Frequently Asked Questions (FAQs)
1. Is it necessary for the shareholders or directors to come to Panama for the Company formation?
No, it is not necessary. Our law firm will be in charge of the entire process and send the package of incorporation directly to your door by courier.
4. Is there any difference between the abbreviatures Corp., Inc. or S.A?
No, there is no difference. It is the client’s choice which to use. They are all the same juridical figures.
5. Who are the subscribers, and what is their role in a Company?
Our law establishes that the Articles of Incorporation of the entity must have a minimum of two (2) persons, of legal age and of any nationality that will appear by Notary Public to sign the notary protocol.
In most cases, two of our staff members will represent our client at the Notary Public to sign the Articles of Incorporation, so our client does not have to come and sign these documents personally.
6. What is the authorized capital in a Panamanian Company?
The authorized capital is the capital that will appear in the Articles of the Incorporation and has to be a minimum of US$10,000.00. Companies do not require any paid-in capital or any specific amount of money for the Company to operate.
7. What is the minimum authorized capital that the Company must have to be incorporated?
The minimum for the authorized capital is US$10,000.00. This capital does not require any paid-in capital or any specific amount of money for the company to operate.
8. The Standard capital·is US$10,000.00, does it has to be paid in full? Does it have to exist?
Not necessarily. This is only in paper, which means that the Company may or may not possess any assets.
9. Can a Panama Company be registered with an authorized capital higher than US$10,000.00?
Yes. In this case, the client must pay an additional fee to the Public Registry in Panama, depending on the amount of the authorized capital the client will register.
10. To increase the authorized capital, is it required to have a specified reason, or will it depend on the Board of Directors/Shareholders protocolized reunion?
The authorized capital of any Panama Company can be increased at any time, without a specific reason. The board can make these decisions of directors or the shareholders.
12. Can the shareholders be of any nationality?
Yes. The shareholders can be natural or juridical persons of any nationality and with any domicile.
13. Can a shareholder of a Panamanian Company be the shareholder of another Company or other juridical figure?
Yes. A Panamanian Company can be the shareholder of another Company or any other juridical figure. This is really common in Holding Companies. They appear as a majority of shareholders of a group of other Companies. Also, a private foundation (Panama PIF) can be the shareholder of a Panamanian Company.
14. What is the responsibility of the shareholders in a Panamanian Company?
The responsibility will depend on the number of shares owned.
16. Is it possible to issue bearer shares?
Yes. Our law is one of the few in the world that allows this.
17. What is the difference between issued bearer shares and nominative shares?
Bearer shares are issued without indicating the name of the owner. The owner will be the physical holder of the bearer's share. On the other hand, the nominative shares are issued using the name of the owner.
18. Which shares are better and most commonly used; bearer or nominative?
Both have benefits; the bearer shares are easier to transfer, but the nominative shares are safer because they specify who the shareowner is.
19. Once the Company is registered, can the shares be offered publicly for sale in any medium, including the internet?
Yes. But it will depend on where the share sale will be made and if it's going to be a public or private sale. If it's a public sale taking place inside Panamanian territory, the law requires that the National Securities Commission of Panama does this. If it’s a private sale, this is not required.
21. Do the members of the board of directors have to be Panamanian?
No. Our law states that members of the board of directors can be of any citizenship.
22. What is the required number of members for the board of directors?
Our law requires a minimum of three and a maximum of seven.
23. Can a board member of directors be the President, Secretary, and Treasurer of the corporation?
24. What are the nominee directors?
If, for confidentiality reasons, the client does not want to appear in any public document, we provide the three directors required by law. This way, our client's identity and residence will not be disclosed in any public document but rather the directors we provide.
25. What is the difference between appointing your own directors and choosing the nominee directors' service?
If you choose the nominee directors service, you and your partner’s identities will be protected, conserving the anonymity of the real owners of the company. This means that when the Public Registry issues a public document, our nominee director's names will appear on paper instead of yours.
26. Will the nominee directors appointed by Delvalle & Delvalle participate in any company's activities?
No. Our nominee directors will not participate in any of the company activities. There will only be a board of directors or shareholders meeting when requested by the proxies or shareholders.
27. Do the shareholders have to be members of the board of directors?
No. It is important not to confuse these figures. The Board of Directors is the administrative body. The shareholders are the real owners of the Company.
28. The board of directors is composed of three directors. Can only one of them occupy the three 3 dignitaries' charges?
Yes. Only one director can be the president, secretary, and treasurer.
29. Do the shareholders/board of directors need to meet a certain amount of times per year?
Not necessarily. This will depend on what is established in the Articles of Incorporation.
30. What is the resident agent's duty?
The resident agent is the attorney or law firm in charge of the incorporation process of the Articles of Incorporation of the Company.
Our law requires that every Company have a resident agent (Suitable Panama lawyer) to represent the company.
For those PanamaCompanies that operate overseas or whose directors and shareholders live abroad, the Resident Agent will represent them when the Company acts.
