|IBC de Panama + Siège à Panama + Agent Agréé + Comte Bancaire à Panama + Comptabilité gratuite pour le première année (Le tout à distance, sans nécessité de se déplacer)||Annuity||Number|
|2.500 €||970 €||3||0%||$ 1||No|
|Regent Street UK Business Address with Scanned Mail||500 €|
|The head office||included|
|Online banks with IBAN in England, Belgium, Luxembourg or Lithuania||500 €|
|Offshore bank account||1.000 €|
Starting a business in Panama
Panama International Business Corporation (IBC) with a flexible ownership structure, strict confidentiality, duty-free and tax-free reporting obligations. The Panama Corporation is frequently used for international trade, private foundations, e-commerce, holding and protection of assets.
The limited partnership with shares is the most common form of business in Panama and is the usual choice for an offshore operation. Companies are incorporated under Law No. 32 of 1927 and the Commercial Code (Decree-Law No. 5 of 1997, Article 5). In addition to the company (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).
The name of the corporation shall end with Corporation, Corp., Incorporated, Inc. or, commonly, SA. It may not end with Insurance, Re-insurance, Trust, Mutual Fund or Bank without special licence and consent of the Registry.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is made up of two subscribers (or nominees in the case of absent foreign subscribers) who execute the articles of association (statutes) before a notary and then register them at the public registry office, paying a capital tax (minimum 60.20 $ US on the usual capital of 10,000 $ US). There is an annual registration fee of 350 $ US.
There is no minimum capital and no time limit within which the so-called authorised capital must be paid out. Standard practice will specify an authorized capital of 10,000 $ US, divided into 100 common voting shares with a par value of 100 $ US each. It may, however, consist of 500 shares without par value. In either case, the minimum registration fee would apply.
SHARES AND SHARE CERTIFICATES
A corporation has the ability to create and issue one or more classes of shares, with designations and preferences. Privileges, voting rights, restrictions or conditions and other rights may be provided for in the Articles. The shares may have a par value but the Company may also issue shares without par value.
The identity of shareholders is not registered in Panama's public register. The shares of the Panama Corporation are issued by means of private documents; however, the resident agent of the company is required to know the identity of the shareholders at all times. This information is intended for the private files of lawyers and law firms.
Bearer share certificates are still valid in Panama. However, due to a "Law on the Immobilization of Bearer Shares" (Law 47 of 2013), all companies issuing bearer shares must declare in their articles of incorporation that they "undertake to comply with the provisions for the safekeeping of its bearer share certificates in accordance with Law 47 of 2013. ″ They will also deliver to an approved custodian (such as our law firm) the original share certificate(s) together with a sworn statement signed by the shareholder.
The shareholders are the supreme power of the company. Their approval is required for:
- Amendments to the Statutes
- The sale, lease, exchange or transfer of capital assets
- Approval of mergers or consolidation agreements with other companies
- Dissolution of the company
The management, administration and business of a Panamanian company is administered and directed by a board of directors which, in accordance with our laws, requires a minimum of 3 directors/officers. They can be of any nationality and reside in any part of the world.
The Board of Directors is generally the body responsible for the day-to-day control and management of the company's affairs. Board members need not be shareholders or residents of Panama.
In addition, if expressly authorised by the articles of association, directors may be represented at board meetings by proxy holders, who need not be directors and who must be appointed by public or private instruments, with or without power of substitution.
DIRECTORS AND MANAGERS
Corporations must have a president, a secretary and a treasurer, who are elected by the board of directors. The common practice is for the same people to be appointed as directors/officers. For example, Director-President, Director-Secretary and Director-Treasurer.
Unless otherwise provided in the Articles, such officers may be replaced at any time by a resolution passed by a majority of the Board of Directors or shareholders. If there is a change in officers/directors, the minutes must be recorded in the public register of Panama to be legally binding.
Since the names of the 3 directors/officers must be registered in Panama's public registry, some clients prefer to have an appointed board of directors and control the company without disclosing the identity of the shareholders or beneficial owners. Mata & Pitti Attorneys at Law provide this service. In this case, the 3 appointed directors would be from our staff and would not participate in any way in the activities of the company.
REGISTRAR AGENT or RESIDENT AGENT
Panamanian companies must have a registered agent, also known as a resident agent in the Republic of Panama. According to our laws, the registered agent must be a lawyer in Panama or a law firm in Panama. The resident agent can be replaced by means of an amendment to the articles of incorporation.
When the company's operations are not carried out on Panamanian territory, our law only requires a minute book and a share/stock register as well as accounting records, which may be kept in any part of the world and may also be kept by electronic means.
THE ANNUAL FRANCHISE TAX
The only payment that offshore companies in Panama are required to pay annually is the annual franchise tax of 300.00 $ US. In addition, our firm fee for being the resident agent of the companies is 250 $ US per year.
Annual general meetings of shareholders or directors of the company are neither mandatory nor compulsory. However, if meetings are held, they may be held anywhere in the world by proxy - by telephone, e-mail or other electronic means. All resolutions passed are valid whether they are signed on different dates or in different jurisdictions.
Incorporation time is usually 7 to 14 business days, but we may need up to 10 business days for document legalization and delivery by mail.
RECURRING MAINTENANCE COSTS FROM THE 2ND YEAR ONWARDS
- Recurring and maintenance costs from the second year USD 1250
- Provision of a registered office, an agent and a registered address
- Payment of government fees
- Administration and compliance fees
Panama does not impose any tax on income or dividends generated from sources outside the country, even if the operations are managed from offices established in Panama. A company that does not operate in Panama or that operates outside Panama from an office in Panama is not required to file an income tax return.
