|
Organization and Management
|
|
Corporations
may have its legal domicile anywhere in the world and may
keep the Stocks Register and the Minutes’ Book outside
Panama.
The
Stockholders Assembly is the corporation’s maximum authority
while the Board of Directors is the authority in charge of
administering and managing all corporate businesses. However,
to sale, rent, exchange, or transfer part or all corporate
assets, including its clientele, privileges, franchises,
etc., Law 32 on Corporations limits the Board of Directors
powers' by requiring the previous authorization, by means of
a resolution from the majority of the stockholders with the
right to vote on the matter, and evidenced in minutes duly
issued or by having the written consent from all of them.
Law 32 does allow for the Board of Directors to encumber
corporate assets to guarantee corporate assets or to transfer
its assets to a trust. |
|
Notwithstanding
what is ordered by Law 32, powers of the Board of Directors
to act on behalf of the corporation may be limited in the
Articles of Incorporation or the Corporate Charter or any
amendment thereof.
Meetings of
Directors or the Shareholders’ Assembly can be carried out by
communication via fax, emails, or any other electronic way,
just by expressing in the corresponding minutes how the
meeting was celebrated. |
PANAMA, ESPAÑA
AVENUE |
|
Resolutions are
also valid when they have been duly signed, even when
shareholders or directors have signed it on different dates
and places.
The Resident agent of the
corporation must keep complete information about the real
client or final beneficiary of the corporation, to comply
with the required “know your client” rule as its registered
agent. This information may only be revealed after receiving
a judicial order from a competent authority. Be advised that
a resident agent is not considered the same nor has the same
obligations as the Registered Office of other jurisdictions.
Corporations must keep a
Stocks’ Register Book and a Minutes’ Book, while the opening
of these books should be done at a Notary, to ascertain the
book’s opening date.
Corporations not planning to do
business within the Republic of Panama are not required to
obtain a commercial or industrial license from local
authorities and can then operate as Offshore Corporations,
outside or from Panama. |
|
|
|
Other use: Invoicing or
"Re-Invoicing"
|
|
One way to
obtain the tax benefits of a Panamanian offshore corporation
is through its use for invoicing or “re-invoicing”. As
indicated in Panama’s Taxation Code, the term refers to the
activity of invoicing from an office in Panama (belonging to
a Panamanian Corporation, the sale of products or
merchandise at a price greater than that originally charged
or invoiced to the office or corporation in Panama. And, as
long as the goods or products stay outside Panama, income
resulting from this activity is not subjected to income tax
in Panama since it is considered to be an offshore operation.
Our Law Firm
offers this invoicing service so, from Panama, your clients
abroad may receive an invoice for an amount greater than
that initially issued and delivered by your company (in your
country) to the Panamanian corporation. Our fees will depend
on the amounts of the invoices and the sums involved.
For further questions on this subject,
please contact us. We will be glad to assist you.
|
|
