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Panama Company Registration

The Republic of Panama is an attractive jurisdiction for investors from all around the world, primarily due to its zero tax rate.

Panama (Panama Business Formation) is one of the most desirable offshore company incorporation countries available. With an area of approximately 76,900 square kilometers, the Republic of Panama is positioned between Costa Rica and Colombia and represents the narrowest and lowest stretch of the Isthmus that connects North and South America. Panama has a population of roughly 2.4 million people, with about 52 percent of them living in cities. The official and spoken language is Spanish. English is also commonly spoken in metropolitan areas and is utilized on a daily basis in commerce and international trade.

The US dollar is the official currency of the country and there are no requirements to file corporate reports of any kind. Furthermore, the income earned from sources outside of the country is exempt from taxes.

Basic characteristics of a Panama corporation: 

  • Fast registration of a Panama company – within 24 to 48 hours.
  • Directors or shareholders of any nationality can set up a Panama company.
  • The income produced by Panama offshore company outside the territory of the Republic of Panama is exempt from paying any income tax in Panama.
  • The capital of the company does not have to be paid either partially or fully at the time of the incorporation of a Panama company.
  • There is no obligation to file annual reports, financial statements or sworn income declarations, provided that the company does not generate its income from a Panamanian source.
  • Legal entities in any country can be appointed as directors, officers or shareholders.
  • There is no obligation to hold annual meetings of the Board of Directors or Shareholders.
  • The directors and shareholders of Panama companies can meet in person, by proxy, phone or by any other electronic means.
  • Three (3) directors are required for a Panama corporation, either natural persons or legal entities of any nationality.
  • The officers (usually a President, a Secretary and a Treasurer) of a company in Panama do not necessarily have to be directors and one person can occupy one or more or all of the offices. The officers can be either natural persons or legal entities.
  • The shares of a Panama offshore corporation can be issued in nominal or bearer form. In any case, the name of the shareholder is not required to be registered at the Public Registry, so anonymity is guaranteed.
  • The corporate books may be kept in any part of the world and may be maintained in digital form or via a software program.
  • Panamanian offshore corporations can do transactions and own assets in any part of the world, without having the obligation to maintain assets in the Republic of Panama.
  • Panamanian offshore companies can undertake any type of legal business activity in any part of the world.
  • The use of Apostilles is permitted.
  • No restrictions concerning ownership of shares
  • No residence requirements for directors/officers
  • No income tax, if income is produced outside Panama
  • Total tax exemption on all and any business activities or transactions carried out outside the jurisdiction
  • No exchange controls
  • Reasonable annual registration tax and resident agent fees
  • Articles of Incorporation may be drawn up in any language

Important Things You Should Know

FAQ

The following constitute some of the most popular uses for a Panama offshore company:

  • As a holding entity for shares, bonds, bank accounts, term deposits, investment projects or any other financial or commercial title.
  • Owner of shares in other companies, whether they are Panama companies or companies in other jurisdictions.
  • Owner of immovable property, such as apartments, lots, houses or any other asset, whether movable or immovable.
  • Manager or promoter of international commercial transactions.
  • International leasing of aircraft, vehicles, machinery, vessels and others.
  • Instrument to receive and deliver loans in cash or commissions for products and services.
  • Marketing and promotion of products and services.
  • Other financial or commercial activities.

We will need the following information to incorporate a company and execute the Articles of Incorporation in accordance with Panama legislation: 

  • The company’s business activities
  • Its share capital/number of shares
  • The corporation may issue its share certificates to a bearer or in certificate form
  • The names and addresses of the directors
  • Panama Corporations must have a President, Treasurer and a Secretary and an individual may hold more than one of these positions

In order for us to incorporate an offshore company in Panama for you, we will need you to send us the following:

  • The name of the company
  • Name and address of the directors
  • Name and address of the shareholders 

Both corporations and individuals may act as directors and the minimum number of directors is three. They may be of any nationality and do not need to 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. 

Spanish together with a certified English translation 

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

After we have received the name of your company, approval of the company name can be obtained within a few hours. We will then submit the Memorandum and Articles of Association of the company to the Registrar, a certificate of incorporation will be issued and your new company will then have been incorporated. It usually takes two days for a company to be fully incorporated. 

The names of all corporations in Panama must end in Corporation, Incorporated, Sociedad Anónima or the abbreviations Corp, Inc or SA. They cannot use the suffix “Limited” or “Ltd”. The name may be expressed in any language. We can reserve your company name for up to 10 days. 

Under Panama’s Corporation Law, it is possible for a company to only be owned by one person. However, the Law requires a minimum of three officers (a president, a treasurer, and a secretary) and three directors. However, one person may hold two or more offices. It is not necessary for the directors or officers to be Panamanian nominees or shareholders.

The company must have a minimum of one shareholder and he/she can be of any nationality and may reside anywhere. The name of the shareholder does not need to be registered in the Panamanian Public Registry, thus ensuring complete confidentiality. A Panamanian corporation can either have registered shares or bearer shares. 

A registered office must be maintained in Panama at the address of the Registered Agent. 

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