Incorporation of companies.
Drafting Board of Directors Resolutions and/or Shareholders Resolutions.
Drafting Power of Attorneys.
Dissolution or liquidation of companies.
Mergers or Acquisitions, either of companies or commercial establishments.
Issue legal opinions or memorandum of laws on corporate matters.
Due Diligence of companies.
Incorporation of companies: (offshore, partnership companies, commandite companies, among others).
Incorporations in others jurisdiction (Panama, BVI, Belice, among others).
As indicated by its name, the Anonymous Society or “Sociedad Anonima” (S.A.) is a kind of corporation in which the identity of the stockholder can be maintained in anonymity and in which there is no legal obligation to do otherwise. Piercing the corporate veil is not permitted under the Panamanian law, even in criminal cases.
The incorporation of a S.A. is very easy even for foreigners. There is no need to be present in Panama at the moment of its constitution. It only requires the agreement of at least two persons to follow certain formalities established in the law which can be performed in every country of the world.
After the constitution of the S.A., it is required that the signature of the persons requesting the constitution are authenticated in Panama or in a Panamanian Consulate, if its constitution is requested from abroad. The person who constitutes the corporation has to purchase at least one share of the corporation at the moment of it incorporation, but this can be freely sold afterwards.
After the signature of the certification of constitution and after the requirements of authenticity are fulfilled, the certification is incorporated by presenting it before the Public Registrar Office which will issue the corporation an inscription number which shall become its identification. The process of incorporation at the Public Registrar Office usually takes from one to three days.
The administration of the corporation falls within the faculties of the Board of Directors. The Directors are the ones who manage the daily business of the corporation. They do not need to be stockholders. Additionally, the corporation requires the appointment, by the Board of Directors, of three officers who shall act on behalf of the corporation. Usually, the Directors hold these positions which are: President, Treasurer and Secretary, although a corporation may determine to have as many officers as it wishes.
Every corporation is required to have a local resident agent who shall provide the company's legal representation. This resident agent has to be a lawyer or a Law Firm.
Meetings of the Board of Directors or of the Shareholders Assembly may take place through a telephone, telefax, the Internet or any other electronic means that assures direct communication.
As stated before, the daily operation of the business is the responsibility of the Board of Directors, but the important decisions such as the sale of assets or rights has been reserved by law to the stockholders.
There are no minimum capital requirements and there is no obligation to pay the capital immediately. The stocks can be of any type, either nominative or bearer shares, while reserving special rights to some of its holders if needed. In the case of bearer shares, the amount that represent has to be paid before being issued.
Liability of Shareholders
As mentioned earlier, the Panamanian law does not allow the piercing of the corporative veil, consequently, the stockholders anonymity is guaranteed, as well as, their limited liability and confidentiality.
Distribution of Profits
Once decided by the Board of Directors, the corporation may distribute, defer or reinvest profits at any time. As indicated in section 4 related to the tax provisions, if the stockholders are foreigners, the income of the corporation is taxed once. The income of the corporation derived from Panamanian sources is subject to tax as well as the income received by the stockholders as profits.
Division or Mergers
The division of a corporation is not expressly regulated by the law, but similar circumstances can be managed true the constitution of a new different corporation. The merger of a corporation is treated as a private contract which only requires the inscription in the Public Registrar Office of the agreement with its resulting provisions regarding stock rights and assets. Also, and only for tax purposes, the approval of the MEF is required.
The decision to dissolve the Corporation falls within the majority of the Stockholders. After its dissolution, the corporation must keep its books for three (3) years so it can defend itself against any suits filed against it or sue anyone during that period. Once the obligations of the corporation are met, the rest of the assets shall be divided among the stockholders according to their shares percentage.
Publication Obligations and Control
There are no publication obligations, except in the cases in which the corporation decides to dissolve. There is no office which controls the operations of a corporation, except in the cases where the corporation engages in certain businesses as banking or other kind of financial business. However, if it is ascertained that the corporation has engaged in criminal actions, the judicial authorities have the power to attach the assets of the corporation, even if they never get to know who the stockholders of the corporation are. Recently, agreements entered into with the United States are aiming towards an working in the enforce of anti-money laundering operations, but in the practice it has demonstrate nor or even nor positive results.
If a foreigner wishes to invest in Panama, there are no legal obligations for a corporation to engage in a Joint Venture with the Panamanian Government or a Panamanian corporation. The only requirement for a foreign corporation which decides to engage in a Joint Venture Agreement, is the constitution of a new corporation or the purchase of stocks of an existing corporation.
Off Shore Operations.
Panama has a very flexible fiscal legislation based on the offshore principle, which eliminates all fiscal charges and controls for off shore operations. This applies to the banking center, to commercial transactions and to corporations that do not operate within the territory of Panama.