Corporation Law of Panama – Company Law
Law 32 of February 26, 1927 – not an official translation
The name of a Panama IBC may be in any language and must include one of the following legal endings: Incorporated, Corporation, Sociedad Anonima, Inc., Corp., S.A
Registered Office and Registered Agent
All IBCs must have a registered agent and a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Panama.
- The articles of incorporation may be executed in any place, within or outside the Republic, and in any language.
- The articles of incorporation shall be in the form of a public deed, acknowledged before a Notary Public .
- The public deed or the protocolized document containing the articles of incorporation must be presented for registration in the Mercantile Registry. The incorporation of a corporation shall have no effect with respect to third parties until the articles of
incorporation have been recorded.
The business of every corporation shall be managed by a board of not less than three directors, all of whom shall be male or female persons of full age.
Every corporation shall have a President, a Secretary and a Treasurer, who shall be chosen by the Board of Directors, and may also have such other officers, agents and representatives as the Board of Directors or the bylaws or the articles of incorporation may determine and who shall be chosen in the manner provided thereby.
There must be one shareholder, either and individual or a corporate body, issued one share valued at US$100.
Shareholders’ names are not filed on the public register.
Every corporation shall have power to create and issue one or more classes of shares of stock with such designations, preferences, privileges, voting powers or restrictions or qualifications thereof and other rights as its articles of incorporation provide and subject to such rights of redemption as shall have been reserved to the corporation in such articles of incorporation.
Panama Certificate of Good Standing
The Panama Certificado de Registro Publico confirms the status of the Panamanian company and confirms if the company is in a state of Good Standing, dissolved or if proceedings have been started to strike the company off the Panama Public Registry.
If the Board of Directors deem it advisable that any corporation organised under this law should be dissolved, the Board within ten days after the adoption of a resolution to that effect by a majority of the whole Board at any meeting called for that purpose, shall cause notice of the adoption of that resolution to be given in the manner provided in Articles 40 to 43 thereof, in a notice of a meeting of the stockholders having voting power to take action upon the resolution so adopted by the Board of Directors.
A Panama company can be restored to the register by the Registro Público de Panamá presuming the company was not struck off the register over 5 years ago, the application must be submitted to the Companies Registry.
The Panamanian Law 52 of October 27, 2016
Panamanian entities are now under the obligation to keep accounting records and to maintain supporting documentation at the offices of its resident agent in Panama or at any other place within or outside Panama. Where the accounting records and supporting documentation are maintained at a place other than the offices of the resident agent, the entity shall be under the following obligations:
- to provide written notice to the Registered Agent of the physical address where the Records are maintained and the name and contact data of the person maintaining same under his custody;
- inform the resident agent, in writing, of any changes within fifteen working days;
- provide the Records to the resident agent, upon request from the competent authority, within fifteen working days, if not, the resident agent shall be under the obligation to resign.
Failure to comply with the dispositions of the Law shall be sanctioned with a US$1,000 fine, plus US$100 for each additional day that the non-compliance continues and is not remedied.
Copies of the share and shareholders registries of Panama corporations are required to be sent to the resident agent.
The Public Registry shall suspend the corporate rights to any entity that does not pay its franchise tax for a period of three consecutive years – then the entity shall have two years to be revived by paying the reactivation fine and fees. Upon expiration of two years, the Public Registry of Panama shall proceed with the definitive cancellation of the entity.