The Shares and Share Certificates

A corporation has the ability to create and issue one or more classes of shares, with designations and preferences. Privileges, voting powers, restrictions or requisites and other rights may be provided by the Articles of Incorporation. The shares may have a nominal value but the corporation may also issue shares without par value.

Shareholders identity is not registered at the Panama Public Registry. The Panama Corporation’s shares are issued through private documents; nevertheless, the Resident Agent of the corporation is obliged to know at all times the identity of the shareholders. This information is for the lawyers’ and law firm’s private files. There is a registry of final beneficiaries of the companies, however, it remains private and guarded by a superintendence in case they are required by a Panamanian authority.

Bearer share certificates are still valid in Panama. However, due to a “Bearer Shares immobilization law” (law 47 of 2013) all corporations issuing bearer shares shall state on its Articles of Incorporation that they “commit into the custodial arrangements of its bearer share certificates according to the law 47 of 2013.″ They shall also deliver to an authorized custodian (such as our law firm) the original share certificate(s) along with a sworn declaration signed by the shareholder.

The Board of Directors

The management, administration and business of a Panama corporation is administered and conducted by a Board of Directors, which, according to our laws, requires a minimum of 3 Directors / Officers. They may be of any nationality and a resident of any part of the world.

The Board of Directors usually are the ones in charge of the day-to-day control and management of the affairs of the corporation. It is not necessary for the members of a Board to be shareholders or Panama Residents.

Additionally, if expressly authorized by the articles of incorporation, it is possible for directors to be represented at meetings of the Board of Directors through proxy holders, who don’t need to be directors, and who must be appointed by public or private instruments, with or without power to substitute.r.

The Registered Agent or Resident Agent

Panama Corporations must have a Registered Agent, also called Resident Agent in the Republic of Panama. According to our laws, the Registered Agent must be an Attorney in Panama or a Panama Law Firm. The Resident Agent may be replaced by means of an amendment to the Articles of Incorporation. Resident Agent role is to act and function as a link between the client and the Panama Government and assist with renewals and, when instructed, filling amendments at the Panama Public Registry. Resident Agent is also responsable for the client due diligence checks, beneficial owner registry and keeping copy of the company accounting records.

The Annual Franchise Tax

The only payment that Panama Offshore Corporations are required to pay annually is the Annual Franchise Tax of US$ 300.00. Additionally, our firm fees for being the Resident Agent of the Corporations are US$ 350 per year.ds.