AUDIT AND FINANCIAL REPORTING
It is not necessary to prepare, maintain or file financial statements or annual reports. If the directors decide to maintain such accounts, they may be done anywhere in the world.
OUR SERVICES AND REQUIREMENTS
OUR SERVICES FOR CORPORATE TRAINING IN PANAMA INCLUDE:
The following documents are included:
- Notary fees
- Capital registration tax based on an authorized capital of 10,000 $ US
- Resident Agent Fee
- Notary and legalization fees
- Power of attorney included in the articles of association (if necessary)
- An English translation of the statutes
- One or two share certificates issued in registered form
- Certificate of good repute of the company translated into English
- Courier costs
- Annual payment of the franchise tax of 300 $ US in concept for the first year of incorporation
When appointing the appointed directors, we will also include the following documents:
- Power of Attorney in English or Spanish, issued by the Board of Directors, notarized and certified by Apostille.
- Tree (3) pre-signed letters of resignation from each of the members of the Board of Directors.
DOCUMENTS REQUIRED FOR COMPANY TRAINING
Please provide the following documents to all directors, shareholders, beneficial owners and signing officers:
- Notarized copy of a 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 the banker's reference letter (less than 3 months old).
- In cases where the shareholders and/or directors are legal entities, a complete set of apostilled corporate documents and a certificate of good conduct (for companies registered for more than one year).
IMPORTANT NOTE: COMMERCIAL ACTIVITIES UNDER LICENCE
If you conduct an activity without the required license or authorization granted by a competent authority in a jurisdiction, STARTING BUSINESS will not be able to assist you with the creation of the business or the opening of a bank account related to such unauthorized activity.
The permitted activities include, but are not limited to: the provision of financial services involving foreign exchange trading/brokerage, derivative financial instruments and commodities and other securities; the provision of investment advice to the public; insurance and banking; the operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or brokerage; asset management; safe custody services; gambling, games of chance and lotteries.
Please contact us if you need our assistance in licensing your financial, Forex brokerage or gaming company.
Shipping business documents or bank kits to your destination requires an additional charge and will be automatically added to your order when you place your order. Shipping charges for international courier services are automatically set according to geographical areas.
- Name Verification and Approval
- Completing the incorporation documents with the Registrar of Companies
- A standard set of original corporate documents
- Payment of government tax
- Provision of a registered agent and a registered address for one year
- Rubber buffer
|Population||3 510 040,00|
|Capital city||Panama City|
|political state||Constitutional Democracy|
|The world's place in corruption||86|
|Climate||Maritime tropical; hot, humid, cloudy; long rainy season (May to January), short dry season (January to May); avg. maximum temperature (July) + 36°; avg. minimum temperature (January) + 28°.|
|Ethnic Groups||Métis (Amerindian and mixed white) 70%, Amerindian and mixed (West Indian) 14%, white 10%, Amerindian 6%|
|National Currency||Balboa / USD|
|USD exchange rates||1,00|
|GDP per capita||90|
|Credit Rating||BB +|
|The Judiciary||The Supreme Court, five main trial courts, three courts of appeal|
|The Executive Authority||Head of government: President, vice-president. Government: Cabinet appointed by the President|
|Legislative authorities||Unicameral National Assembly (71 seats)|
|Possibility to buy ready-made companies||No|
|Legal system||Based on English Common Law|
|The use of the Cyrillic alphabet in the name||No|
|Organizational and legal forms||Corporation (Sociedad Anonima ), Sociedad Limitada, Foreign Corporation, General Partnership, Foundation, ...|
|Indication of GAP in the name||Corporation (Corp.), Incorporated (Inc.) or Sociedad Anónima (SA)|
|Local Registered Agent||Yes|
SHARES AND SHARE CAPITAL
|Standard Currency||Balboa / USD|
|Information on the beneficiary shall be disclosed||No restrictions|
|The minimum amount of issued capital||No restrictions|
|The usual size of authorized capital||10,000 USD|
|Terms and conditions of payment of capital||No restrictions|
|Usual par value of shares||100 USD|
|Possibility to issue shares without par value||Yes|
|Basic rate of corporate income tax||0,00%|
|Capital Gains Tax||No|
|Details of corporate tax rates||Tax plus 25% on net taxable income or 1.17% on gross taxable income. Additional tax of 10% on after-tax branch income.|
DIRECTOR AND SECRETARY
|Minimum number of directors||3|
|The obligation for residence directors||No|
|The Director of Legal Persons is authorized||Yes|
|The data tells the local officer||Yes|
|Data field in the public register||Yes|
|The Secretary's attendance requirement||Yes|
|Secretary's residency requirement||No|
|Qualification requirements for the secretary||No|
|Legal entity as secretary||No|
SHAREHOLDER AND BENEFICIARY
|Minimum number of shareholders||1|
|The data are entered in the public register||No|
|Residency requirement for shareholders||No|
|Information on the beneficiary shall be disclosed||No|
|The information may be disclosed to the local agent||No|
|Corporate shareholders are acceptable||Yes|
|The obligation to file reports||No|
|Open access to reports||No|
|The requirement to file an annual return||No|
|Free access to the annual report||Yes|
|The reporting requirement||No|
|Treaty for the avoidance of double taxation (signatory states)||12|
|Accession to the OECD||No|