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Offshore Services - Panama
Supplementing the comparative tables on company formations -Brief summaries of the company Law in Panama and
Forming a Panama Corporation
The corporation law of the Republic of Panama provides that any two natural persons acting as the 'organisers' and the 'subscribers' may appear before a Notano Publico to organise and constitute a corporation. (In Panama public notaries govern most entities under the direction of a government appointed lawyer.)It is the usual practice for natural or juridical persons outside Panama to accomplish the formation of a Panama company through a local Panamanian law office, a trust company or a professional management company.
For the purpose of drafting necessary documents, the following simple information and particulars are supplied by the client to the incorporators.
- Name: A preferred name, with two alternatives in the event the desired name may conflict with a name already in use, expressed in any language, must include 'SA' (Sociedad Anonima), 'Corporation', or Corp.', or 'Incorporated'' or 'Inc.' to clearly denote a limited liability entity.
- Objects: While the standard Articles of Incorporation for a Panama company intentionally provide a very broad scope, it is not unusual to include one or more articles which deal with the client's intentions.
- Capital: The capital of a Panama company is expressed as 'authorized capital' and there is no minimum capital or time limit requirement within which the 'authorized capital must be paid in.
- Unless there is a compelling reason to the contrary, it is standard practice to specify an 'authorized capital of US€10,000, represented by 100 common, voting shares having a par value of US€100 each, or to express the capital as being 500 common, voting No par shares. In either case the nominal capital registration (payable once only) is US€60.00
- Shares may be issued in ''Bearer' or in 'Nominative' form. Preferred, Class A, Class B, voting and non voting and other shares structures are permitted.
- Organisers: Local nominees usually act as the organisers and subscribers for incorporation purposes.
- Directors: A minimum (with no maximum) of three directors is required. These may be of any nationality residence or occupation; It is general practice to employ local nominees for this purpose. Juridical persons cannot act as directors.
- Officers: A President, a Secretary and a Treasurer are required. While these must be natural persons (not juridical persons), there are again no requirements as to nationality, residence or occupation. While one person may hold more than one office, it is customary that the President should not also be the Secretary. One of the officers is usually named as Vice-president. There may be as many Vice-presidents as required. Managers may also be named if desired. Local directors and officers are customary.
- Domicile: A Registered agent domiciled in Panama is required and law law must be a practicing lawyer or law firm. Local trust and management companies usually name their own lawyer as the Resident Agent. The corporation may have a limited or unlimited life; it is customary for the 'duration' to be perpetual. So simple is the formation procedure that incorporation can usually be effected within 24 hours. While a corporate seal is not required it is suggested that one be included in the incorporation at a nominal cost.
Charges & Fees:
Please see above. The all in cost for formation of a standard format Panama Corporation will vary depending upon the agent retained and services required by the client. The charges set out above are average.
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Send this Application by E-Mail
For privacy concerns we recommend payment by MoneyGram or Western Union. Alternatively to pay by Bank wire, Liberty Reserve, Pecunix, MoneyGram or Western Union please proceed to and order at our secure web site order form Your order code is "Bearer Share Company / Trust / Foundation."
To order and pay by CREDIT or DEBIT CARD:
Credit cards accepted:
° Visa Purchasing
Debit Cards accepted
° Visa Debit (Delta)
° Visa Electron
° International Maestro (via 3D secure processing only)
For GBP processing we also accept the following debit cards:
° UK Domestic Maestro (Switch)
Aa 5% surcharge has been added for all credit/debit card orders. Please click on the SUBMIT button below. You will be taken to our secure credit card payment centre. Please type in your email address, then click CONTINUE and fill in the requested credit/debit card information.
Your order code is "Bearer Share Company /
Trust / Foundation"
Thank you for your business.
PT SHAMROCK LIMITED will use local nationals as directors of the company to protect the owner's privacy. Due to heavy demand allow for 21 to 28 business days for the creation of your offshore Corporation. If the company name initially chosen already exists in the Public Corporate Registry, PT Shamrock Ltd. will use an alternate name and will notify the owner of the new name.
For your order you will receive:
Articles of Incorporation,
National Nominee directors,
"Bearer Stock Certificate and
Notarised Power of Attorney.
Inquiries are welcomed. at any time.
Panama Trusts & Private Interest Foundations:
The Private Interest Foundation Law of Panama is based on the Panamanian Trust Law (No. 1, 1994) as well as the Liechtenstein family Foundation of the Principality of Liechtenstein in Europe..
The legislative Assembly has recently approved Law No. 25 of June 12,1995, whereby private interest foundations are regulated. We Will summarize in the following lines its relevant aspects:
The foundation may he constituted by one or more natural or juridical persons, either by themselves or through third parties. The endowment of a foundation capital is required exclusively destined to the purposes expressly provided in the foundation instrument. The foundation capital may be increased by the founder or by the Board of Governors of the Foundation.
- Constitution may be obtained through the following methods;
a) private instrument subscribed by The founder, whose signature must he authenticated by a Notary Public; and
b) before the Notary Public of the place of constitution. In case the foundation is to be formed to have effect after the founder's death, testamentary grant formalities are not required. The foundation instrument must contain:
- Name of the foundation, which must not be identical or similar to any other existing foundation in Panama. The word "foundation" must he included in the name;
- Foundation capital not less than US€10,000.00.
