Formation of an International Business Corporation in Panama
A Panama International Business Corporation (IBC) features a flexible ownership structure, strict privacy, tax exemption, and no tax reporting requirements. It is frequently used for international trade, private foundations, e-commerce, and holding and asset protection purposes.
FACTS & INFO
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 Law No. 32 of 1927 and the Commercial Code (Decree-Law No. 5 of 1997, Article 5). In addition to a 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 partnership limited by shares (sociedad limitada por acciones).
The name of the corporation must end in "Corporation", "Corp.", "Incorporated", "Inc." or, commonly, "S.A.". It cannot end in "Insurance", "Re-insurance", "Trust", "Mutual Fund" or "Bank" without special license and consent of 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.
Following incorporation, a 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.
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 authorised 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 AND COMPANY SECRETARY
A minimum of three directors is required. The names and addresses of the directors are part of public record and, therefore, nominee directors are usually appointed at incorporation. Panamanian offshore companies are also required to appoint a minimum of 3 officers - a president, treasurer and secretary - who may also be the directors. Company officers can be natural persons or corporate bodies. There is no maximum to the amount of officers appointed.
Starting Business can assist you in the appointment of nominee directors.
A company secretary must be appointed, who may be a natural person or corporate body. The company secretary may be of any nationality and need not be a resident of Panama.
A non-resident corporation must maintain a registered office and registered agent in Panama.
AGMs 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 is usually 7 to 14 working days, but we may need up to 10 working days to allow for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1,250. These include:
- Provision of registered office, agent and registered address
- Payment of the government fees
- Administrative and compliance fees
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. Corporations which do not carry out business in Panama, or which operate outside of Panama from an office located in Panama, are not obliged to file an income tax return form.
AUDIT AND ACCOUNTING
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 and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling the incorporation documents with the Public Registry of Panama
- A standard set of original corporate documents
- Payment of the government fee
- Provision of registered agent and registered address for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Panama.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three 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 one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.