Company Registration in Panama - Business Starting & Setup

The legal system of Panama is based on Roman law being a part of specific Latino American group.

The main source of civil law in Panama is Civil Code of Chile (1857) adopted in Panama with some changes.

Due to close economic relations with the US commercial law of Panama is greatly influenced by English common law. This relates to Negotiable Documents Law (1917), Trust Law (1984), Corporations Law (1927).

Basic corporate Law of Panama is found in the Corporations Law (1927) and some provisions of Commercial Code.

Under Panamian legislation, the following types of commercial entities may be established in Panama to carry on business:

• Corporation (Sociedad Anonima);
• General Partnership;
• Limited Partnership;
• Civil Partnership;
• Commandite Company;
• Sole Proprietor.

The corporation limited by shares is the most frequently used corporate form in Panama, and is the usual choice for an offshore operation.

The name of the corporation must end in any of the following words or abbreviations: Corporation (Corp.), Incorporated (Inc.), or Sociedad Anónima (S.A.). Names in a foreign language are permitted.

Company name should not be identical or similar to the existing names. Name(s) available may be reserved, if desired, for a renewable period of 30 days at a cost of USD 50,00 each.

It is not possible to use any words which convey that the business of the company is of a licensed nature, such as Betting, Insurance, Financing, Trust or Banking business.

The following steps are required to incorporate a Panama company:

• Hire a registered agent;
• vailability of names must be cleared for use by the Public Registry;
• notarize articles of incorporation;
• register at the Mercantile Division of the Public Registry and pay Annual Franchise Tax;
• obtain a notice of operation (“aviso de operación”) through the “Panama emprende” website;
• request an employers’ inscription number from the Social Security Administration.

The last two steps are not required from offshore companies.

Each Panamanian corporation must have Panamanian registered office address. Principal office address (business address) of the corporation may be in any country. Companies operating locally must maintain here all records and books; which may be kept manually, mechanically or electronically. If a Panama company does not operate locally (having an office in Panama through which international operations are directed, which does not constitute "doing business in Panama" under Panamanian income tax law), such company can maintain its books of accounts in any manner desired and anywhere in the world.

By law every corporation must have resident or registered agent.

Under Panamian law, a company is not required to have a corporate seal.

Redomiciliation to Panama of foreign corporations is allowed, regardless of provisions in this respect in the country of origin. Redomiciliation of Panamanian corporations to other jurisdictions accepting such redomiciliation, is also allowed, if it is so stipulated in the articles of incorporation.

The law requires a minimum of three directors, which may be natural persons or juridical entities. Residents of any country may be appointed as directors.

If so desired, the services of directors and/or officers are provided for a yearly fee by local attorneys and management companies.

The Board of Directors appoints officers such as President, Secretary and Treasurer. Officers shall be individuals as well. Officers may be residents of any country. One person may hold more than one officers positions. No officer needs to be a director.

There are no requirements to meeting of Board of directors.

Names of directors appear in public records.

For Panamian corporations there must be a secretary. Secretary is appointed by the Board of directors. Secretary should be an individual and can also be a director. There are no requirements to the residency and qualification of the secretary.

The minimum number of founders of a Panamanian company is one. A shareholder may be a legal or natural person from any country. The founders can be nominees who must submit the necessary documents to the registration chamber to register the company.

Annual meetings are not required. The Board of Directors may decide to hold an annual meeting of shareholders. Such meeting must be held within Panama, except as otherwise provided in the Memorandum of Association. In this case, meetings of shareholders can be held by telephone, fax and other electronic means of communication. The minutes indicating the method of conducting the meeting, as well as the decisions of the meeting, must be drawn up in writing and signed by all participants.

Information about shareholders is not included in the public register.

In 2020, Panama passed the Law on the Register of Ultimate Beneficiaries of Legal Entities registered in the country.

The main task of the Registry of Ultimate Beneficiaries (RBF) of Panama is to collect and store certain information about the beneficiaries of legal entities and trusts that are registered in the country.

The Registration Agent must register the following information in the Register of Ultimate Beneficiaries:

• name of the beneficiaries;
• identity document;
• Date of Birth;
• nationality;
• address of the place of residence;
• ID number of a legal entity registered in Panama;
• date of registration of the legal entity;
• main line of business.

