Panama Offshore
Corporations | Details
1. Capital
There is no minimum capital or time limit within the so called
authorized capital has to be paid.
The standard practice will specify an authorized capital of
US$10,000.00, divided in 100 common voting shares at a par value of
US$100.00 each; or it may consist of 500 shares without par value. In
both cases, shall be payable the minimum registration tax.
2. Shares
The corporation has the power to create and issue one or more
classes of shares, with designations and preferences. Privileges, voting
powers, restrictions or requisites and other rights may be provided by
the Article of Incorporation. The shares may have a nominal value but
the corporation also may issue shares without par value.
According Panama Law, shares may be nominative or to the bearer.
Shareholders identity is not registered at
the Panama Public Registry. Corporation Shares are always issued through
private documents.
3. Shareholders
The shareholders constitute the supreme power of
the Corporation.
Shareholder's approval is required for: the
amendments of the Articles of Incorporation; the sale, lease,
exchange or disposal of capitals assets; the approval of mergers or
consolidation agreements with other corporations and the dissolution
of the corporation.
4. The Board of Directors
The management, administration and business of the Corporation is
administered and conducted by a Board of Directors, composed of at
least 3 members of full age, of any nationality. The board of
Directors has the absolute control and management of the affairs of
the corporation.
It is not necessary for the members of a Board of Director to be
shareholders. Additionally, if expressly authorized by the articles
of incorporation, it is possible for directors to be represented at
meetings of the Board of Directors through proxy holders, who don't
need to be directors, and who must be appointed by public or private
instruments, with or without power to substitute.
According our law, the Panama
Corporations require a minimum of 3 Directors / Officers, they
may be of any nationality and resident in any part of the world. Due
to the fact that the names of the three Directors / Officers shall
be recorded at the Panama Public Registry; some clients prefer to
have an appointed nominee board and to control the corporation
without disclosing the identity of the shareholders or real owners. Our Firm
provides this service, in this case the 3 Directors appointed are
from our staff and will not participate in any way in
the corporation activities.
5. Directors and Officers
Corporations must have a President, a Secretary and
a Treasurer, who are elected by the Board of Directors. The standard practice is that the
same persons are appointed as Directors / Officers. Example;
Director-President, Director-Secretary and Director-Treasurer.
In absence of a provision to the contrary in the
Articles of Incorporation or the by-laws, such officers may be
replaced at any time by, resolution adopted by the majority of the
members of the Board of Directors or shareholders.
Any minutes changing the Officers / Directors must
be recorded at the Panama Public Registry to be legally binding.
6. Registered Agent
Panama
Corporations must have a Registered Agent in the Republic of Panama.
According to our Law, the
Registered Agent must be an Attorney in Panama or a Panama Law Firm.
The Registered Agent may
be replaced by means of an amendment to the Articles of Incorporation.
7. Books
When company operations are not performed in the Panama territory, our law
requires only a Minutes Book and a Stock / Shares Register Book,
which may be kept in any part of the world and can be kept also by
electronic means.
8. Annual Payments
The only payment that
Panama Offshore Corporations are required to pay annually is the Annual Franchise
Tax of US$ 300.00. Additionally, our Firm fees for being
the Resident Agent of
the Corporations are US$ 150.00 per year.
