Panama adheres to common law based on the English system. Panamanian IBC’s are incorporated under Law No.32 of the 1927 Commercial Code which was amended in 1997.
Procedure of incorporation:
The procedure for the formation of a Panama offshore company is fast and efficient. The general process is as follows:
- An application form is completed with details of preferred name and details of Beneficial Directors and Shareholders (nationality, country of residence, address, profession etc).
- A scanned copy of the passport of the beneficial directors and shareholders is required.
- An original proof of residence showing the name and address of the individual. This can be in the form of a utility bill or bank statement and must not be older than 3 months.
- Two original letters of introduction. The letter can be from a bank, lawyer, accountant or similar profession.
- At this point Eltoma will issue an invoice for a Panama Company Formation. Upon receipt of money we start the incorporation process.
- The Memorandum and Articles of Association are prepared and sent to the Registrar.
- When the Memorandum of Association is accepted The Registrar of Companies will provide the company with a certificate of incorporation.
Company administration guidelines
Shares and capital requirements:
- There is no minimum capital requirement.
- The usual authorised share capital is US$1,000 divided into 100 common voting shares of US$10 each. The capital may be expressed in any convertable currency.
- The minimum issued capital is either one share of no par value or one share of par value.
Directors and Officers:
- Three Directors and three Officers are required for a Panama Company; a President, Secretary (see below) and a Treasurer. Directors can also act as Officers.
- Directors and Officers can be any nationality and do not need to reside in Panama.
- Directors and Officers can be either corporations or natural persons. If corporations are used however all corporate documents are public information therefore it is preferable to use nominees.
Restrictions on name & activity:
- Companies cannot use or end with the following; Limited, LTD, Finance, Trust, Foundations, Insurance, Bank, Trust or Insurance.
- A registered office is not required however all Panama corporations must be registered by Agents holding offices in Panama.
- A Company Secretary is obligatory and can be be either a natural or corporate person, of any nationality and is not required to be a resident of Panama.
- Company documents are filed with the Mercantile Registry however a high degree of confidentiality is ensured with nominees permitted.