Panama

 

   Benefits of Panama

   The Republic of Panama is an independent nation of the junction of North and South America, best known for its canal. Panama is also a major offshore banking and financial centre, with branches of virtually all major banks from around the world.

   Its governments have always stood behind their financial services sector regardless of foreign pressures, and have used their extensive consular network to facilitate the legalisation of documents for use world-wide.

   Panama’s basic corporate vehicle is the corporation, which need not file any returns and pays an annual tax of US $150 (assuming there is no income derived from activities in Panama). Corporations pay taxes only on income derived in Panama.

   The incorporation and operation of offshore companies is governed by Law 32 of 1927, which has never been amended since its enactment and thus provides the investor with absolute certainty that the rules of the game will not be changed even in times of political conflict. It also allows the use of bearer shares and nominee directors, officers and shareholders.

   Unlike the laws of many offshore jurisdictions, there is no difference between domestic and offshore companies in Panama, and there is about 70 years of established legal precedent and case law, giving its corporations a high degree of certainty and predictability in its courts.

   Other Benefits of Panama

Total secrecy and anonymity, protected by statute.

No requirements to disclose beneficial owners.

No requirements to file annual return/financial statements or hold annual general meeting of shareholders or directors.

Full exemption from taxation on any business activity or transactions carried on outside Panama.

Speedy incorporation procedures/simple ongoing administration.

Reasonable formation and maintenance costs and fees.

Complete business privacy and confidentiality.

No minimum nor maximum capital requirements.

Minimum registration fee on capital.

Corporations may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.

Nominative or Bearer shares at owner’s option, common and/or preferred and Class of shares (Class A and Class B, voting or nonvoting), if applicable.

The shareholders, directors and officers may be of any nationality and may be residents of any country. Neither the directors nor the officers need to be shareholders.

Shareholders and/or directors may hold their meetings in any country and they may attend such meetings by proxy.

Convenient registration of vessels and ship mortgages.

Complete banking secrecy.

Law 25 of June 12, 1995, regulates the constitution and operation of Foundations of Private Interest in the Republic of Panama.

  Corporate Bodies

   Stockholders. With the exception of corporations engaged in the retail business in Panama, stockholders need not be nationals or residents of Panama. Meetings of stockholders may be held outside Panama, if so provided in the Charter. Stockholders may be represented by proxy.

   Board of Directors. There must be at least three (3) directors, but unless otherwise provided in the Articles of Incorporation, Directors need not be stockholders, nor nationals or residents of Panama. Meetings of directors may be held outside Panama, and Directors may be represented at meetings of the Board by proxy, who need not be Directors.

   The Board of Directors is elected by the stockholders, but vacancies, whether resulting from an increase in the authorised number of Directors or otherwise, may be filled by the vote of a majority of the directors.

   Officers. There must be at least a President, Secretary and Treasurer, who shall be chosen by the Board of Directors. Any person may hold two or more offices, if so provided by the Articles of Incorporation or by the by-laws.

   There is no obligation to hold shareholders or directors meetings annually or at any other interval.

   Information required to form a Corporation

   1. The name of the Corporation, with two alternatives. Name must end with a recognised corporate indicator, such as “Corporation”, “Incorporated” or “Societe Anonime”, or their abbreviations, “Corp.”, “Inc.” or “S.A.”

   2. Objectives/purposes of the Corporation, if not using our standard all inclusive clause.

   3. Description of the share capital. Standard authorised capital in Panama is US $10,000.00, divided into 100 shares of US $100.00 each. If no par value stock is desired, our standard articles specify a maximum of 500 shares.

  4. Full names of the directors (a minimum three is required) and of the officers (such as President, Secretary or Treasurer).
Additional directors and/or officers, may be appointed, if desired, and one person or entity may hold two positions, except that, for practical reasons, the president should not be the secretary at the same time. Moreover, one person or entity may be a director and not an officer and vice versa.

 

    Notes

   (1) For a copy of a full set of documents to be made apostille in the jurisdiction will cost a minimum US $

   (2) An annual franchise tax fixed at US $.....00 per company is payable to the Government within three months of registration and annually within three months of the anniversary date of registration. A surcharge of 20% is levied for late payment.

   (3) The cost for establishing a Foundation would depend on the complexities of the Foundation Charter and Regulations and the value of the initial endowment.

   We are not responsible for any forthcoming changes concerning the rules and regulations of the jurisdiction.

 

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