31. Does the Resident Agent have any participation in the decision-making of the Company?
No. The only ones with the power of decision are the shareholders, proxies, and directors, depending on the specific case. The Resident Agent will only be in charge of registering all the acts made by these parties.
32. Can the Resident Agent be replaced or removed by an attorney at any given time, or do they need authorization from them?
No. The Resident Agent can be removed or replaced by another at any time. The decision is up to the shareholders or directors.
33. What is the Public Registry of Panama?
The Public Registry of Panama is a Government Institution in charge of all the Companies registered under Panamanian Law.
The Public Registry of Panama is one of the most organized, efficient, and well-established in all of Latin America.
34. What is the "registration data" of a Company?
The registration data of a company are the numbers that the Public Registry of Panama uses to identify the Company internally and individually.
When a Company is registered in this institution, the system will automatically give the Company two numbers, the document, and file. These numbers will be on the last page of the Articles of Incorporation with a seal that gives the Public Registry of Panama.
35. Are the Articles of Incorporation inscribed in the Public Registry of Panama public?
Yes, this is a public document, and it can be accessed by anyone (national and foreigners).
The Public Registry has two systems on the Internet. They are available worldwide; "Redi," where you can see the Articles of Incorporation and Emulator, where you can see a resume with the company's most important information.
36. What information does one need to search for a Company in the Public Registry of Panama?
The person must know the Company's full name and the registration data of the Company (File and Document).
37. What kind of public information is available?
The following information from the Articles of Incorporation is available: the subscribers, the name of the Company, the authorized capital, the full name of the directors/dignitaries, the address of the directors/dignitaries, the duty of each dignitary, and finally, a power of attorney, in case the client chooses the power in a public document.
38. Will the shareholders' identity be disclosed on the Articles of Incorporation that is inscribed in the Public Registry of Panama?
No. Our law establishes that the shareholders are secret and anonymous, which means that their names will not be disclosed in any public document.
The shareholders will only appear in private documents (The Shares and the Shares book).
39. For the benefit of the client's, partner's, and shareholder's identity protection, do you recommend the use of nominee directors?
Yes, this way, the names, and addresses registered will be only the ones from our nominee directors.
40. If this is the case, will they have the power to make financial and managerial decisions?
If the clients choose to obtain the nominee director's service, the people that the client designates will have a power of attorney in a private document, giving them the authority to represent the company in any decision without the authorization of the board of directors.
42. When does a Panamanian Company begin paying taxes? After the registration date, or are there any specific predetermined dates?
Yes, there are predetermined dates, but our law firm prefers that our clients pay the annual tax fee by the year of registration of the Company to avoid unnecessary surcharges.
43. Once the annual tax fee is duly paid, would you be in charge of paying the annual tax fee?
Yes, since we are the Resident Agent for your Company, we are in charge of paying your annual taxes. We will fax or e-mail you a copy of the official receipt of the annual franchise payment.
44. Is it required to pay taxes if my Panama Company operates overseas?
No. All financial activities from any Panamanian Company made outside Panama are tax exempt.
45. If a Panamanian Company is operating exclusively overseas, is it necessary to present an income tax statement to the Panamanian Government?
In this case, the client has the option of presenting the income tax statement in zero (The client will not have to pay anything) or not presenting any statement to the Panamanian Government.
46. If some of the commercial or business activities from the Panamanian Company are going to be made in Panamanian territory and others overseas, do I have to pay taxes in Panama?
You will only have to pay taxes from income made in Panama; overseas activities are tax exempt.
47. How much tax does the Company have to pay from commercial activities made in Panama?
The Panamanian Companies that have Panamanian income must pay 30% of their earnings. Companies in Panama that generate income thru rent must pay 30% tax over their earnings.
48. If I have a Panamanian commercial bank account in the name of Panamanian Company, do I need to pay taxes from the interest earned on this account, even if the money is a product of commercial activities made overseas?
No, you will not have to pay any tax from the interest earned.
49. To bill in the name of the Panamanian Company, is it required to have a commercial address (office) in Panama?
No, it is not necessary.
50. Are non-Panamanian residents hired by a Company required to pay taxes?
They are not required to pay taxes if the rent is originated outside of Panama, even though the Company that hired them is registered in Panama.
51. What kind of assets can a Panamanian Company own?
A Panamanian Company can be the titleholder of assets worldwide, such as · bonds/stocks, values, shares from other companies, real estate, aircraft, yachts and vessels, and more.
52. Can a Panamanian Company be the owner of assets that are located outside Panama?
Yes, it can be the owner of assets from any country in the World, but these will also depend on where the asset is located. Different countries have different legislation regarding this matter. In some countries, it is not convenient to have an asset in the Panamanian Company's name for tax purposes.
53. What is the annual fee that a Panamanian Company has to pay to maintain itself, and what does this include?
They have to pay the following:
Annual tax payment denominated "Annual Franchise Tax" of US$300.00.
Resident Agent fees of US$200.00.
In case you·have a nominee director’s service, you will also have to pay US$300.00