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, the minimum registration tax would apply.
A corporation has the ability 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. Shareholders identity is not registered at the Panama Public Registry. The Panama Corporation’s shares are always issued through private documents, nevertheless, the Resident Agent of the corporation is obliged to know at all times the identity of the shareholders. This information is for the lawyer and law firm privates files. Bearer share certificates are still valid in Panama, however, due to a “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 to an authorized custodian (such as our law firm) the original share certificate(s) 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.
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.
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. The management, administration and business of the corporation is administered and conducted by a Board of Directors. The board of Directors usually are the ones in charge of the day to day control and management of the affairs of the corporation. It is not necessary for the members of a Board of Director to be shareholders or Panama Residents. 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.
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 3 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 would be from our staff and will not participate in any way in the corporation activities.
Panama Corporations must have a Registered Agent, also called Resident 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 Resident Agent may be replaced by means of an amendment to the Articles of Incorporation.
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.
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$ 250 per year.
