What are the characteristics of a Panamanian IBC?

Subscribers: To create a corporation, a minimum of two (2) persons of legal age and nationality. In most cases, two (2) 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.

Capital: Corporations do not require any paid-in capital or any specific amount of money for the corporation to operate. It is only required to indicate the amount of authorized capital in the Articles of the Incorporation.

Objective: There is a vast range of possible corporate objectives. A corporation can carry on any licit business, and there is no need to list all the objectives in the Articles of Incorporation. Nevertheless, it is important to indicate that it can carry on with any licit objective unless specific objectives were required.

Directors: Panama corporations must have a minimum of three (3) directors that may be individuals of any nationality and not necessarily shareholders of the corporation. The directors’ names and addresses are public and must be disclosed in the Articles of Incorporation. If for confidentiality reasons, the client does not want his identity to be disclosed as part of the board of directors and wants to keep his/her anonymity, our company provides a nominee directors service which includes the appointment of a nominee board.

Articles of Incorporation: Corporations are organized compliant with a document called Articles of Incorporations. For this charter, a Notary Public protocol must be done and then registered in the Public Registry of Panama.
The Articles of Incorporation should not necessarily be granted in Panama and can be issued in any language. If it’s granted outside of the Republic of Panama, a Panamanian consul must authenticate it and then go through the process of being certified by a Notary Public in Panama.

Shares: Shares can be issued in the following way:

• Nominative Shares: These are issued with the specific name of the owner.
• Bearer Shares: These are issued without indicating the name of the owner. The owner then will be the physical holder of the bearer share. These can only be issued after its complete payment and released.
• Shares with Par Value: These have predetermined value before being sold. The persons with interest in the Articles of Incorporation determine the share’s value.
• Shares without Par Value: The amount of contribution is not indicated, and shares without par value can be issued only if the number of these shares is specified in the Articles of Incorporation.

Vote: Shares can be issued without voting powers or with the power to vote. The majority of votes from any shares are required for a particular purpose and indicated by the Articles of Incorporation.

Officers: According to our law, a minimum of three (3) directors are required: President, Secretary, and Treasurer. The same person can occupy these positions only if stated in the Articles of Incorporation. The officers may be of any nationality and not necessarily be directors unless indicated in the Articles of Incorporation.

Duration: Panamanian law allows incorporating a company as perpetual, that is, for an indefinite length of time