Panama – Companies Features

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SA – Sociedad Anónima, PANAMA

Corporate shareholders and directors are permitted. For corporate directors, full details about the directors of the corporate entity must be disclosed. The due diligence process is rather exhaustive for foreign-registered corporate directors.

Bearer shares are permitted and but must be deposited with a custodian (immobilized). To this effect a board of directors or assembly of shareholders must first approve a resolution authorizing the corporation to adopt the custody regime and said resolution must be registered at the Public Registry of Panama. Starting on December 31st, 2015, the incorporation charter of Panamanian corporations that do not register the aforesaid resolution shall be deemed amended “by operation of law” forbidding the issuance of bearer shares.

Requirements:

  • One shareholder (corporate shareholders are permitted)
  • Three directors (Director-President, Director-Treasurer and Director-Secretary)
  • 1 USD paid up share capital
  • One secretary
  • Registered address in Panama

 

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Example of a “Certificate of Incorporation” in Panama

SRL – Sociedad de Responsabilidad Limitada – PANAMA

Requirements:

  • Two members (corporate members are permitted).
  • No minimum capital.
  • Registered address in Panama.

KEY FEATURES OF S.A. IN PANAMA

Type of entity Sociadad Anonima
Minimum paid up share capital: US$1
Usual authorised: US$10,000
Double taxation treaty access Yes
Directors: min. 3
Local directors required No
Publicly accessible records of directors: Yes
Shareholders: Min 1
Publicly accessible records of shareholders: Optional
Company secretary: Yes
Local or Qualified: No
Requirement to prepare accounts: Yes
Requirement to file accounts: No
Audit requirements: No
Publicly accessible accounts: No
Requirements to file annual return: No
Change in domicile permitted: Yes

 

Step 1 – Approve the name

Availability of names must be cleared for use by the Public Registry. Name(s) available may be reserved, if desired, for a renewable period of 30 days at a cost of US$30.00 each.

It must end in any of the following words or abbreviations: Corporation (Corp.), Incorporated (Inc.), or Sociedad Anónima (S.A.).

Language of the name

Names may be expressed in any language using the Latin alphabet. The Registrar may request a Spanish or English translation.

Step 2 – State corporate features of your future company

You can either fill in the Instruction form or simply send us the details:

Authorised Capital

The standard authorised share capital is US$10,000 divided in to 100 common voting shares of US$100 each or 500 common voting shares of no par value; the capital may be expressed in any convertible currency. The minimum issued capital is either one share of no par value or one share of par value. Par and Non-par Value Shares, voting and non-voting shares as well as various other categories and classes of shares are allowed.

A capital stock registration fee is payable only once, upon registration of the Corporate Charter in the Panamanian Public Registry (Mercantile Section), at the following scale, based on the total authorized capital:

Directors

We provide nominee directors and officers for incorporation in Panama in the default package. You may also choose to provide us with Directors’ details. Both corporations and natural persons may act as directors and the minimum number of directors is three. They may be of any nationality and need not be residents of Panama. Panamanian companies are also required to appoint a minimum of three officers (president, secretary and treasurer) who may also be the directors. Vice President(s) and other officers are optional.

One person may hold two positions, but the president should not be the secretary as well, for practical reasons. Directors may also act as officers. Directors and officers need not be shareholders, Panamanian, or local residents or entities. In order to increase the confidentiality you may opt for Apollo nominee director’s services.

Shareholders

Provide us with Shareholders’ details. A company should have a minimum of one shareholder and the names of the subscribing shareholders will appear on public record. These can, however, be nominees and any subsequent transfer of shares does not involve official registration. In order to increase the confidentiality you may opt for Apollo nominee shareholder’s services.

Step 3 – We register your company with the features of your choice

Certificate of Incorporation is issued within one week as of the time the documents are lodged. The registration documents are shipped to our head office where your order is finalized and any additional documents are prepared.

The documents which will be included in corporate set are as follows:

  • Certificate of Incorporation in Spanish
  • Translation of Certificate of Incorporation in English legalized by Apostille
  • Articles of Corporation in Spanish
  • Translation of Articles of Corporation  in English legalized by Apostile
  • Legalized by Apostille set of copies of Certificate of Incorporation and Articles of Corporation
  • Transfers of Subscription Rights
  • Portfolio of Nominee Documents

Once the documents are ready the order is dispatched to you immediately by any courier service.

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