Panama Offshore Corporations

FAQ

Frequently Asked Questions about Panama Offshore Corporations


Incorporation Time Frame

How long does it take to incorporate a Panama Offshore Company?
Our Firm can have the corporate documents ready to be sent in approximately 5 business days.

About being present in Panama for the Incorporation.

Is it necessary to come personally to Panama to incorporate the Company?
No. It is not necessary to be present in Panama for incorporating a Panama Offshore Company.

About the Authorized / Registered Capital.

What is the Authorized / Registered Capital?
The Authorized Capital is a nominal figure which represents the average amount of assets held by the corporation. The minimum authorized capital according our law is US$10,000; however, this does not limit the corporation for making transactions below or above the US$10,000.

Is it necessary to pay or deposit the Authorized or Registered Capital of US$10,000?
No. This is just a nominal figure. It is not required for said Authorized Capital to be paid or deposited in any of its parts.

It is possible to register the corporation with a higher Authorized Capital?
Yes. It is possible to register the corporation with an authorized capital higher than US$10,000. In this case, it will be necessary to pay an extra registration tax fee depending of the amount of the Authorized Capital.

It is possible increase the authorized capital in a future?
Yes. It is possible to increase the authorized capital in a future, in this case it will be necessary to modify the articles of incorporation registered at the Panama Public Registry.

About the payment options.

How do we pay for the incorporation services?
It is possible to make the payment by Bank Wire Transference, Visa and MasterCard credit cards as well as Western Union or similar companies. Please contact us in order to provide payment details and instructions.

About the annual maintenance.

How much are the annual payments for the corporation?
The only tax payment that Panama Offshore Corporations are required to pay annually is the Annual Franchise Tax of US$300. Our fees for being the Resident Agent of the Corporations are US$ 250 per year. Nominee Directors services are charged additionally. * Local service taxes apply.

Who pays the annual taxes for my corporation?
Our Firm, as Resident Agents of your corporation takes care of paying the annual taxes; we will inform and remind you beforehand in order to make the payment with time and have your corporation in good standing.

About tax responsibilities in Panama.

Do I have to pay taxes in Panama for my corporation?
No, as long as the corporation activities are performed outside the Panama Territory the only tax responsibility shall be the annual franchise tax.

Do I have to pay taxes for the Interest of a bank account that the corporation has in Panama?
No, only income or profits generated within the geographic territory of Panama are subject to tax. Any profit obtained from activities outside of Panama, such as transfers or acquisition of securities, management of bank accounts and investments, the transfer or sale of real property or chattels, and the dividends received from companies operating abroad, will be exonerated from Panamanian taxes.

About the corporation books.

Can I keep the books of the company or they have to stay in Panama?
Our laws does not require for the corporation books to be issued or kept in Panama. You can keep the books in your country. According to this provisions, the Minutes Book and the Shares Book can be obtained by the client in any library or kept by electronic means due to the fact that they no longer need to be registered or sealed in Panama. In other words, the client is entitled to obtain these books directly and keep the records on his own and in his own country.

About the Corporation Resident Agent.

What is the corporation Resident Agent?
According to our law, corporations must have a Resident Agent that must be a Panama Lawyer or a Panama Law Firm. The Resident Agent of the corporation is the link between the Panamanian government and the corporation. Usually Resident Agents takes care of paying the annual taxes of the corporation as well.

Who will be the Resident Agent of the Corporation?
When incorporating a Panama IBC through our Firm, Mata & Pitti will be the Resident Agent of your Panama Corporation. As Resident Agents we will take care of paying the corporation annual taxes as well as any legal assistance you require in Panama for your corporation such as changes to the articles of incorporation, preparation of Board of Directors resolutions, Powers of Attorney, etc.

Is it included in your incorporation cost the Resident Agent fee for the first year?
Yes, in our quotation is included our fees as the Resident Agents of the Corporation in Panama and Registered Office fee for the first year of incorporation.

Can we change the Attorney / Resident Agent?
Yes, if you desire in the future to change the Resident Agent, you are free to do so and it is totally possible. In this case, it will be necessary to modify the articles of incorporation. The new Resident Agent can take care of these modifications. Our firm can also take over an existing Panama corporation registered by a different Resident Agent if you want to change the administration from them to Mata & Pitti .

About the Panama Public Registry.

What is the Panama Public Registry?
Corporations in Panama are registered through the Panama Public Registry. This is the official government institution in charge of company registrations and all other legal procedures that are required by law to be Public in Panama.

Are the articles of incorporation registered in the Public Registry?
Yes; Articles of Incorporation are recorded at the Panama Public Registry, therefore all the general information regarding the corporation is available at the Panama Public registry, including the Directors identities.

Are the shareholder’s identities and personal information registered at the Panama Public Registry?
No, the information regarding the shareholders is not registered. Share Certificates are issued strictly and only through private documents.

What if we don’t want our names to be registered in the Public Registry?
In order to keep anonymity we could provide a Nominee Board of Directors for your corporation.

About the Directors / Officers.

What is the Board of Directors?
The management, administration and day to day business of the Corporation is administered and conducted by a Board of Directors, composed of at least of three members of full age, of any nationality. Usually directors are as well officers of the corporation (president, secretary and treasurer).

Is the identity of the 3 member of the Board of Directors public?
Yes, the Directors-Officers identities are public and are registered at the Panama Public Registry.

Is it necessary for the Board of Director Members to be shareholders?
It is not necessary for the members of a Board of Directors to be shareholders.

Can I be appointed as President, secretary and treasurer?
According our law, the Panama Corporations require a minimum of 3 Directors / Officers. They must be 3 different persons; it is not possible for one person to be appointed for the three charges.

Can I appoint my own directors?
Yes, they can be of any nationality and resident in any part of the world.

If we appoint our Directors, what information or documents do your require from them?
In this case, we will require their complete name, address and simple copy of their passports or official ID for our Firm private files.

About our Nominee Director Services.

Do you provide nominee director services?
Yes. In this case the 3 Directors appointed would be persons from our staff. Said nominee directors will not participate in any way in the corporation activities. They will just act on behalf of the client, following its instructions.

How do I control the corporation if Nominee Directors are used?
In these cases you will require a General Power of Attorney in order to grant you the power to act individually on behalf the corporation. This document can be issued as a private separate document in order to maintain private the identity of its holder.

Is it possible to change the Nominee Directors in the future?
Yes, it is possible to change directors; in this case it will be required to modify the articles if incorporation registered at the Panama Public Registry and to appoint the new Directors replacements.

Do you provide resignation letters when Nominee Directors are appointed?
Yes, in order for you to be free to change the nominee directors appointed by our Firm in the future, our Firm provides undated letters of resignation signed by the directors.

About the Shares, the Share Certificates and the Shareholders.

Is it possible to issue bearer share certificates?
Correct, according the Panama law it is possible to have bearer share certificates, nevertheless, we, as Resident Agents of the company in Panama are required by law to know the identity of the beneficial owner of the company. Also a company with bearer share certificates has now to comply with custodial arrangments as per law 47 of 2013.

Regarding this point, it is important to note that the Panama parliament approved on April 23, 2015 a law (Law 18 of 2015) that speeds up the entry into force of the -Bearer Shares Immobilization law- (law 47 of 2013). From now on, all new corporations issuing bearer shares shall state on its Articles of Incorporation that they “commit into the custodial arrangements of its bearer share certificates according to the law 47 of 2013″, and they shall deliver the original share certificate(s) to the custodian (the Resident Agent or a custodian duly authorization according to our laws) along with a sworn declaration signed by the shareholder. Existing corporations with bearer share certificates would have up to December 31, 2015 to either: Re-issue its share certificate in Nominative form, or, commit to the custodial arrangements of its bearer share certificates according to the law 47 of 2013.

What is the difference between bearer share certificates and nominative share certificates?
The main difference is that in the bearer share, the owner is the person that physically holds and has the possession of the share. In nominative form, the shares clearly states who is the owner. Nevertheless, as mentioned in the above point, said flexibility of a bearer share certificates it is now limited as it has to be held by an authorized custodian in Panama.

Bearer or nominative share certificates, which one do you recommend?
We would suggest to issue nominative share certificates due to the fact the nominative share certificates are still private documents therefore the shareholder identity would not be exposed at any public documents and does not require custodian services.

Are the shareholders the maximum authority of the corporation?
Yes, shareholders are the maximum authority of the corporation. They are above the Directors-Officers of the company.

Is the shareholders information registered at the Panama Public Registry?
No, the information regarding the shareholders of the corporation is not registered at the Panama Public Registry or any public documents. Share Certificates are issued only through private documents.

Is it possible to have two share certificates?
Yes, it is possible to issue two or more share certificates, for example two certificates of 50% each, or 80% and 20%. The distribution is up to you.

About the Corporation Name.

Are there any requirements for the Corporation Name?
The name of the corporation, may be in any language, however, must include at the end a word or abbreviation which indicates that it is a corporation, such as: S.A. (Sociedad Anonima in Spanish), Inc, Incorporated, Corp, Corporation. The word Limited or its usual abbreviation Ltd will not be suitable for this purpose.

How do I know if the Corporation name is available?
Please send us the name alternatives and we will check the availability at the Panama Public Registry, free of charge.

About opening a bank account in a bank outside Panama.

Can I open a company bank account in a bank outside Panama with the documents you provide?
Yes. According to our laws, a Panama Corporation can establish a bank account in any country of the world. We will provide in our corporation package all necessary documents in order for you to open a bank account. Each bank will require different documents. However, the documents usually required are included in our package. If you require a special document, we will be glad to assist you in order for you to comply with the bank requirements.

About opening a Panama Corporate Bank Account.

Is it possible to open a bank account in Panama for my corporation?
Yes, it is possible.
Do you provide bank introduction services in order to open a bank account in Panama?
Our Firm can refer high rated banks in Panama or abroad, however, the bank account opening procedures shall be discussed and arranged directly between the client and the banks. Our Firm does not act as intermediary for these procedures, we only can assist if any specific corporation legal documents are required by the banks.

Do I need to come personally to Panama in order to open the bank account?
Yes, banks in Panama are required by law to know their very well their clients. For this reason it is required for the client (account signatory) to come personally to Panama in order to have a brief personal interview with the bank, this will facilitate the account opening procedure. Usually a short trip of one or two business days is sufficient. It is important to note that all the information provided to a bank is private.

What if I cannot personally go to Panama for opening the bank account?
In this case, the procedure shall be made directly between you and the bank. Our Firm only provides bank introduction services for clients that come personally to Panama for this purpose.

How long does it take to open a corporate bank account in Panama?
According to our experience if all the documents and references provided to the bank are in order, the account opening procedure can take approximately 3 weeks (starting once all the documents are completed and presented to the bank).

What are the required documents by the Panama Banks in order to open an account?
This would really depend on each bank, nevertheless, according to our experience it will be necessary for the account signatory to provide original personal bank references and personal commercial references, also, the bank will require documents proving the origin of the funds and documents proving the business activities of the corporation. Please contact us in order to provide the complete list of requirements usually requested by the banks in Panama.

Have a different question?

Feel free to email us if you have any further inquiries. We will be glad to assist and guide you through the process of incorporating your Panama Offshore Company.