Panama - Incorporation Procedure

Company Type	Time to Incorporate	Cost
Corporation	2 days	£740

 

Type of Company for International Trade and Investment

Corporations are incorporated under the Corporation Statute Law 32 of the 1927 Commercial Code.

Procedure to Incorporate

By presentation of the proposed corporation's signed Articles of Incorporation before a Notary Public who creates a Public Deed for registration at the Public Registry.

Language of Legislation and Corporate Documents

Spanish and certified English translations

Registered Office Required

Yes, must be maintained in Panama at the address of the Registered Agent

Ready Made Companies Available

Yes

Time to Incorporate

Two days, subject to name approval

Suffixes to Denote limited Liability

All Panamanian corporations must end with the suffix Corporation, Incorporated, Sociedad Anónima or the abbreviations Corp, Inc or SA. They may not utilise the suffix Limited or Ltd.

Companies which do not carry out activities within Panama and do not obtain income from a Panamanian source, are only subject to the payment of a fixed annual tax of around US$300 dollars.

The Articles of Incorporation may be subscribed in the Republic of Panama or in any part of the world and said document may be prepared in any language. The formalities required by the Panamanian Law for the incorporation of a corporation are:

• The name and address of the subscribers of the Articles of Incorporation
• The name of the company, which may not be identical to that of an existing company. This name may be expressed in any language
• The objectives and purposes for which the company is created. If the company is intended to carry out banking activities, insurance activities, to function as a trust or as a trustee, these activities have to be clearly mentioned in the Articles of Incorporation
• The amount of the company’s authorised capital, the way in which it is to be divided and the value of the shares of stock. The authorised capital may be expressed in any legal currency and the shares that compose it may have or may not have a nominal value. It is important to note that there is no obligation to disburse the capital in order to initiate with the activities of the company. The qualification of the shares of stock which integrate the company’s authorised capital, their different classes and categories if they exist and the special rights and obligations for each particular case.
• The amount of shares of stock each subscriber is engaged to subscribe
• The domicile of the company
• The number, name and domicile of the Directors and of the Officers
• Once all of the above mentioned formalities have been accomplished, the document has to be presented to a Notary Public of the Republic of Panama, who will prepare a Public Deed based on the document, which is afterwards registered in the Panama Public Registry

Panama - Company Structure Guidance

Authorised and Issued Share Capital

The standard authorised share capital is US$10,000 divided in to 100 common voting shares of US$100 each or 500 common voting shares of no par value; the capital may be expressed in any convertible currency. The minimum issued capital is either one share of no par value or one share of par value. Share Capital does not have to be paid into a bank account before the incorporation

Timescale to incorporate a Panama Corporation

Normally takes 2 days to incorporate your company and you do not have to visit Panama

Taxation

No corporation tax is levied on non Panamanian sourced income

Double Taxation Agreements

None

Financial Statement Requirements

No requirement if income is of non Panamanian sources

Directors

Both corporations and individuals may act as directors and the minimum number of directors is three. They may be of any nationality and need not be residents of Panama. Panamanian companies are also required to appoint a minimum of three officers - president, secretary and treasurer who may also be the directors

Company Secretary

A company secretary must be appointed, who may be an individual or a company. The company secretary may be of any nationality and need not be a resident of Panama

Shareholders

The minimum number of shareholders is one

Disclosure of Beneficial Ownership to Authorities

No requirement