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Corporation law of the Republic of Panama provides that any two
natural persons acting as the organizers and the subscribers may
appear before a Notary Public to organize and constitute a corporation
(In Panama Public Notaries govern most entities under the direction
of a government institution).
It is the usual practice for natural or juridical persons outside
of Panama to accomplish the formation of a Panama corporation through
a local Panamanian law office, a trust company, or a professional
management services firm. For the purpose of drafting necessary
documents, the following simple information and particulars are
supplied by the client to the incorporations:
- COMPANY NAME. A preferred name, expressed in
any language, that must also include a corporate ending such as
"S.A" (Anonymous Society), "Corporation" or
"Corp", "Incorporated" or "Inc.",
"Limited" or "Ltd." to clearly denote that
they are incorporated companies.
- OBJECTIVES. Panama corporation intentionally
provide a very broad scope of activities, it is not unusual to
include one or more articles which deal specifically with the
client's intended objectives.
- CAPITAL. A Panamanian corporation is express
its "Authorized Capital" with no minimum to be paid
in.
- SHARES. May be used to "Bearer",
or in "Nominative form. Preferred, Class A, Class B, voting,
non-voting and other shares structures are also permitted.
- SUBSCRIBERS. Local nominees usually act as
the organizers and subscribers for incorporation purposes.
- DIRECTORS. A minimum (with no maximum) of three
directors is required. These may be of any nationality, residence
or occupation. It is general practice to employ local nominees
for this purpose. Juridical persons (other corporations or entities)
can also act as directors.
- BOARD. A President, a Treasurer, and a Secretary
are required. These may be natural or juridical persons, and there
are no requirements as to nationality, residence or occupation,
While one person may hold more than one office, it is customary
that the President should not also be the Secretary. One of the
officers is usually named Vice-President. There may be as many
Vice-Presidents as required. Managers may also be named if desired.
Local nominee directors and officers are customary.
- DOMICILE. A Registered Agent domiciled in Panama
is required and by law must be a practicing lawyer or law firm.
Domicile of registry is not the domicile of "Business".
Owner of corporation may have the company's business domicile
anywhere in the world. Incorporating and Management Firms usually
name their own lawyer as the Resident Agent, but they do not act
as business offices for the corporation.
- TIME OF INCORPORATION. Time incorporation can
be anywhere between 5 to 8 working days.
- CORPORATE SEALS AND MINUTES BOOKS. Both Corporate
Seals or Minutes Books are not required, especially if the corporation
does not operate in Panama. Owner or his/her client may want to
create their own seals, and carry their own books usually at the
place of business of the corporation (business office).
- CHARGES AND FEES. The all-in cost for formation
of a standard format Panama corporation will vary depending upon
the agent retained by the client for the purpose. Prices includes
Articles of Incorporation, English Translations of Documents,
issuance of a Power of Attorney, Share Certificates, Nominee Directors
for one year, Resident Agent for one year, and Registration Address.
It will not include Certificate of Incorporation with Apostille
which is optional and requested/obtained after incorporation.
- DURATION. The corporation may have a limited
or unlimited life; however, it is customary for the "duration"
to be perpetual.
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