Register Panama Offshore Company
Legal form: 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).
Name of the company: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$250 (being increased to US$300 as from 2006).
The share capital: There is no minimum capital, and no paying-up rules, except that no-par-value and bearer shares must be fully-paid when issued. Usual authorized capital is US$ 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.
Directors of the company:A minimum of three directors is required. The names and addresses of the directors is part of the public record and therefore nominee directors are usually appointed at incorporation. Panama offshore companies require officers for the position of President, Treasurer and Secretary. These may be natural persons, corporations or other entity. An officer may hold more than one position, but the President and Secretary should not be the same person. There is no maximum to the amount of officers appointed. The Director can be an officer of the company.
Registered office: A non-resident Panama Corporation must maintain a registered office and Registered Agent in the Republic of Panama.
Taxation: Panama does not impose taxes on any income or dividends generated by sources outside the country, even if the operations are handled from offices established in Panama. The corporation which does not carry out business in Panama, or which operates outside of Panama from an office located in Panama is not obliged to file an Income Tax Return form.
Audit and financial returns: There is no requirement to prepare, maintain or file financial statements or annual returns. If the directors decide to maintain such accounts, they may be done anywhere in the world.Meetings: 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.