office and not available to the public.
Names and addresses of directors and officers are included in the Articles of Incorporation. Therefore, such information is available to the public.
Our company assist clients with protection of their privacy by offering nominee services.
Accounting and Audit Requirements
There are no statutory requirements of accounting and audit for Panama offshore companies. It's totally up to the corporate directors, what kind of records they would like to keep.
Annual General Meeting
Annual meetings are not required. Board of directors may decide to conduct an annual meeting of shareholders. Such meeting shall be held within Panama unless otherwise stated in the Articles of Incorporation or By-Laws.
Time Required for Incorporation
We incorporate Panamanian corporations the same or next business days. If a client needs to get a copy of the Articles of Incorporation, we could email a scanned copy within 7 business days.
Additional 5 to 8 business days are required for preparation of resolutions, share certificates, registers and legalization of corporate documents with Apostille.
Panama Company Registrations
Private Interest Foundations
- Name check
- Incorporation plus taxes
- Notary Act
- Registered office for the first year
- Founder act
- Testament by notary
Panama Private Interest Foundations
Private Interest Foundations were originally created in Liechtenstein, as a new legal entity that brings together the benefits of the Trusts, for asset management; with the practicality of the Corporations, for its legal existence and structure.
The Private Interest Foundations (P.I.F.) were created in Panama by Law 25 of June 12th 1995, and since then, they have become a great legal instrument both for holding and protecting assets.
Panama Private Interest Foundations cannot engage in commercial businesses, although it may own investments such as real estate, company’s stocks, or bank accounts.
Our law firm has long experience forming Private Interest Foundations for our clients, either to hold real estate, company’s shares, brokerage accounts or bank accounts in Panama, as well as in other countries.
- By Law, the Private Interest Foundation’s assets are not subject of being sequestered by acts of its founder, board members or beneficiaries
- Great for Family Assets’ structures
- It is a combination of a foreign trust and a foreign company
- Differently from a Corporation, the Private Interest Foundation has no owner, but a founder (the granter) and the beneficiary (the grantee)
Not ready to take the plunge?
Last year Panama had many changes in the financial sector: the Panama papers scandal lead to greater international pressure for OECD compliance and exchange of information. There was also increased regulations introduced for lawyers and law firms, regarding bearer shares and due diligence, with registration of firms both with the Supreme Court of Panama and also with the Intendent that supervises Professionals (such as Realtors, Accountants, Casinos, Money Exchanges, Free zone and others). Furthermore, the pressure has increased against Panama to require all companies to provide accounting records.
As of January 1, 2017, Panamanian corporations that are open and operating, are required to have accounting records. They will need to notify their Registered Agent in Panama where these records are being kept.
Accounting Records for Companies & Foundations
The new rules adopted by Law 52 (2016) are for those offshore companies and foundations, even though they hae no direct business transactions in Panama.
- Company corporations – irrespective of whether or not they have bank accounts, are holding property or their purpose and function. If the company is in good standing, it is required to keep accounting records
- Private Interest Foundations – irrespective of what assets or holdings the foundation have
- Holding companies – even companies whose sole purpose is to hold share in other companies are required to have accounting records
Accounting records in Law 52 are described as “that data that clearly and precisely indicates the commercial operations that the entity has, its assets, liabilities and capital contributions.” In the Commercial Code of Panama, we find that the accounts are described as being essencial the the “Diario” and the “mayor”, and the supporting documentation. The “mayor” is the ledger , and the “diario” would be the book where you register the day to day transactions . The supporting documentation would be the invoices, cheque stubs, banking statements, contracts for sale or purchase, or other documentation. All of this data should ensure that the company can provide an updated balance sheet at any time of assets, liability and capital.Accounting records for Panamanian corporations and Foundations
The law does not specify “how” these records are to be kept, but in Panama the Commercial code establishes 2 principal ways of keeping your accounting records – manually (in accounts books) or digitally. In this second case, Panama does not recognise Excel sheets as being an acceptable digital form. It is recognised that Excel can be easily modified and does not have a double-entry system. Sage / PeachTree is typically used by businesses in Panama to run their accounting or tailored accounting programs for this purpose.
What is important is that the information MUST be kept up to date – i.e. no more than 60 days after month end.
Panama does not require that these records be maintained physically in Panama or that you hire or retain a Panamanian accountant or book-keeping firm to maintain the accounts. Nevertheless, each company must inform the registered agent which officer/director/agent (natural person, not a company) will be responsible. The company must inform where these records will be physically located. In the event of any changes (the person moves or changes), the registered agent must be informed in no more than 10 days of said change.
For how long?
These records must be kept for no less than five years after the period ends, even in the event that the company is closed down.
All clients have been sent an Accounting Records declaration form, in which the client is required to indicate:
- who is the person that will be responsible for keeping these accounting records?
- where will the accounting records be kept?
- how will the accounting records be kept – format?
The Registered Agent’s responsibilities:
The registered agent of a company is expect to:
- Have from each client that does not have their accounting records with the law office, a sworn declaration as mentioned above
- In the event of a request for accounting records from a duly authorised Panamanian official, notify the client that they have 15 days in which to comply and provide the records
- Should the client fail to comply in these 15 days, the registered agent is required by law to resign.
Other books & registers
After you have considered the matter of accounting records, you might also turn to look at other documentary requirements. Panamanian corporations are also required to maintain the following books and registers:
- Minutes book – all minutes of meetings of the Board of Directors or Shareholders – these should be in chronological order and should include signed originals. The Company Secretary should hold these.
- Shareholder Register – the register which shows who is(are) the current shareholder(s), and any previous shareholder(s). This should include details such as:
- the number of shares issued
- the share certificate number
- the payment made for the shares (fully paid or partially paid)
- the date of issue
- the name and address of the shareholder
If the company still has bearer shares, these must now be held in custody (since December 31, 2015). For more information, please see our article Bearer Share Custody. If you had bearer shares, and failed to make the change to registered shares, then you need to contact your registered agent to get the company records into order.
For more information regarding these requirements we can serve you, please contact us.