formation and operation of
the formation and operation of corporations or Sociedades Anónimas
are matters that are governed by Law
Number 32 of 1927.
Two or more
persons of full age, of any nationality even though not domiciled,
nor physically present, in the Republic of Panama, may form a
corporation for any lawful purpose pursuant to the formalities
the referred Law Number 32 of 1927
imposes no restrictions upon the ownership of shares of a Panamanian
corporation by foreign citizens or corporations, nor are there any
nationality restrictions nor residence requirements imposed upon
directors or officers of Panamanian corporations under the said law.
corporations are formed through nominee incorporators in Panama, who
execute the basic instrument for incorporation called Pacto Social,
or more commonly known in English as the Articles of Incorporation,
before a Notary Public of the Republic of Panama, and who obtain its
registration at the Public Registry office in Panama, at which time
corporate existence begins.
of Incorporation may be executed anywhere, within or outside the
Republic of Panama, and in any language, and the same may be executed
by means of a public instrument, or in any other form, as long as the
signatures appearing thereon are certified by a Notary Public, or by
any other public officer authorized to certify at the place of
execution thereof. If the Articles of Incorporation have been
executed outside of Panama, they must be legalized by a Panamanian
Consul, or in absence thereof, by the Consul of friendly nation, or apostilled.
the Articles of Incorporation must be protocolized with a Notary
Public in Panama and registered at the Public Registry office in Panama.
contents of the Articles of Incorporation are prescribed by Article 2
of Law Number 32 of 1927, and may be
summarized as follows:
name and domicile of each of the subscribers of the Articles of
Incorporation, i.e., the incorporators.
name of the corporation, which shall not be the same nor similar
to that of another existing Panamanian corporation, and which shall
include a word, phrase or abbreviation to indicate that it is a
corporation and which may be expressed in any language. As a matter
of precaution it is always advisable to provide several possible
names in order of preference, and thus avoid expenses and delays in communications.
The general purpose or purposes for which the corporation is
organized, i.e., commercial, shipping, trading, tourism, etc., and
which may be ample and general.
The proposed capital structure of the corporation, or its
authorized capital, including the number and classes of shares,
whether with or without par value, whether bearer or nominative
(registered) shares, and if there are to be shares of different
classes, the number of shares in each class, the designations and
relative rights, preferences and limitations thereof.
with the above, it should be noted that the amount of the authorized
corporate capital and the par value of the shares may be expressed in
currency of the Republic of Panama, or in legal currency of any
country, or in both.
The number of shares that each of the subscribers to the
Articles of Incorporation agrees to take.
The domicile of the corporation, which may be in Panama or
elsewhere, as well as the name and domicile of its Resident Agent in
Panama, who must be an attorney or an attorney's firm in Panama.
The duration of the corporation, which may be perpetual.
The full names and addresses of at least three directors.
Any other lawful clauses which the subscribers may agree. It is usual
practice to include the full names of the first officers of the
corporation consisting of at least a President, a Secretary and a
Treasurer, as this affords a considerable time saving.