What is a Panama Offshore Company ?
How use a Panama Offshore Company ?
Panama company set up and incorporation procedure
How open a Panama Offshore company ?
The anonymous company (corporation) is the most used form of offshore company in Panama and is the most customary option when it comes to setting up an offshore operation like an offshore transaction. Companies and Corporations formed in Panama are protected by Law 32 of 1927 and the Commercial Code (Executive Order N. 5, of 1997, art.5)
A corporation or company in Panama is formed by a minimum of two subscribers (or delegates, in case of the absence of the foreign subscribers) that carry out the Articles of Incorporation before a Panama Notary Public and then register them in the Panama Public Registry Office of Panama. All commercial and industrial businesses must keep a Panama Order of Operations to be able to carry on the business. Once the Offshore Panama Company has been incorporated, you only need one shareholder. The shares can be of several types; they can be of equal value or not, they can be registered or they can be made out to the holder. There is no minimum capital requirement, nor liabilities, except with shares of unequal value and shares to the holder which must be completely paid when they are issued.
Panama offshore companies can be used for offshore international trade, to settle trusts or foundations, to establish an offshore bank account or offshore investment account, to hold ownership of real estate, intellectual property, or to hold any other type of assets. In some cases, clients form a Panama corporation for very private and confidential business transactions such as the movement of funds to another jurisdiction for the protection of the assets, using an offshore asset protection corporation in Panama. In other cases our clients establish several Panama corporations working together for their asset protection needs.
These days there is a tendency to apply very strict regulations on holders of shares made out to the bearer: the registered agent can keep the certificate for shares made out to the bearer in custody, and then issue a certificate to be deposited in banks that require one. Panamanian companies must have at least three directors whose names appear in the Public Registry of Panama; in addition, any change of director must also be registered. Each Panamanian company must have a resident Panamanian agent (lawyer). Beyond this, there is no need to comply with other requirements, unless you wish to change the Statute or if the Panamanian company merges or dissolves.
Law n. 2 of 2011 introduced new requirements for having a greater knowledge about clients. Starting with this, all registered agents that operate in Panama must keep information regarding their clients with the objective of being able to offer valid information if the authorities request data about the client. These new laws also provide for the identification and location of the holders of shares made out to the bearer.
Panamanian law also permits the formation of these types of companies:
Foreign Company: a foreign company can be registered in Panama by depositing the following documents at the Public Registry Office:
- A copy of the Association Articles, in Spanish and signed by a Notary Public
- A statement from the Board authorizing the public Registry of Panama
- A copy of the most recent financial statements
- A certificate from the Panamanian Consul confirming that the company was organized according to the laws in the place of incorporation
- Notification of the location of the capital for the Panamanian operation.
General or Limited Company: A general company is allowed under the Commercial Code. The parties have unlimited responsibility.
Civil Company: the Commercial Code and Law 24of 1966 also govern Civil Companies, which have a legal personality, even though the responsibility of the partners is unlimited. This type of company is often selected by professionals like lawyers and accountants.
Foundations: The Private Foundations Law of 1995 governs private foundations in Panama. The Foundation is an autonomous legal entity, without members or shareholders. It is generally used for protecting assets and permitted non-commercial activities.
Trusts: Panamanian law was updated with Law 1 of 1984. Panamanian trusts must be presented with a written statement, without which they cannot be created. Trusts can be established as revocable, or else in an irrevocable form. It’s not necessary that the person who establishes the trust, representatives and beneficiaries be Panamanian nationals or that they reside in Panama. A Panamanian lawyer must act as an agent for the trust. A trust can be established with regards to an existing or future property; additional properties can be included after its installation, either by the person that sets it up or by a third party. Unlike foundations, trusts are not protected by specific provisions against foreign inheritance laws, judges, or creditors.
Licenses for operating abroad are only necessary for financial institutions. Companies don’t have to reveal the name of the beneficiary, while neither Trusts and nor Foundations have to reveal the names of its beneficiaries; however, limited companies are obliged to declare the names of their members.
Panama offers the most strict corporate book secrecy and banking secrecy laws available in the world. In fact, Panama is one of the only countries in the world that still offers the “bearer share corporation”, which is an offshore corporation whose shareholders are anonymous. A Panama corporation provides legal protection of your assets and your identity through the confidentiality of business and banking transactions being conducted through a Panama corporation. Panama is a totally sovereign nation, not governed or controlled by any other country in the world, keeping your business and banking transactions 100% private and confidential.