Access to the Register of Ultimate Beneficiaries is strictly limited to the competence of the company's registered agent and regulatory authorities.

Shares can be of various classes, can have par value or not, may be registered or bearer. There is no minimum capital, and no paying-up rules, except that no-par-value and bearer shares must be fully-paid when issued. Strict regulations now apply to bearer shares: the registered agent must keep the bearer share certificate in safe custody and must notify the Registrar about such shares.

A Panama Private Foundation is an excellent entity for achieving asset protection and confidentiality. These are excellent vehicles for tax and inheritance planning structures.

The private interest foundation could be defined as a legal entity created to acquire certain patrimony which must be managed and protected according to the founder’s will.

The assets of the foundation are the result of a transference made by the founder or third parties to the foundation, to the interest of a person or group of persons named beneficiaries. A foundation can hold any assets, including cash deposited in bank accounts, holder of shares, bonds, real estate, etc., in any part of the world. The provisions regarding who are the beneficiaries, the assets and forms of distributions of assets are established in a private document named Foundation’s Regulation, not for public record, and can be amended exclusively by the client.

The Panama private interest foundation is governed by Law 25 of June 12 1995.

According to Law 25, one or more natural or legal persons may create a private interest foundation. In order to form the private interest foundation, an initial patrimony is necessary to accomplish the objectives established in the constitutional documents. There are two main documents in the creation of the private interest foundation: the foundation charter and the regulations.

Article 5 of Law 25 provides that following information must be contained in the foundation charter:

• The name of the foundation, in any language using the Latin alphabet, the name shall not be the same or similar to that of a pre-existing foundation of the Republic of Panama so as not to lend itself to confusion. The name shall include the word "foundation" in order to distinguish it from natural persons or from different types of juridical persons.
• The foundation's initial patrimony, expressed in any currency being legal tender, which in no case shall be less than a sum equivalent to USD 10,000.00.
• A complete and clear designation of the member or members of the Foundation Council, to which the founder may belong, including their addresses.
• The foundation's domicile.
• The name and address of the foundation's resident agent in the Republic of Panama (a lawyer or a law firm), who shall countersign the Foundation Charter prior to its registration at the Public Registry.
• The purpose of the foundation.
• The manner in which the beneficiaries of the foundation are designated.
• The reservation of the right to modify the Foundation charter.
• The duration of the foundation.
• The use to be made of the foundation's assets and the manner in which is estate is to be liquidated in the event of dissolution.
• Any other lawful clauses deemed expedient by the founder.

The foundation charter is the framework designed by the founder which outlines the general aspects, structure and purposes of the entity. These matters are further detailed in a document called ‘the regulations’. This is a confidential and private document which sets out a detailed description of the intention and will of the founder as previously outlined in the foundation charter. The document comprising the regulations need not be registered with any public office; therefore, the information contained therein may remain confidential under the control of the foundation’s administrators. The regulations may contain, for example, a complete description of the deposit accounts, assets and the method of their distribution among the beneficiaries, along with a complete identification of the beneficiaries and the protector.

The private interest foundation may be created by means of a private or public document; however, in order to become a legal person, the charter must be registered at the Panamanian Public Registry. Registration at the Public Registry also implies publicity before third parties. For the purpose of registering the entity, the foundation charter must be executed in a public deed before a notary public in Panama. Once the public deed is executed, the document must be filed at the Public Registry. The registration procedure may take one to two business days.

In general, the purpose of the private interest foundation is to acquire patrimony that is to be managed and protected according to the will of the founder. Thus, the founder determines the specific objects of the foundation. There is wide range of possibilities from which to choose, from the support of family interests, to the dedication of all benefits to a charitable institution. Law 25 is very flexible as to the purposes for which a private interest foundation can be set up, imposing restrictions only in respect of certain commercial activities. Private interest foundations are not meant to pursue commercial purposes; however, they can perform mercantile activities on an occasional basis.

Likewise, the private interest foundation may exercise its rights as a holder of securities in mercantile companies. In any event, the results and profits from such commercial activities must be applied exclusively to achieve the objects of the private interest foundation.

There are no restrictions on the source of the patrimony of the private interest foundation. In this respect, Article 16 of Law 25 states that the patrimony of the private interest foundation may flow from any legal activity. Likewise, it may be integrated by goods of any nature, present and future. Further, the patrimony may be formed of periodical amounts contributed by the founder or third parties. The amounts may be transferred by means of a public or private document.

