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, divided in 100 common voting shares at a par value of US$100 each; or it may consist of 500 shares without par value. In both cases, shall be payable the minimum registration tax.
2. Shares
A 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 Articles of Incorporation. The shares may have a nominal value but the corporation also may issue shares without par value.
According to Panama Law, shares may be nominative or to the bearer. Shareholders identity is not registered at the Panama Public Registry. The Panama corporations shares are always issued through private documents, nevertheless, the Resident Agent of the corporation is obliged to know the identity of the shareholders. This information is for the Firm privates files.
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 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. For 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 a 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.
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.
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$ 200 per year.