- Names and addresses of the foundation board members to which the founder may be long;
- Domicile of the foundation;
- Name and domicile of the foundation's resident agent (lawyer or law firm) who must authorize the foundation instrument before its registration at the Public Registry Office;
- Purposes of the foundation;
- Procedure to appoint the foundation's beneficiaries, among which the founder may be included;
- Reserve of the right to modify the foundation instrument when deemed convenient;
- Duration of the foundation;
- Destiny of the foundation assets and liquidation procedure upon dissolution, and;
- Any other lawful clause the founder deems convenient.
Private interest foundations must seek non-profitable purposes. Nevertheless, commercial activities may he carried out and capital stock rights may he enforced by the foundation as long as the outcome of such activities is destined to the foundation's purposes.
All foundations are subject to payment of registration fees and annual franchise tax equivalent to those charged to Panamanian corporations. All acts of constitution, modification, extinction, transference or encumbrance regarding the foundation assets and foundation assets related income, are exempt of any kind of taxes, duties, charges or fees, if such assets meet the following requirements:
a) assets located abroad;
b) money deposited by natural or juridical persons whose rent is not of Panamanian source or not taxable in Panama;
c) stocks or any kind of securities, issued by corporations whose rent is not of Panamanian source or not liable by any cause.
Registration of the foundation instrument before the Public Registry Office shall invest legal capital to the foundation, regardless of any other legal or administrative authorization. Said registration will also be of public record against third parties.
Once the foundation is registered, the founder or third parties that have obliged to the endowment of assets ( either current or failure), must formalize its transfer. An important characteristic of the foundation capital is that it constitutes an independent property) from the founder's personal property. Therefore, foundation capital may not be attached or garnished, except for damages or obligations incurred as result of the foundation purposes. In any case, foundation capital will compensate personal obligations of the founder or the beneficiaries.
- Irrevocability: Private interest foundations and transfers to the foundation are irrevocable.
- Foundation Board: This board must have a minimum of three (3) members, in the case of natural persons. It's main function is to fulfil the foundation purposes.
- Supervisory Organs: Besides the foundation board, the foundation instrument may provide for the appointment of Supervisory organs (custodians, auditors or any other similar) appointed by the founder or majority of founders.
- Dissolution: Specific causes are established in the Law, but in general they may he perpetual.
- Foreign Foundations: Foreign foundations may be registered in Panama and continue its legal existence as a private interest foundation in the Republic of Panama. Likewise, private interest foundations constituted according to Panamanian law and its assets, are entitled to transfer to other foreign jurisdiction.
- Banking Secrecy: All members of the Foundation Board and supervisory Organs as well as private or public functionaries that are aware of the foundation activities or operations must provide reserve and confidentiality at all times, and are subject to civil and criminal responsibility.
The foundation instrument may express that all controversies will be settled by arbitration. In lack this provision, general Procedural Law would he applicable.
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PT SHAMROCK LTD.
In both cases, please add courier costs for the expeditious, secure delivery of your documents to you. (€50.00). You may also send this application by mail:
Alternative Method of Payment WIRE TRANSFER:
Please let us know if you wish to wire transfer funds. We will need to know the bank and city of the bank wire will be coming from. Thank you.
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Offshore Trust Application Form.
I. NAME OF PERSON ORDERING:
2. YOUR STREET ADDRESS:
(Please indicate your street address for air courier delivery of your documents)
4. NAME OF TRUST BEING ORDERED:
(Name under which the Trust will be indexed)
5. (List beneficiaries; or if you would like your beneficiary to be the BEARER, or an offshore corporation)
6. DATE OF APPLICATION:
7. New Offshore Trust (US€950.OO) Customized Trust (US€1250.00)
8. We accept payment by WESTERN UNION, e-gold, e-bullion and bank wires.
We also accept . Please fill out the order form and indicate your preferred method of payment.
SEND THIS APPLICATION BY AIR COURIER WITH PAYMENT (U.S. dollars only) in a bank draft payable to the information below.
Enclose US€950.oo for a new Offshore Trust. Enclose US€1250 if you want to setup a customized Trust. In both cases, please add courier costs for the expeditious, secure delivery of your documents from us to you. (€50.00-USA, €65.00-Europe, €75.00-Asia).
You may also send this application by mail.
Please include a fax or email address in case we need to contact you about your order. Thank you!
PT Shamrock Ltd. will use local nationals as creators and First Trustee of the Trust until a Second or Permanent Trustee is appointed, and to protect the owner's privacy. Due to heavy demand allow for 21 to 28 business days for the creation of your offshore Trust For your order you will receive:
Deed of Trust,
Beneficiaries Trust Resolution,
Notarised Power of Attorney and
Certificate for the totality of the units of Beneficial Interest.
Inquires' are welcome at anytime.
- Please note. Rules are subject to change without notice. If in doubt mail us your exact requirement for a quote. Contact us at the information below:
PT Shamrock Limited
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