Non-Resident "Offshore" Companies

Panama is one of the leading offshore company jurisdictions in the world, there being some 200,000 Panama exempt companies currently registered. Panama is an independent country, with a population of approximately 3 million and comprising an area of about 77,000 square kilometres. Spanish is the official language, and English is also commonly spoken in urban areas. Panama is a major international trade route and financial services centre. Its Free Trade Zone is the second largest in the world after Hong Kong. Panama is also regarded as one of the world's foremost ship and yacht registration countries. Panama is also a substantial banking centre and has among the strictest banking and financial secrecy laws in the world. The Panama law is based on the Spanish civil law with some common law inspirations, especially the corporate law which was inspired by the Law of Delaware in the USA.



Panama "Offshore" Companies

Panama non-resident corporations are incorporated under Corporation Statute Law No. 32 of the 1927 Commercial Code (as amended) and complemented by the Decree Law No.5 of 2 July 1997. Panama non-resident corporations are primarily designed for use outside of Panama and may not carry on business in Panama (without obtaining appropriate licence). They are a popular choice because of their administrative ease, privacy features, tax exempt status and as they are widely recognised by the worldwide financial community. Panama non-resident corporations are commonly used for:


•    the holding / ownership of investments and assets, such as real estate or shares or other property


•    commercial transactions and international trading operations


•    asset protection vehicles


•    consultancy and personal service companies

 

FEATURES & BENEFITS OF PANAMA NON-RESIDENT CORPORATIONS

Fiscal advantages

•    Panama taxation on foreign income:   No

•    Panama stamp duty on transfer of IBC shares:  No

•    Minimum annual Panama Government License fee: US$ 300

 

Directors

•    Minimum number of directors: 3

•    Corporate directors permissible: yes

•    Local director requirement: no

•    Publicly accessible records of directors: yes

•    Location of directors meetings: anywhere

Shareholders (members)

•    Minimum number of shareholders: 1

•    Corporate shareholders permissible: yes

•    Local shareholder requirement: no

•    Location of shareholders meetings: anywhere

•    Publicly accessible records of shareholders: no

Beneficial owners (clients)

•    Publicly accessible records of beneficial owners: no

•    Shares may be held by a nominee on behalf of beneficial owner client

First Officers & Company Secretary

•    Upon formation, the following first officers are required to be appointed: President, Secretary and Treasurer (corporations or natural persons). Directors may also act as these officers. One person may hold 2 positions, but the President should not also be the Secretary.

Share capital

•    Standard Authorised Share Capital: Normally US$10,000, this being the maximum for the minimum annual Government licence fee (US$300)

•    Standard currency: USD

•    Permitted currencies: any

•    Registered shares or Bearer shares permitted

Accounts and returns

•    Requirement to file annual Accounts:  no

•    Audit requirement: no

•    Publicly accessible Accounts: no

•    Requirement to file annual company return: no

Other

•    Migration/re-domiciliation of companies to or from Panama:  yes (migration out of Panama depends on the new Jurisdiction)

•    Confidentiality: no public register of shareholders or beneficial owners / clients; and use of nominees permitted

•    Time for us to incorporate new company: approx. 3 days (plus allow time for courier delivery)

•    Requirement: licensed Registered Agent in Panama can be a lawyer or a law firm

•    Trading restrictions: cannot carry on business in Panama, unless obtains appropriate license (though it can maintain records and a bank account in Panama and engage local advisors, etc). A Panama non-resident corporation is prohibited from carrying on the business of banking, insurance, reinsurance, trust administration, fund management, collective investment schemes, etc.

•    A Panama non-resident corporation has the same powers as a natural person, including the right to sue and be sued. It is a separate legal entity with limited liability and usually has perpetual existence (though limited duration companies are also possible).

•    Name restrictions: it is prohibited (or requires consent) for a Panama non-resident corporation name to contain words such as “Bank”, “Trust”, “Building Society”, “Cooperative”, “Insurance”, “Foundation”, "University", "Fund" or which suggest the patronage of any Government. It is prohibited to use a name already in use.

•    Language of Panama name: while normally in English or Spanish, a Panama non-resident corporation name can be in any language, but must be accompanied by an approved translation in English or Spanish.

Mandatory suffix to denote limited liability: including “Corporation”, “Incorporated”, “Société Anonyme” or their abbreviations, etc. They may not use the suffix "Limited" or "Ltd".