! A BUSINESS CORPORATE STRUCTURE, ¡ WAY TO START OR CONDUCT BUSINESS IN PANAMA

Prepared by: PATRICIO JORDAN, ESQ. ATTORNEY AT LAW

Historically Panamá offers a fertile ground to conduct business, due to its GOD give geographical position, the Panama Canal, well established banking structure and corporate Laws, to mentioned a few.  It’s wise for any person or entity investing or purchasing real estate within the isthmus, to do it via a corporate structure. This can be achieved by either incorporating a new entity or acquiring an existing one that will be used to manage the commercial activity in all its aspects.

Panama legislation provides several different types of corporate structures, however for the purpose of this article we focus on one of them, due to its similarity with foreign corporate structures. We advice the utilization of the “SOCIEDAD ANÓNIMA”, regulated by Law 32 of 19227 and articles 417 through 473 of the Panama Commercial Code.

BENEFITS OF THE “SOCIEDAD ANÓNIMA” (CORPORATION) OPERATING IN PANAMA.

Ø  No restrictions concerning ownership of shares. Meaning, that the shareholders of the corporation are not required to be panama nationals, nor do they have to be residents of the country.

Ø  No requirements to disclose ownership

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

Ø  No residence requirements for Directors/Officers

Ø  No paid-in capital requirements. Meaning, you don’t have to physically deposit the sums in a Panama Bank in order to start operation.

Ø  No income tax, if income is produced outside Panama

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

Ø  No restrictions on Mergers, Acquisitions or Joint Ventures

Ø  No requirements to file annual Financial Statements

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

Ø  Total Secrecy and Anonymity

Ø  Reasonable Annual Registration Tax and Resident Agent Fees

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

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

Ø  The legal representatives (We recommend BUFETE JORDAN) 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.

 

METHOD OF INCORPORATION

An important part of the corporate services we provide is the fact that is not required for our client to come physically to Panama to start and complete the process of incorporating a business. BUFETE JORDAN has the technology to make this process painless for all our clients. Normally, utilizing the information furnished by the client in the Incorporation Form sent by Email, will organize the corporation using standard articles of incorporation. For Panama, normally within 20-25 days thereafter the process will be completed, and all the pertinent documents will be sent by courier to the address provided by the client, unless we are instructed otherwise.

RESIDENT AGENT

In accordance to article 2.7 of the Law 32 of 1927 every corporation must have resident or registered agent. BUFETE JORDAN fees for acting as resident agent is very competitive. We provide all you need to start your business remaining outside of Panama.

THE BOARD OF DIRECTORS

In accordance with article 49 of Law 32 of 1927 every Sociedad Anónima (Corporation) operating or have interest in Panama must be administrated and directed by a Board of directors, that should be compose of at least three members, whom should be at least eighteen (18) years old.

In accordance with the same Law cited, the Board of directors has total control and direction of the commercial activities of the Sociedad Anonima (Corporation).

THE DIGNATERIES

In accordance with article 65 of Law 32 of 1927 every Sociedad Anonima (Corporation) operating in or have interest in Panama should have at least three dignitaries:

    1.   President

2.   Secretary

3.   Treasurer

That should be elected by the Board of Directors, or by another method established by the by laws of the corporation. BUFETE JORDAN, will take care of all the process, which includes drawing up the corporation internal By Laws, the Social Pact, and registration at the “Registro Público”, of Panama, this process should not take more that 20 days to be completed. All legal documents will be sent to our client via currier, to any part of the world.

CORPORATIONS TAX OBLIGATIONS

In accordance with Title I, Chapter I articles 694 through 707 of the Panama Fiscal Code, The Corporations that are legally registered in Panama, 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.

FOREIGN CORPORATIONS OPERATING IN PANAMA

Any foreign corporation (Sociedad Anónima) can establish an office, agency, conduct business in Panama, once the entity has presented to the National Merchant Registry in Panama de following documents

1.   Social Pact (Pacto social), protocolized by dully Notary Public in Panama.

2.   Authenticated copy of the last financial balance sheet, accompanied by an Affidavit of the social capital planed to be used conducting business in Panama.

3.   Certificate of constitution and authorization in accordance with the laws of the country of origin. These documents need to be authenticated by the Panamanian consulate in the country of origin. Once received by BUFETE JORDAN, these documents will have to be authenticated by the Ministerio de Relaciones Exteriores (Department of Foreign affairs) in Panama.

Be advice that any corporation operating in Panama that haven’t complied with this law are precluded from raising any type of judicial claim in court, or requesting any service from any Panamanian institution. However, that same corporation can be sued by any person. In other words, “an illegal corporation cannot sue any one, but can be sued by any one”. Contact Bufete Jordan, we’ll take care of al legal work.

Bufete Jordan, has the judicial no how, specialized personal, and the technology, to offer an efficient, holistic, and goal oriented service, which make us the best choice to start, administrate at a legal stand point any business in Panama. For a consultation on line with a Lawyer Click here ==è http://www.datamedpanama.com/LEGAL_CONSULT_REQUEST.php contact us here ==>> http://www.datamedpanama.com/Contact_Us_English.php , or call: + (507)-6-486-6544 e-mail: medstarbilling@gmail.com