Panama Company Incorporation Services

The Panama International Business Corporation (IBC) is a business entity with a flexible ownership structure that offers strict privacy, tax-free benefits, and no tax reporting requirements. It is commonly utilized for various purposes, including international trade, e-commerce, holding, asset protection, and private foundations. The IBC structure is designed to provide maximum flexibility to business owners, allowing them to operate their businesses in a tax-efficient manner while maintaining strict confidentiality. With its numerous benefits, the Panama IBC is an excellent choice for entrepreneurs seeking to establish an international presence.

FORMATION AND MAINTENANCE FEE FOR THE 1ST CALENDAR YEAR

• Name check and approval
• Filling the incorporation documents with the Registrar of Companies
• A standard set of original corporate documents
• Payment of the Government fee
• Provision of registered agent and registered address for one year
• Rubber stamp

LEGAL FORM
The corporation limited by shares is the most frequently used corporate form in Panama, and is the usual choice for an offshore operation. Corporations are formed under the Law No. 32 of 1927 and the Commercial Code (Decree-Law No. 5 of 1997, Article 5). In addition to the corporation (sociedad anónima), Panama has several types of modern business entities: the limited liability company or LLC (sociedad de responsabilidad limitada); the limited partnership (sociedad limitada); and the limited partnership (sociedad limitada por acciones).

COMPANY NAME
When choosing a name for a Panama company, it is important to note that the name must end in one of the following terms: Corporation, Corp., Incorporated, Inc., or commonly used S.A. It is crucial to keep in mind that certain terms such as Insurance, Re-insurance, Trust, Mutual Fund or Bank cannot be used without obtaining a special license and the consent of the Registry. By following these guidelines, corporations can ensure that their name is in compliance with the regulations set forth by the Registry.

MEMORANDUM AND ARTICLES OF ASSOCIATION
A corporation is formed by two subscribers (or nominees in the case of absent foreign subscribers) who execute the Articles of Incorporation (Statutes) before a notary and then record them at the Public Registry Office, paying a capital tax (minimum US$60.20 on the usual capital of US$10,000). There is an annual registration fee of US$350.

SHAREHOLDERS
Following incorporation minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.

SHARE CAPITAL
There is no minimum capital, and no paying-up rules, except that no-par-value and bearer shares must be fully-paid when issued. Usual authorized capital is US$ 10,000. Shares can be of various classes, can have par value or not, may be registered or bearer. Strict regulations now apply to bearer shares: the registered agent must keep the bearer share certificate in safe custody and must notify the Registrar about such shares. A Stock Register must be kept by law. The register contains the names in alphabetical order, place of domicile and date of acquisition of shareholders, other than the holders of Bearer Shares. This register may be held anywhere in the world.

DIRECTORS
A minimum of three directors is required – SCGIBC can provide Directors if needed. The names and addresses of the directors are part of the public record and therefore nominee directors are usually appointed at incorporation. Panama offshore companies are also required to appoint a minimum of 3 officers – President, Treasurer and Secretary – who may also be the directors. Company officers can be natural persons or bodies corporate. There is no maximum to the amount of officers appointed.

REGISTERED OFFICE
For a non-resident Panama Corporation, it is imperative to have a registered office and registered agent in the Republic of Panama. Additionally, the corporation must appoint a company secretary, who can be a natural or corporate person, regardless of their nationality or residency in Panama. This person will be responsible for ensuring that the corporation complies with all relevant laws and regulations, and they will handle administrative tasks such as maintaining corporate records, organizing meetings, and filing documents with the relevant authorities. By having a competent and reliable company secretary, the Panama Corporation can operate smoothly and efficiently.

MEETINGS
Annual general meetings of either shareholders or directors of the corporation are not mandated or required. However, if meetings are held, they can take place anywhere in the world by proxy – via telephone, email or other electronic means. Any resolutions passed are valid regardless of whether they are signed on different dates or in different jurisdictions.

INCORPORATION TIME
Usually it is 6 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.

RECURRING MAINTENANCE FEES AS FROM 2ND YEAR

• Provision of registered office, agent and registered address
• Payment of the government fees

TAXATION
Panama does not impose taxes on any income or dividends generated by sources outside the country, even if the operations are handled from offices established in Panama. The corporation which does not carry out business in Panama, or which operates outside of Panama from an office located in Panama is not obliged to file an Income Tax Return form.

AUDIT AND FINANCIAL RETURNS
There is no requirement to prepare, maintain or file financial statements or annual returns. If the directors decide to maintain such accounts, they may be done anywhere in the world.

OUR SERVICES FOR THE COMPANY FORMATION IN PANAMA INCLUDE:

• Name check and approval
• Filling the incorporation documents with the Registrar of Companies
• A standard set of original corporate documents
• Payment of the Government fee
• Provision of registered agent and registered address for one year
• Rubber stamp

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:

• Notarized copy of valid passport.
• Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
• Original or certified copy of Lawyer’s/Banker’s/Accountant’s reference letter (dated within 3 months).
• In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good
• Standing (for companies registered more than 1 year).