▪    PANAMANIAN OFFSHORE CORPORATIONS

▪    PANAMANIAN CORPORATIONS LAW

▪    BENEFITS AND ADVANTAGES

▪    INCORPORATION OF PANAMANIAN CORPORATIONS

▪    CORPORATE CAPITAL OF PANAMANIAN CORPORATIONS

▪    TAX BENEFITS OF PANAMANIAN CORPORATIONS

CORPORATE ANNUAL TAX IN PANAMA   

ORGANIZATION AND MANAGEMENT    ▪

INVOICING OR "RE-INVOICING"   

ORDER A PANAMANIAN CORPORATION   

OUR LAW FIRM   

PANAMANIAN OFFSHORE CORPORATIONS - 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 of 1927 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 of 1927 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 of 1927, 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.

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" IN PANAMA

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

 

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