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Company Registration in Panama
COMPANY
REGISTRATION IN
PANAMA
-BY HIMANI SRIVASTAVA
Step 1: Organise the name and structure of
your company
As with most countries in Latin America, the first step to
registering a business is to choose the name and legal
structure of your company. The main types of company are:
1. A Corporation/Joint Stock Company (Sociedad
Anónima – S.A) – this is by far the most common type of
company to form in Panama means that shareholders are
only responsible for their own contributions and assets.
1. A Limited Liability Company (Sociedad de
Responsabilidad Limitada – S.R.L) – This will
help provide insulation to you as an investor and will mean
you are not personally liable for the debts or funds of your
company.
PRO TIP: It is very important you think about this decision
carefully as it can limit the type of business you can legally
engage in, and once you sign your documents, amending the
structure can be a very long and complicated process.
Step 2: Draft and sign bylaws
The bylaws of a company can be simply described as the
‘constitution’ of a company. These documents will contain all the
crucial information of the structure and ethos of the company,
including:
1. Information regarding the frequency and nature of
shareholder/board meetings
2. Documentation of all the details of the company (name,
address, location, company type etc)
1. Procedure for record keeping
2. Company’s ‘objetivo social’ which identifies the company’s business activities
As part of the signing of the bylaws, it is necessary to appoint and disclose information
to your shareholders. A new company must have 2 or more shareholders (natural or
legal persons), and at least one must hold Panamanian nationality or residency.
Equally, the board of directors and legal representatives must be appointed and the
information about their residency. The legal representative must be a Panamanian
national – finding the correct individual is important, many companies choose to work
with a local group who can support in the appointment of a
company legal representative.
Step 3: Register your company
The next process is the formal registration of your company.
This step will ensure that the company is officially recognised in
the country and that it is properly registered with the relevant tax
authorities. This is the most complicated step in forming a
company in Panama and has some sub-steps involved. These
include:
1. Presenting your company’s bylaws before a Public Notary in
Panama in order to receive your company’s Public Deed.
This is a process that typically takes 2 to 3 weeks.
1. Once you have successfully received a Public Deed, you must register before the
Public Registry of Panama. This again has a wait of approximately 2 to 3 weeks.
2. Register the society before the General Office for Taxation (Ministry of Economy
and Finance), before the District Municipality upon election and afterwards and
before the Ministry of Commerce to provide notice of the operation. (2-3 weeks)
3. Register the company before the Ministry of Labour; to be presented before the
Social Security Fund of Panama (for the future employment of your staff). This will
take 20-30 days.
DON’T FORGET: >It is not necessary for you to be present in
Panama to complete your corporation formation as we can
handle everything for you via email and on the telephone!
Non-resident Panama Companies do not require a commercial
business license to operate offshore businesses. Commercial
licenses are only required for Panama corporations to do
business within the territory of Panama (to sell a product or
service to Panamanians within the territory of Panama).
Step 4: Open Corporate Bank Account
The final step is to open a Panamanian Bank Account for your
company. There are three simple steps to this process:
1. Partner with a local group in Panama
2. Match your business needs with a suitable Panama bank
3. Complete all required banking documentation
According to research from the Banker, 41 of the top 100 Central
American banks are in Panama. The country boasts some of the
best banks in the region in terms of attractiveness of investment
and security for assets. Banco General, Bladex and Bancolombia
Panama are all in the top 5.
DID YOU KNOW?: Panama does not impose any reporting
requirements or offshore income taxes for Panamanian
corporations (Panama has a territorial tax system and only taxes
income produced from business activities conducted within the
territory of Panama).
THANK YOU
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