|Key Corporate Features|
|Type of Company||Non resident|
|Minimum Number of Members||1|
|Location of members meetings||Everywhere|
|Minimum Number of Directors||3|
|Local director required||No|
|Location of directors meetings||Everywhere|
|Registered Address of the company||Yes|
|Company secretary required||Yes|
|Local / qualified company secretary required||No|
|Minimum paid up share capital||USD 1|
|Standard Authorized Capital||USD 10,000.00|
|Requirement to prepare accounts||Yes|
|Requirement to prepare audited accounts||No|
|Requirement to file accounts||No|
|Publicy accessible accounts||No|
|Requirement to file Annual Return||No|
|Minimum Annual Tax / Licence Fee||US$400|
|Change in domicile permitted||Yes|
|Publicy accessible records|
The Republic of Panama has a land mass of approximately 75,420 sq km, is located between Costa Rica and Colombia,
forms the narrowest and lowest portion of the isthmus that links North and South America. It is best known for the Panama
Canal which joins the Caribbean Sea to the North Pacific Ocean and connects Central America to South America.
The population of Panama is approximately 3.4 million, about 52% of which reside in Panama City, consisting of mainly the
Mestizos (70%) and a mix of West Indians, Caucasians and Indians. The dominant religion is Roman Catholicism.
Panama was a Spanish colony until 1821. In 1903, Panama broke an alliance with Colombia and became an independent
The Colon Free Zone is located on the Caribbean side of the Isthmus of Panama near the Atlantic entrance to the Panama
Canal. This Free Trade Zone is the second largest in the world after Hong Kong. Operations and transactions taking place in
the Free Trade Zone are subject to a special tax treatment whereby imports from other parts of the world and re-exports to
other countries are exempted from any import or export taxes imposed by Panama. Income earned from re-exports is taxed
at specially reduced rates. Panama has the world’s largest shipping registry and a well-established Banking centre.
Economic growth will be bolstered by the Panama Canal expansion which began in 2007 and is expected to complete in
2014-15 at a cost of US$5.3 billion. The project will more than double the Canal’s present capacity enabling it to
accommodate the modern super tankers that are becoming too large to transverse the existing transoceanic crossway.
Without the expansion, it was anticipated that the Panama Canal would be forced to turn away approximately 37 per cent of
the world’s container ships by 2011. Other areas of economic activity are in agriculture, manufacturing, construction,
transport, tourism and financial services.
Spanish is the official and spoken language. English is also spoken widely in urban areas and is used daily in commerce and
United States Dollar.
Type of Law
Based on Spanish Civil Law; with many Common Law influences, particularly regarding Company Law.
Principal Corporate Legislation
Corporation Law No. 32 of the 1927 Commercial Code, Decree Law 5 of 1997 and Executive Decree 296 of 1997.
Type of Company for International Trade and Investment
Generally, corporations are incorporated under the Corporation Statute Law 32 of the 1927 Commercial Code. Limited
Liability Companies and Limited Partnerships are used also.
Restrictions on Trading
Cannot undertake the business of banking, trusteeship and trust administration, insurance, assurance, reinsurance, fund
management, investment funds, collective investment schemes or any other activity that would suggest an association with
the banking, finance, fiduciary or insurance businesses.
Language of Legislation and Corporate Documents
The language is Spanish and certified English translations.
Registered Office Required
Yes, must be maintained in Panama at the address of the Registered Agent.
Name Approval Required
A name that is similar to or identical to an existing company. Names of well known companies incorporated elsewhere or a
name that implies government patronage.
Language of Name
Names may be expressed in any language using the Latin alphabet. The Registrar may request a Spanish or English
Names Requiring Consent or a License
Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, trust or their foreign
Suffixes to Denote Limited Liability
All Panamanian corporations must end with the suffix Corporation, Incorporated, Sociedad Anónima or the abbreviations
Corp, Inc or SA. They may not utilise the suffix Limited or Ltd.
Disclosure of Beneficial Ownership to Authorities
Authorised and Issued Share Capital
The usual authorised share capital is US$ 10,000 divided in to 100 common voting shares of US$ 100 each or 500 common
voting shares of no par value; the capital may be expressed in any convertible currency. The minimum issued capital is either
one share of no par value or one share of par value.
Classes of Shares Permitted
Non-voting shares, preferred shares and registered shares. Bearer shares can be issued but no-par-value and bearer shares
must be fully paid when issued. The registered agent must keep the bearer shares certificate in safe custody and must notify
the Registrar that the shares have been issued;
No corporation tax is levied on non-Panamanian sourced income.
Double Taxation Agreements
Annual Franchise Tax of US$400 is payable.
Financial Statements Required
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records,
which reflect the financial position of a company
Both corporations and natural persons may act as directors and the minimum number of directors is three. They may be of
any nationality and need not be residents of Panama. Panamanian companies are also required to appoint a minimum of
three officers (president, secretary and treasurer) who may also be the directors.
A company secretary must be appointed, who may be a natural person or body corporate. The company secretary may be of
any nationality and need not be a resident of Panama.
The minimum number of shareholders is one.
What is included in the basic package:
- Company names search in company registry
- Document preparation
- Certificate of incorporation
- Company kit box
- Panama Government fees
- Panama registered agent
- Panama registered office
- Registrar of shareholders, director and members
- Memorandum & Articles of Association
- Resolution to Open Bank Account
- Resolution of appointment of first directors
- Directors acceptance Letter