Phone(+507) 387-0620
Altos del Romeral, Ave. Santa Elena and Andalucía Street, No. 53. Panamá

Corporate Law

Corporate Law

The stock corporation is the most successful legal vehicle for business in the history of Mankind.  The Panamanian Stock Corporation (“Sociedad Anónima”) has as legal basis, Law No. 32 of 1927, a law modeled on the General Incorporation Act of the State of Delaware, of 1899.  Delaware’s General Corporation Law has been the inspiration for business legislation in the United States.

Law 32 of 1927 has not been modified since its adoption. This says much about its great flexibility. This legislationcreated a regime that is highly favorable to incorporation. As a result of its adoption, Panama has become one of the world’s leading jurisdictions of choice for incorporation.  The many benefits and advantages offered by Panamanian stock corporations, include:

  • Founders: A minimum of two subscribers is required for the creation of a stock corporation.

  • Authorized Stock Capital: The Panamanian Stock Corporation is not required to have any given minimum Authorized Capital.  It may be any sum expressed in US Dollars or any other currency, as defined in the Articles of Incorporation.  There is no requirement that the capital be raised by any given date before or after incorporation, nor is there any requirement that the capital be raised before commencing activities.

  • Activities permitted to a Corporation: The Panamanian Stock Corporation may engage in any lawful activity of a commercial, civil or industrial nature.  An exception is the practice of liberal professions, i.e. Law, