Panama Offshore Survey 2007 | Company Formation Survey

Updated information regarding the Panama Offshore services.

Corporation Law :

Law 32 of 26 February 1927 on Corporations, complemented by Decree Law No. 5 of 2 July 1997.

Type of company :

Anonymous Corporation

Type of company preferred for international transactions :

Corporations (IBC) and Private Foundations

Capital requirements :

No minimum paid-in capital and no time limit in which capital must be paid up.

Costs to incorporate, excluding government fees :

Very competitive costs compared to other Jurisdiction.

Annual fees paid to authorities :

US$ 300.00 (Annual Franchise Tax), irrespective of the level of the authorized, share capital.

The taxation of companies :

No tax on any transactions or business activities carried on outside Panama; no tax on any foreign source income.

Method of ncorporation :

Notarial protocolisation and registration of articles of incorporation/ foundation charter at the Panana Public Registry.

Who may incorporate :

Two persons, either individual or corporate, of any nationality, usually a lawyers or their staff Members. One person in case of a Private Foundations.  Standard practice is to use nominee subscribers.

Are ready made companies available ?

Available for immediate delivery. Company name, directors, officers and foundation council members can be changed in three to five working days.

Procedure for making changes in the corporation ?

Company name, directors, officers and foundation council members can be changed in three to five working days.

Length of time to incorporate a new company :

Time frame for incorporation is four to five working days.

Minimum members :

One.

Registered office :

Registered agent is compulsory. but registered office is not.

Can the registered office be a bank/ lawyer/ accountant's office ?

Registered agent must be a Panama Lawyer or a Panama Law Firm.

Directors and secretary :

3 directors / officers minimum (President, Secretary and Treasurer, either individual or corporate). One corporate council members enough for Private Foundations. In order to keep anonymity our Firm can appoint a nominee board of directors or a nominee Foundation Council.

Must a director/ secretary be resident from Panama ?

No.

Are Corporate Directors allowed ?

Yes.

Appointee directors/ secretary possible ?

Yes, no nationality requirements. Can be appointed by the client.

Amount of fees payable to appointee directors/ secretary :

US$ 300.00 per year (three directors / three officers).

Meetings :

Shareholders / board meetings - as established in the articles of incorporation. May be held anywhere in the world. No periodic meetings are required by law

Annual returns :

None for offshore companies and private foundations. Required only of companies operating inside the Panamanian territory.

Must financial statements of a company be audited ?

Not for offshore companies and private foundations.

Is disclosure of profits required by filing balance sheets with annual returns ?

Not for offshore companies and private foundations. Only if the company / private foundation operates inside the Panama territory.

Are there any exchange control or other financial restraints imposed upon a company ?

No exchange control. The US Dollar is the currency of Panama and US coinage circulates freely.

Companies formed in the last year :

36,627  corporations up to 31 December 2006 / 4,688 Private Foundations up to 31 December 2006

Number of companies on the company register altogether  (Up to December 31, 2006)

457,895 Active Corporations / 20,965 Active Private Foundations.

How, if any, is migration into and out of the jurisdiction achieved ?

Re-domiciliation of companies and private foundations to Panama is allowed.

Re-domiciliation out of Panama depends on new jurisdiction. Companies and private foundations remain effective in Panama if not dissolved in Panama.

Disclosure of Information ?

Panama has not participated in any treaties in reference of disclosure of information with any country or Institution. Panama as one of the world financial centres have maintained its business confidentiality in a admirable form in the past decades.

Anticipated amendments to company law over the next 12 months :

None.

Anticipated law changes regarding the Offshore Business :

There is no law in the pipeline that would amend Offshore, Corporate, Trust, Private Foundation or Banking Laws / Regulations.