As stated by Law 25, the initial foundation’s patrimony must be at least USD 10,000. Although there is an express duty to state the initial foundation’s patrimony in the registration charter, such patrimony may be materially transferred after the private interest foundation has acquired legal personality, at which point the founder or any third parties that have undertaken to contribute goods or assets to the foundation’s patrimony should formalize the transfer. All goods and assets forming the foundation’s patrimony are regarded as separate from those forming the founder’s patrimony.

As required by law, a private interest foundation can be created by one or more natural or legal persons, whether national or foreign, either personally or through third parties. Such individual or legal body is recognized as the Founder. The founder is the primary figure in the constitution of the foundation and can determine its intentions relating to the organization, purposes, patrimony, distribution of assets, supervisory organs, dispute resolution methods and so on. All these aspects can be set out in the foundation charter and further detailed in the regulations. Once the private interest foundation is formally registered, the founder’s role is limited to certain functions such as the removal or appointment of members of the foundation council (if agreed in the constitutional documents), and the revocation of the private interest foundation (where it was created to be effective after the death of the founder). Nevertheless, the founder can have other roles within the private interest foundation as a member of the council, beneficiary, protector or any other charge designated in the foundation charter or in the regulations.

The foundation council is the supreme body of the private interest foundation, in charge of the administration and management of the entity. Its main task is to carry out the purposes and objects of the foundation. The general obligations of the foundation council are listed in Article 18 of Law 25 as follows:

A detailed description of the duties and responsibilities of the foundation council must be set out in the foundation charter and regulations. In Panama, the foundation council must be formed by a minimum of one member where that member is a legal person, or a minimum of three where they are natural persons. There are no restrictions on the nationality of the members.

An optional organ within the private interest foundation is the supervisory bodies. Supervisory bodies may be natural or legal persons, national or foreign. As with the foundation council, the role of the supervisory bodies is to ensure that the purposes and objects of the private interest foundation are carried out as provided by the foundation charter and the regulations.

The powers of the supervisory bodies may be elaborated in the foundation charter and the regulations. The most common supervisory body in the private interest foundation is called the ‘protector’. The general powers of the protector are often set out in the foundation charter, while its identity and special powers are frequently described in the regulations. One of the most common and important powers of the protector is to confirm the acts adopted by the foundation council. The founder can become the protector of the private interest foundation.

The foundation is required by law to identify the beneficiaries in the foundation charter or to describe the process of their appointment. The founder may also be appointed as a beneficiary of the private interest foundation. The beneficiaries are entitled to the following rights:

• to receive benefits, profits and interest according to the method of distribution set forth in the foundation charter and the regulations; and
• to challenge acts of the foundation council if is not taking good care of the affairs of the private interest foundation and its objects or purposes.

The beneficiaries may either complain directly to the foundation council or bring a claim before the court of the place where the private interest foundation is domiciled.

Like any other Panamanian legal entity, private interest foundations must state the name and domicile of a lawyer or law firm within the territory of Panama. This resident agent will prepare the foundation charter and represent the entity in the registration process. The resident agent will also assist the tax authorities in the collection of the annual government fees payable by the private interest foundation.

Under Article 4 of Law 25, it is possible to form a private interest foundation to take effect after the death of the founder (a ‘mortis-causa’ private interest foundation). In order to do so, the founder may choose one of the following methods:

• a private document executed by the founder and subsequently authenticated by a notary public; or
• direct appearance before a notary public to execute the documents of the private interest foundation.

Law 25 expressly provides that a private interest foundation created by these methods need not comply with the formalities required for the granting of a will.

As a general rule, private interest foundations are irrevocable, unless otherwise provided in the foundation documents. The irrevocability of the private interest foundation affords both the entity itself and interested third parties confidence that they are dealing with a functional institution duly recognized by private and public authorities, and capable of assuming obligations and exercising its rights.

As provided by Article 12 of Law 25, a private interest foundation is revocable if:

• the foundation charter has not been registered before the Public Registry;
• the foundation charter expressly allows for revocation; or
• there are grounds for to revocation of the donations - for example, an attempt to commit a crime against the life of the founder.

