Panama offshore: how to register a company in Panama

Panamanian offshore companies, also known as Panamanian corporations, are registered under the General Corporation Law, Law 32 of 26 February 1927, which has served as a model for many other jurisdictions. It offers a flexible corporate structure and provides investor confidentiality and a legal framework for conducting legitimate business internationally.

Some key principles for forming Panamanian offshore companies

Advantages of registering an offshore company in Panama:

relatively low cost of incorporation and maintenance of the offshore company;
no taxation for the offshore company;
a Panamanian offshore company is not on the Cabinet of Ministers of Ukraine's list of offshore zones;
the offshore company does not file any financial statements;
confidential ownership of the offshore company, which allows bearer shares to be issued;
no paid-up share capital is required;
you do not need to visit Panama in person to set up an offshore company there.

Incorporators, directors and officers

As a rule, two local residents are appointed as incorporators (initiators) and subscribers. A minimum of three directors is required, whose names and addresses are public, so we provide nominee services.
If the client wishes, he can be a director of the offshore company.
If the client does not wish to be a director of the offshore company, we provide three nominee directors and issue a power of attorney to the client. This service is provided to the client at no extra cost.
A Panamanian offshore company must have officers holding the positions of director, treasurer and secretary. They may be individuals, corporations or other legal entities.
One officer may hold more than one position, but the director and the secretary must not be the same person.
There is no limit on the number of officers in a Panamanian offshore company.
A director may be an officer of the offshore company.

Shareholders' and directors' meetings

Meetings of shareholders and/or directors are not mandatory; if necessary, they can be held by telephone or any other means of communication.
If the shareholders and/or directors consider it desirable to hold meetings, they can be held anywhere in the world.
There is no requirement for annual general meetings of shareholders and/or directors.

Shares/Share capital

Panamanian offshore companies have no requirements regarding the amount of share capital or the deadline for paying it. There is no deadline by which the share capital must be fully paid up.
The standard authorised capital of a Panamanian offshore company is USD 10,000.00.
Shares may be issued with or without par value.

Currency

The legal tender of Panama is the US dollar.
There is no currency control and no restrictions on the free movement of currency.

Taxation

Non-resident Panamanian corporations are 100% exempt from tax on their activities outside Panama.
Your Panamanian company must have a local registered agent in Panama. This service is included in our service package.

Restrictions

A Panamanian offshore company may not engage in activities that require a mandatory licence: banking, trust business, insurance, reinsurance, or providing its registered office to other companies for their needs.

Reporting and confidentiality

The names of the true owners of the offshore company are not entered in public registers and are held only by the agents.
Under Panama's law on offshore registration, nominee shareholder and director services are used, which ensures full confidentiality of information.
Panamanian law requires at least three directors: for this purpose we provide nominee director services; the nominee directors sign letters of resignation in your favour, and a general power of attorney is issued to the client.
The register of shareholders must be kept anywhere in the world and contain up-to-date information on the names of the holders of bearer shares; this information is not submitted to the Registry.

Formation

An offshore company in Panama can be set up within 4-6 days.
Two individuals acting as incorporators or shareholders declare before a local notary that they are forming the offshore company.
Panamanian offshore companies are served by a local lawyer or law firm, a trust company or a professional management services firm, and must use the services of an agent.

Annual fees

A government fee for maintaining the offshore company must be paid every year.
Payment is made every year in January or, if the company was registered in the second half of the year, on 1 July of the following year and every July thereafter.

Choosing a name for the offshore company

The following words may not be used in the name of a Panamanian offshore company: Limited, Ltd, Financial, Finance, Trust, Trustee, Foundation, Insurance, Bank, Banking, or any other words indicating that the company's activity relates to banking, insurance, trust or financial business.
Offshore company names may end with the following words, phrases or abbreviations: Corporation, Corp, Incorporated, Inc., Sociedad Anonima, S.A. The company name, its existence and other information about the company can be checked on the Panama company registry website.

Panama Offshore