Corporate Law Service in Panama
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Corporate Law at J. Gavrilidis
Law Office of J. Gavrilidis offers its clients the service of incorporating anonymous societies, limited liability companies (LLCs), private interest foundations, and corporate services in the Republic of Panama.
Opening of Stock Companies in Panama
The law that regulates anonymous societies in Panama is Law No. 32 of 1927.
Panamanian anonymous societies must have a minimum of three directors, who can be natural persons of any nationality or legal entities. Directors can also serve as officers. It is necessary to appoint a President, a Secretary, and a Treasurer. It is important to emphasize that one person can hold each of these positions.
Among the most important characteristics of a Panamanian anonymous society is that it can engage in any lawful activity, provided that it is a legal activity. Meetings of directors and shareholders can be held anywhere in the world.
Panamanian companies cannot engage in banking, trust management, insurance, or fund administration businesses without the prior approval of the local regulator. They also cannot act as investment funds, collective investment entities, or perform any other activity that may imply an association with a business in the fields of banking, finance, stock market, fiduciary, or insurance.
Panamanian anonymous societies must have a minimum of three directors, who can be natural persons of any nationality or legal entities. Directors can also serve as officers. It is necessary to appoint a President, a Secretary, and a Treasurer. It is important to emphasize that one person can hold each of these positions.
Among the most important characteristics of a Panamanian anonymous society is that it can engage in any lawful activity, provided that it is a legal activity. Meetings of directors and shareholders can be held anywhere in the world.
Panamanian companies cannot engage in banking, trust management, insurance, or fund administration businesses without the prior approval of the local regulator. They also cannot act as investment funds, collective investment entities, or perform any other activity that may imply an association with a business in the fields of banking, finance, stock market, fiduciary, or insurance.
Taxation
Panama follows a territorial tax system, which means that income generated outside the national territory is not subject to taxation in the country.
Share capital
- The standard share capital for Panamanian companies is $10,000, which consists of 100 common voting shares with a par value of $100 each. This capital can be expressed in any convertible currency.
- The minimum issued capital shall be one share with or without par value.
- Non-voting shares, common shares, and preferred shares are allowed.
Domiciliation
A company existing under the laws of another country can continue its existence as a Panamanian company.
Likewise, an existing Panamanian company can continue its existence under the laws of a foreign country, provided that the laws of that country allow for the admission of foreign companies.
Private Interest Foundations in Panama
The Law that regulates Private Interest Foundations in Panama is Law No. 25 of 1995.
Panamanian foundations are a useful legal structure under civil law for asset management and planning.
Foundations cannot be used for commercial purposes, but they can maintain an interest in a company engaged in commercial activities and are subject to Panama’s Anti-Money Laundering regulations.
By law, all individuals involved with the foundation are required to maintain confidentiality. Any unauthorized disclosure in this regard will be subject to legal sanctions.
The administration of a Private Interest Foundation is the responsibility of the Foundation Council, which consists of a minimum of three individuals. A company can also act as the founder and sole member of the Foundation Council.
A Private Interest Foundation may have one or more protectors. Under foundation law, it is the role of the Protector to oversee and, if necessary, intervene in the actions of the Foundation Council. The Protector can also receive voting rights on decisions of the Foundation Council.
Panamanian foundations are a useful legal structure under civil law for asset management and planning.
Foundations cannot be used for commercial purposes, but they can maintain an interest in a company engaged in commercial activities and are subject to Panama’s Anti-Money Laundering regulations.
By law, all individuals involved with the foundation are required to maintain confidentiality. Any unauthorized disclosure in this regard will be subject to legal sanctions.
The administration of a Private Interest Foundation is the responsibility of the Foundation Council, which consists of a minimum of three individuals. A company can also act as the founder and sole member of the Foundation Council.
A Private Interest Foundation may have one or more protectors. Under foundation law, it is the role of the Protector to oversee and, if necessary, intervene in the actions of the Foundation Council. The Protector can also receive voting rights on decisions of the Foundation Council.
Asset Protection
Foundations can be used for estate planning. A transfer of assets to the foundation may be annulled within a period of three years after the transfer if it is found that the transfer was made with the intention to defraud creditors.
Tributación
Foundations are exempt from all Panamanian taxes on assets held by the foundation outside of Panama and all income generated from sources outside the country.
Limited Liability Companies (LLC)
The law that regulates Limited Liability Companies (LLC) in Panama is Law No. 04 of 2009.
A Limited Liability Company (SRL) is a business entity that can be used to carry out all types of lawful activities, whether commercial or private in nature. It can be formed by individuals or legal entities of any nationality, and the liability of the members is limited to the amount of their contributions. The social capital does not need to be fully paid by the members at the time of the company’s formation, and it can be denominated in any currency. Unlike corporations, the identity of the members must be registered and made public. Adding new members requires an amendment to the Articles of Incorporation.
A Limited Liability Company (SRL) is a business entity that can be used to carry out all types of lawful activities, whether commercial or private in nature. It can be formed by individuals or legal entities of any nationality, and the liability of the members is limited to the amount of their contributions. The social capital does not need to be fully paid by the members at the time of the company’s formation, and it can be denominated in any currency. Unlike corporations, the identity of the members must be registered and made public. Adding new members requires an amendment to the Articles of Incorporation.
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