The private interest foundation benefits from certain tax exemptions. Provided the assets of a private interest foundation are located outside Panama, income from a foreign source or which is non-taxable in Panama and securities issued by corporations with foreign-source profits are not taxable in Panama.

Law 25 provides that a private interest foundation constituted under the laws of a foreign jurisdiction may be continued in Panama, provided that the entity files: a certificate of continuation; a copy of the original foundation deed; and a power of attorney granted to a Panamanian lawyer who will conduct the registration process before the local authorities.

According to Article 29 of Law 25, the continuation certificate should contain the following: the name of the private interest foundation and the date of its constitution; details of its record or deposit at the registry of its country of origin; an express declaration of its wish to continue its legal existence as a private interest foundation; the requirements set forth in Article 5 of Law 25 for the constitution of private interest foundations.

All previous debts and other obligations acquired by the private interest foundation remain effective, and the entity is still liable for such after registration of the continuation under the laws of Panama.

In the same way, a private interest foundation duly formed under the laws of Panama may be continued under the laws of a foreign jurisdiction, according to the rules established in its foundation charter and the regulations.

Law 25 sets out a list of circumstances that may constitute grounds for the dissolution of the private interest foundation:

• The expiry date established in the foundation charter has passed;
• The foundation’s objects have been duly fulfilled or realization of these objects is impossible;
• The foundation has become insolvent;
• All assets of the foundation have been lost or extinguished;
• The foundation is a revocable private interest foundation; or
• Any other cause duly established in the foundation charter or in the law has occurred.

In order formally to dissolve a private interest foundation that has been registered with the Public Registry, the foundation council must issue a resolution which is authenticated by a notary public and submitted to the Public Registry. After completion of the registration process, an announcement should be published in a local newspaper announcing the formal dissolution of the private interest foundation.

While the Panama private interest foundation shares some of the characteristics of other legal institutions, such as the corporation and the trust, there are also important differences.

1. Legal forms. The corporation is a legal entity which can acquire obligations and exercise rights. Likewise, the Panama private interest foundation may become a legal entity through registration of the foundation charter with the Public Register. In contrast, the trust is a contract between the settlor and the trustee to administrate the assets of the former for his benefit or that of other identified beneficiaries.
2. Means of administration. While the corporation is managed by a board of directors, the foundation is administrated by a foundation council. In both entities the administrative body may be formed by natural or legal persons. In the corporation, the board of directors must have at least three members, while in the foundation the foundation council may have just one member as long as this is a legal person. In the trust, the administrative body is known as the trustee, and can be a single legal or natural person.
3. Ownership of assets. In the corporation, the profits produced from the company’s assets are, in principle, distributed to the shareholders. In the private interest foundation and the trust, the profits are directed to beneficiaries duly identified by the founder or settlor, as the case may be.
4. Purposes of the entities. The corporation and the trust may engage in commercial or mercantile activities, while such activities are restricted in the case of the private interest foundation.
5. ]Transfer of assets. In the corporation and the private interest foundation, the assets are transferred in favor of the legal entity; in the trust, the assets are not transferred and the settlor retains property rights over them.

Law 25 sets out a duty of confidentiality. This compels the foundation council and the supervisory bodies, as well as any public or private persons that acquire information about the transactions or operations of the private interest foundation, to keep such activities and information confidential. Violation of these rules is punishable by up to six months’ imprisonment or a fine of $50,000, without prejudice to the corresponding civil remedies.

The advantages of the Panama Private Interest Foundation include the following:

• The foundation is a recognized legal person.
• The foundation’s patrimony cannot be seized, attached or be subject to any lawsuits for debts or obligations of the founder, beneficiaries or other bodies within the foundation.
• The registered foundation charter contains generic information. The rules of distribution of the assets; the name of the beneficiaries and other confidential information is kept in a document in custody of the foundation’s administrators.
• The founder maintains the assets entirely under his control.
• The foundation is confidential and can be set up quickly.
• May have one or several founders, and founders may be individuals or companies.
• Foundation’s assets located outside Panama as well as its profits are tax exempt.
• The foundation patrimony is not affected by the inheritance rules.
• The Foundations constituted according to the laws of a foreign countries, can continue their operations in Panama. Similarly, the foundations constituted according to the Panamanian Laws, will be able to continue operations according to the laws of foreign countries.