파나마 법인 설립

파나마 법인의 세금

파나마가 아닌 다른 곳에서 얻은 소득을 가진 파나마 법인은 소득세가 면제됩니다.

파나마 법인의 주식 양도

주식의 판매자가 양도 소득세로 지불해야 됩니다. 파나마 원천 수입을 얻는 파나마 법인의 주식 양도는 매소인이 10일 이내에 세금 공무원의 구매 가격의 5%를 원천 징수하도록 요구합니다.

판매자는 5%를 파나마 전체 자본 이득 세로, 실제 금액의 정상 10% 비율을 초과하는 경우 연례 세금 신고서 제출시 판매 자는 초과 금액에 대해 세금 공제를 정구할 수 있습니다.

Legal Bases

Law 32 of 1927

Law 43 of 2013

Law 51 of 2016

Law 52 of 2016

Due Dilligences

Lawyers are obliged by law to follow the polices of "Known Your Clients" and can disclosed information if the competente authority required 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.", etc.
Company names containing restricted words such as "Bank", "Insurance", "Trust", "Assurance", "Imperial" etc. will not be permitted unless an appropriate national operating licence has been obtained by the company.

Authorized share capital

Standard authorized 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 certain legal entities that do not carry out operations that take place or have effects in the Republic of Panama

Franchise Taxes

The annual corporate franchise tax of US$300 (referred to as the "tasa unica"). The corporate franchise tax payment deadlines are July 15 (for companies incorporate from January 1st to June 30th) and January15th (For companies incorporate from July 1st to December 31st). 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.
Information about shareholders has to be kept in company files, and is not to be filed with Public Registry of Panamá.

Subscriber

Panamanian corporation must have two subscriber who will sign the deed of incorporation. By law, the subscribers have the rights to own 1 share of the corporation. In case the subscriber are individuals of our law firm, this individuals will resign to their rights to the shares once the incorporation is dully registered. If the client wishes to appoint the subscriber or be the subscriber, need to be physically present in Panama in order 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.

For information about taxes visit the following link:

https://www.kerycruz.com/en/news/taxation-in-panama

For information about fee visit the following link

https://www.kerycruz.com/en/fee-schedule

A standard set of documents of a corporation includes:

  1. Notarial Deed (Escritura Publica) filed with the Public Registry of Panama, stating the name, the registered address, the names of the Directors and amount of the share capital of the corporation – in Spanish language, certified by a Notary Public and a certified copy Apostille if required previous payment.
  2. Translation of the above mentioned document into English, certified by a Notary Public and by the Apostille. Fee to be paid by the Client
  3. Certification for the Public Registry of Panama – in Spanish language, certified by the Apostille.
  4. Translation of the above mentioned document into English language, certified by a Notary Public and by the Apostille. Fee to be paid by the Client
  5. Subscriber Shares' Transfer.
  6. Written resolution of Directors, a document confirming distribution of shares of the Company.
  7. Resignation letters (undated), signed by the Nominee Directors of the corporation.
  8. Share Certificate/s.
  9. Minute Book
  10. Shareholder Registry Book

Also, the first year domiciliation and legal maintenance of the corporation is included in its price, as described below:

  1. Local resident agent and officers services – provided for 12 months.
  2. Payment of annual fixed Government fees for first year.
  3. Director/s services – provided for 12 months.

Disclaimer: The corporation tax information contained on this document is for informational purposes only and should not be relied upon for any offshore tax consulting or otherwise any offshore tax advisory services. A professional offshore tax advisor should be hired for any and all offshore tax advisory or offshore tax consultations on offshore taxes or related issues involving offshore tax planning.