Abogados en Panamá

Frequently Asked Questions

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Frequently Asked Questions

Is any language required for the name of the corporation?

No language is required for the name of the corporation. It is possible to create a corporation with a name that is not a word in any language provided that it is written in the Roman alphabet. However, the abbreviations “S.A.”, “Corp.” or “Inc.” have to appear at the end of the corporate name.

Do the directors of the corporation have to be Panamanian nationals?

The directors of the corporation may be natural persons or legal entities of any nationality, provided only that they are natural persons of full age and legal capacity.

Which is the minimum number of directors of a Panamanian corporation?

Panamanian corporations must have a minimum of three (3) directors. The Panamanian corporate law requires corporations to have a president, a secretary and a treasurer who may or may not be members of the board of directors.

Is it necessary that the shareholders of a Panamanian corporation travel to Panama in order to organize a corporation?

Our firm takes care of any and all requirements for organizing a corporation, and the physical presence of the interested parties in Panama is not required.

Which is the difference between the interested parties appointing the directors they want or having our firm provide nominee directors?

When the person or persons interested in organizing a Panamanian corporation do not wish to have their proper name publicly known, our firm can provide nominee directors who will only act according to the instructions submitted by the real owner or owners of the corporation.

Do the nominee directors provided by our firm make any decision concerning acts or activities of the corporation?

The nominee directors provided by our firm do not act or even conduct a meeting of the board of directors if the real owner or real owners of the corporation do not give the proper instructions. The nominee directors are the only names that may be of public knowledge and they only act according to the instructions sent to our firm by the real owner or the real owners, as the case may be.

Who is the Legal Representative of the corporation?

When the Legal Representative has not been appointed in the Articles of Incorporation, Panamanian law provides that the Legal Representative is the President of the corporation as it appears in the Articles of Incorporation or in a subsequent amendment thereof.

How is a corporation with nominee directors managed and controlled?

The real owner or the real owners of the shares of a corporation, as the case may be, transmit instructions to our firm, which then sees to the faithful compliance of such instructions by the nominee directors. On the other hand, the nominee directors may grant a special or a general power of attorney to a given person who then may act or decide as they desired. However, the power of attorney has to be resolved and authorized by the shareholders in a meeting duly convened and duly held. The powers may be granted by means of a private document without having to record it in the Public Registry.

How many shareholders may a Panamanian corporation have?

A Panamanian corporation may have one (1) shareholder or any number of shareholders.

May the shareholders of a Panamanian corporation be of a given nationality?

The shareholders of a Panamanian corporation may be natural persons or legal entities of any nationality and domiciled anywhere in the world.

What may the shareholders be responsible for vis-à-vis the corporation or in connection with the corporation?

Insofar as responsibility for acts or conduct, the responsibility of the shareholders is limited to the amount they may still owe for their shares when not fully paid.

May the Panamanian corporation issue bearer share?

The Panamanian corporation may issue bearer shares.

Is there any requirement concerning the amount of the capital stock of the corporation?

There is no amount required, nor limits concerning the value of capital stock. When the capital stock expressed in the Articles of Incorporation is US$10,000 (ten thousand U.S. dollars) or less, the corporation pays the minimum dues at the time of registration of said Articles of Incorporation.

About how long does it take to organize a Panamanian corporation?

It may be carried out within 48 (forty-eight) hours

What does the expression resident agent mean?

The resident agent of the Panamanian corporation is the lawyer or law firm that recorded the Articles of Incorporation required. The law requires any corporation to have a professional lawyer or law firm as resident agent. The resident agent conducts all of the registrations required in the Public Registry, pays the yearly corporate tax, may issue the sharer certificates as the real owners may ask, and proceed to conduct the dissolution of the corporation when the real shareholders so desire.

Does the resident agent have any kind of participation in making decisions of the corporation?

The resident agent of the Panamanian corporation has no right to make any decision of the corporation whatsoever.

May the shareholders replace the resident agent with a different resident agent at any time?

The resident agent of the corporation may be replaced with a different resident agent by a resolution of the shareholders of the corporation appointing another lawyer or law firm as such.

How much is the annual corporate tax of the Panamanian corporation?

Panamanian corporations pay the government an annual tax of three hundred dollars (US$300.00).

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