PANAMA COMPANIES

 

Panama commercial law contemplates many types of corporate forms, only two of them offer the investor the comfort of having structures similar to the limited liability companies to which he or she may be used to in their countries of origin. Such corporate forms are the “Sociedad de Responsabilidad Limitada” and the “Sociedad Anónima”. In both cases, the investors (shareholders) are only responsible for their participation on the company's authorized capital and their own personal assets are fully protected and out of reach from any potential creditor the shareholder may have.

 

The S.A. has many features, of which the most important are:

• No restrictions on nationality

• No requirements to disclose ownership

• No restrictions on foreign owned investments (with few exceptions)

• No restrictions concerning ownership of shares

• No residence requirements for Directors/Officers

• No paid-in capital requirements

• No income tax, if income is produced outside Panama

• Total tax exemption on all and any business activity or transaction carried on outside the jurisdiction

• No exchange controls

• No restrictions on Mergers, Acquisitions or Joint Ventures

• No requirements to file annual Financial Statements

• No requirement to hold annual General Meetings of Shareholders or Directors

• Total Secrecy and Anonymity

• Reasonable Annual Registration Tax and Resident Agent Fees

• Articles of Incorporation may be done in any part of the world in any language

• The accounting books for the corporation could be kept in any part of the world and in any language

• The legal representatives (which could be our lawyers) holding powers of attorney to act on behalf of the company are able for any actions taken against the interest of the company and/or its shareholders

• Political stability due to constitutional elected government.

Companies doing business in Panama must additionally register before the Tax Authorities. In the event, the company is not involved in business activities in the country for the specific fiscal year (for example, when it is solely used for holding assets), formal tax registration is not required.

The normal fiscal year for companies declaring taxes in Panama goes from January 1 to December 31 of each year; filings can usually be made until the end of March of the following year. A different fiscal year can be authorized for companies that are fully owned or related to foreign entities that have a different term in their countries of registration.

It is important to conclude that the choice of corporate structure must ideally be made at the time the investment or business project is being created. This decision will have a major impact and specific consequences on the implementation of said project and if taken wisely, it will be one of the foundations for its success.

If you are planning to do business or invest in Panama, here are some Practical Forms of using a Panama Corporation .

 

Incorporation Procedure

 

The usual procedure is that the corporation will be organized using standard articles of incorporation. For Panama, normally within 10-15 days thereafter, all the pertinent documents will be sent by courier to the address provided by the client.

 

By-Laws

 

 A corporation may adopt by-laws for the regulation of its internal affairs and procedures, but it is not compulsory. Should by-laws be in fact adopted, however, it is not compulsory that they be registered, but if they are registered, any amendments thereof must also be registered. By-laws may be adopted either by resolution of the shareholders or by resolution of the Board of Directors. Consequently, the by-laws may be amended by the corporate body which initially adopted them.

 

General Power of Attorney

 

The Board of Directors may grant a general power of attorney to any person, whether or not connected with the corporation. When said power of attorney is granted to be used abroad, it is possible not to register said power of attorney to maintain the confidentiality.

 

Resident Agent

 

By law every corporation must have resident or registered agent.

 

Annual Company Tax

 

Every Panamanian corporation has to pay an annual tax, imposed by law. The law requires corporations to pay said amount in order to remain in good standing. Good standing is taken to mean valid registration at the Public Registry of Panama.

 

All annual fees and taxes must be paid promptly every year to maintain the company in good standing. Late payment will produce high penalties and strike off from the Register. An additional penalty caused by non-payment is that documents subject to registration will not be recorded nor will any certification of good standing or others be issued, except when requested by a competent authority.

 

Taxation

 

 The income tax of Panama is levied only upon net income derived from operations within the territory of the country. Income obtained from operations consummated outside Panama is not income obtained from “sources within the jurisdiction” and, therefore, is not taxable under local law.

While not providing any specific legal or tax counsel, nevertheless for some individuals or companies, Panama companies may offer specific tax advantages over other jurisdictions. Any potential client seeking legal or tax advise should consult with our legal or tax advisors.