PANAMANIAN CORPORATIONS

An independent nation of considerable strategic importance, the Republic of Panama is located 2 hours and 30 minutes flying time south of Miami, Florida, U.S.A. The Republic of Panama is a premiere offshore financial center, which boasts over 100 licensed banks and trust companies. The official language is Spanish. The country is host to the second largest free trade zone in the world and its economy is based on trade, financial services, tourism and agriculture. Personnel fluent in Spanish and English staff professional offices. Panama's shipping registry is the largest in the world.Panamanian corporations are regulated by Law number 32 which has been in force since 1927 and amended on July 1997 by its Law-Decree No. 5 whereby the Shareholders can adopt new regulations in all existing and new companies. This law (mostly based on the Corporation Law of the State of Delaware, U.S.A.) is very flexible, providing shareholders freedom to operate their business with few limitations and requirements. (Top)



IMPORTANT FACTS

• Panamanian corporations translate to secure investments due to Panama’s long-standing reputation as a reliable economic and financial center.

• Interest earned on deposits in local or foreign banks within Panama is tax-free.

• Panamanian corporations are not required to keep assets or have bank accounts in Panama, and they may maintain assets in any country. Furthermore, no restrictions or limitations exist on any investment a Panamanian corporation may make or the use it may give to its assets and funds.

• Laws of the Republic of Panama forbid businessmen and corporations to submit their accounting records, files, correspondence or other documents to foreign authorities without previous permission from the Government of Panama.

• Currency exchange has no restrictions or controls. The United States dollar is freely interchangeable with the local currency, the Balboa. Furthermore, transfer of funds bears no levies or controls.

• Panamanian laws are specifically designed to expedite ship registration, to establish bask and reinsurance companies, to provide tax exemptions for industries and to facilitate the use of free trade zones.

• Contracts, invoices and corporate documents may be written in any language. Transportation and communication systems to or from Panama are modern and efficient.

• A Panamanian company can not be forced to divulge at any time confidential information to the Panamanian or foreign authorities. Bearer shares protects this confidentiality. (Top)



TAXATION

• Since taxes in Panama are based on a territorial principle, any and all income resulting from activities carried out by a corporation outside of the Republic of Panama is no taxable under Panamanian law. In addition, foreign source income is also exempted from dividend and capital gain taxes.

• There is no need to file tax returns or any kind of report or declaration, annually or otherwise, to the Panamanian Government for income earned from foreign sources.(Top)



REQUIREMENTS FOR INCORPORATION


A. Tailor-made Corporation- A completely new corporation formed upon client's specifications and organized in 5 working days or less.
B. Shelf Corporation - An inventory of companies previously formed is always maintained available for immediate dispatch.

Requirements and considerations when Tailor-Made companies are being incorporated :

Name: The corporate name must have the ending word Corporation, Incorporated, "Sociedad Anónima", or their abbreviations (Corp., Inc., S.A.) Name availability is checked in a few hours. Names can be reserved for 30 days at the Public Registry.

In order to expedite the process you may provide at least three name alternatives in order of preference.

Subscribers: Two or more persons may incorporate and form a company for legal activities. At the moment of the incorporation the Subscribers keep one share and then they are transferred to the owners.

Capital Structure and Shares:

• Our standard Articles of Incorporation are issued with an Authorized Capital of US$ 10,000.00 divided into 10,000 shares with a par value of US$ 1.00 each.

• It is also possible to stipulate authorized capital of non-par value shares. In this case, the Authorized Capital clause shall state that the company’s authorized capital consists of 300 shares without par value.

• Both of these alternatives trigger the lowest registration filing fees at the Panamanian Public Registry. The registration charges will increase if the company’s Authorized Capital is over US$10,000.00 or 300 shares with no par value. Information regarding the increased rates will be provided upon request.

• The number of shares to be issued and the names and addresses of the shareholders, must be provided. This does not apply when bearer shares are issued.
Directors and Officers: Panamanian Corporate law requires the appointment of a minimum of three Directors.

• Full names and addresses of three Directors and/or Officers must be provided by the client, unless our nominee Director and Officer services are requested. Corporations can be appointed as Directors.

• In addition to the foregoing, Panamanian Corporate Law states that all corporations must have at least a President, a Secretary and a Treasurer, but there may be as many Officers as deemed necessary (i.e. Vice-President, Assistant Secretary, etc.). Officers do not necessarily have to be Directors (and vice versa) and neither Directors nor Officers have to be shareholders. The Directors, Officers or shareholders may be of any nationality and the resident of any nation.

• The names of the Directors and Officers are recorded at the Public Registry. Therefore, all changes in the Board of Directors must be filed as well. The names of the shareholders are not matter of public record.

Shareholders: Bearer shares are permitted.

Registered Office/ Agent: Panamanian companies must have a Resident Agent, whom will be a Panamanian lawyer or a local forensic firm.

Books, records and corporate seal: The share Register and Minutes Book shall be kept in any country and in a way the law allows (i.e. electronic) and as long as these registers may be printed. Corporate seals are not required by the Panamanian Legislation, however, a rubber or dry seal could be adopted by the members or the directors of the Company by Resolution. Annual meetings are not mandatory.

Annual License Fees: Annual license fees payable to the Registry are US$250.00 within three (3) months after incorporation and each anniversary. No payment of the Annual License Fee carries surcharges of US$50.00 per annum.

Incorporations are classified into two periods. Due dates for each period are detailed:

Incorporation Due Date

January – June June 30
July – December December 31 (Top)