Legal Bases

Law 32 of 1927

Law 43 of 2013

Law 51 of 2016

Law 52 of 2016

Due Diligences

Lawyers are obliged by Law to follow "Known Your Clients" policies and can disclose the information if the competent authority requires it.

Company Names

The name of a Panama Corporation must end with the words "Sociedad Anonima," "Incorporated," "Corporation," or suffixes such as "Inc.," "Corp.," "S.A."

Company names containing restricted words such as "Bank," "Insurance," "Trust," "Assurance," "Imperial," etc., will not be permitted unless the Company has obtained an appropriate national operating license.

Authorised share capital

Standard authorised capital = USD 10,000.
There is no statutory requirement for capital to be fully or partly paid on incorporation.

Corporate Taxation

Panama follows the territoriality principle; therefore, companies that do not carry on commercial operations in Panama are not subject to taxation in Panama.

Filing of Annual Return

There is no requirement to file an Annual Return

Accounting Records

The Panamanian Government has enacted Law 52, dated October 27, 2016, which shall enter into effect on January 1, 2017. This Law establishes the obligation to keep accounting records for legal entities.

Franchise Taxes

The annual corporate franchise tax of USD 300 (referred to as the "tasa unica.") The corporate franchise tax payment deadlines are July 15 (for companies incorporated from January 1 to June 30) and January 15 (For companies incorporated from July 1 to December 31). Late Payment Penalty: If the annual corporate franchise tax is not paid on or before the due dates mentioned above, the entity will be charged a late penalty of US$50 per year that the tax is not paid. Second Late Payment Penalty: If the annual corporate franchise tax is not paid after two "deadline" periods, the entity will be charged a second late penalty of US$300 per year for every additional "deadline" period missed thereafter.

Shares

Can be nominative shares and/or bearer shares. Bearer shares must be left with an Authorized Custodian. An authorized custodian could be a licensed bank, a Panamanian attorney (or law firm), Panamanian fiduciaries, or brokerage houses regulated by the Superintendence of the Panama Securities Market, and the custodian must be duly registered at the Supreme Court of Panama.

Shareholders

Shareholder/s of Panamanian Corporation may be natural persons or corporate bodies from any legal jurisdiction.
Panamá has a share disclosure law. Therefore, the identity of the shareholders of the companies must be notified to the Resident Agent.

Information about shareholders has to be kept in company files and is not to be filed with the Public Registry of Panamá.

Subscriber

Panamanian corporations must have two subscribers who will sign the deed of incorporation. By Law, the subscribers have the right to own one share of the Corporation. If the subscribers are individuals of our law firm, these individuals will resign to their rights to the shares once the incorporation is dully registered. If the Client wishes to appoint the subscriber or become the subscriber, he/she needs to be physically present in Panama to sign the public deed at the Public Notary office.

Directors

Panama Corporations require a minimum of 3 Directors, who may be natural persons or corporate bodies from any legal jurisdiction.
Each Panamanian Corporation must file information on its Directors with the Public Registry of Panamá.

Officers

Panama Corporations require a minimum of 1 Officer who can be the President, Secretary, and Treasurer of the company. Officers may be a natural person or a legal entity from any legal jurisdiction.
Each Panamanian Corporation must file information on its Officers with the Public Registry of Panamá.

Corporate Books

Panamanian corporations are required to keep a minute book and a stock register book dully updated.

Resident Agent

Panamanian corporations are required to have a resident agent that can be a Panamanian Lawyer or Law Firm.

Beneficial Ownership information

Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of the company and is held by the agent on a confidential basis.

Timeframe for incorporation

6/7 working days. A complete set of company documents can be delivered in 5/6 weeks.

Takeover of management & officers services for an existing Panama Corporation

Possible, following verification of Beneficial Ownership and agreement with and discharge of liabilities to previous corporate service provider in Panama.

Costs

Amount

Payment Date

Comments

Yearly resident agent fee

Yearly franchise tax

County taxes

USD 300

USD 300

USD 12

This fee is payable every year at the date of registration of the AOI

This fee is payable every year according to the corporation registration's date on January 15th or July 15^th.

Payable monthly.

Lack of payment will lead to the resignation of the Resident A

Failure to pay on time will lead to a USD 50 late fee. Lack of payment in two consecutive or alternative periods will lead to a USD 300 penalty.

This tax will depend on the type of activity and the number of activities registered.

Compliance Fee

Payable every year at the date of registration of the AOI