Panama company incorporation process:
S.A. companies must have at least 3 directors. The board of directors appoints the President, the Secretary and the Treasurer (any one of the three can take one or more positions if this is provided for in the Articles of Association and this person is a director).
Directors are required to submit their full personal information such as name and address, to the National Company Registrar and this information is open to the public.
There are no requirements for residency of the directors who may be corporate entities. If required we can provide local (nominee) directors to ensure total confidentiality in full compliance with Panamanian Law.
Companies limited by shares should have at least 1 shareholder. Shareholders may be natural persons or corporations and there are no requirements for residency. If the potential owner of the company wishes to achieve total anonymity, we can provide nominee shareholders.
A secretary is mandatory.
No residency qualifications apply and the secretary may be either a physical or a legal person. The full name and address of the secretary is registered with the National Company Registrar.
The same person is prohibited by Law from taking the office of Secretary or President at the same time.
A nominee secretary is permitted.
The Law requires companies incorporated in Panama to have a registered office.
Standard authorised capital is $10,000 divided into 10,000 shares with the par value of $1. There is no requirement for payment of the capital. The Law does not regulate the amount of capital required to issue shares. Shares without par value are allowed.
The company is deemed operational upon the issue of at least one share with or without nominal value.
The shares may be issued as registered or bearer shares and they should be fully paid. Following the latest legislative amendments the bearer shares must be deposited with the registered agent of the company.
7 days but the delivery of the full set of documents may take additional time. Shelf companies are available.
Accounting and auditing:
Companies with no business activities in Panama are not required to prepare, maintain or submit financial statements and accounts.
Submission of financial statements is mandatory only if a company carries out business activity in Panama. If this is the case, the company must submit a tax declaration within 3 months after the end of the financial year.
A change of directors must be recorded in the corporate certificates of the company.
Every company must record details of shareholders, the number of shares subscribed, dates of allocation and payments made on the shares in the Shares Registration Ledger. Bearer shares must also be recorded in this Ledger.
Companies must keep the minutes of all meetings of directors and shareholders plus copies of all resolutions. The documents need not necessarily be kept in Panama.
Information in the registers:
In Panama information on shareholders, directors and the secretary of a company is kept in the National Company Register and is freely accessible to the public. To preserve confidentiality we recommend that nominee services are used.
If a nominee director is appointed, the beneficiary cannot be determined even if the register is open for inspection.
Beneficiary information is strictly confidential and can only be provided to the registration agent. However, in practise the functions of the registered agent in Panama are undertaken by law firms.