Company formation in Panama
If you are seeking to incorporate a business in an offshore jurisdiction with independent legislation, then you can consider opening an Offshore International Business Company (IBC) in Panama.
Main advantages of incorporating in Panama
– local tax exemption for income from external sources;
– low-cost annual support;
– no minimum share capital requirement;
– the personal details of beneficiaries and shareholders are not entered in the Public Registry and are not publicly disclosed;
– any natural or legal person can be a shareholder;
– no Forex control.
Corporations in Panama are set up in line with the provisions of Law #32 (1927) and the Code of Commerce (Decree / Law #5 (1997), Art. 5).
The International Business Company can be named in a language of your choice and has to include a legal ending: Corporation, Incorporated, Sociedad Anonima, Corp., Inc., S.A. The name has to be unique with respect to the existing / reserved names of Panamanian corporations.
Registered address and local agent
Panamanian corporations are obliged to have registered office addresses in the country and local agents (attorneys or law firms). The business address (principal address) of the company can be located elsewhere. Our fee for incorporation includes a registered address in Panama and an agent for one year.
The shares of IBC’s in Panama can be issued to natural or legal persons regardless of their residence. There must be at least one shareholder. At least one share of value 100 USD has to be issued to the shareholder. Our company can provide you with a nominee shareholder, in case you need one.
Officers and directors
Every corporation set up in Panama is managed by a Directors’ Board. There must be at least three directors, no corporate directors allowed. The directors have to be of the full legal age (≥ 18 y.o.). There are no restrictions with respect to their residence. A person can hold one, two or more positions at the office. An officer does not have to participate in the Director’s Board. In case you are struggling to find 3 directors or you want extra protection of your privacy, our company can assist you by providing suitable nominees.
The standard authorized capital amounts to 10 000 USD split in a hundred registered shares of 100 USD each. With this arrangement the costs for incorporation and annual maintenance of the Panamanian company are kept at the possible minimum. Authorized capital means the cash that the company can receive from shareholders against issued shares, e.g. if the said capital is 10 000 USD, the company is permitted to issue a hundred registered shares and obtain from the shareholders at least 100 USD per share.
There are no mandatory terms for issuing shares to cover the whole amount of capital. The company may issue one share for a shareholder, then after an arbitrary time period issue other shares (for the remaining amount or part thereof) or decide to not issue shares at all. However any issued shares have to be covered by shareholders. Therefore if one 100 USD share is issued, the shareholder has to pay this amount to his company.
If a corporation formed in Panama operates outside of the country, it does not pay any local taxes, such as income, capital gain, dividend tax or corporate shares and property transfer stamp duty.
Each corporation formed in Panama is obliged to pay a renewal fee every year, from the 2nd year on. You can check our Fee Schedule for our yearly fees.
The Public Registry does not store information about beneficiaries and shareholders and such details are not publicly available. The details of the officers and directors (names, addresses) are contained in the Articles of Association and are therefore publicly available.
Our company offers nominee services to protect the privacy of clients.
Audit and accounting requirements
No legal requirements exist regarding the audit and accounting for offshore companies in Panama. The directors of corporations decide what accounting records to keep.
Annual General meeting
Annual general meetings are not mandatory. The Directors’ Board can make decisions to organise annual meetings for shareholders. These must be held in Panama unless the Articles of Association or the Rules of Procedure state otherwise.
Time required for incorporation
We can establish corporations in Panama within the same day or within several business days. We can email you the scanned Articles of Association within two working days. Five to eight more days are needed for the preparation of share certificates, resolutions, registers and corporate documents legalisation with apostil.
We keep incorporated shelf companies in the office readily available for our clients. The companies are free of business transactions. Regardless of the age of the company you buy, you can be fully confident that you are its first owner.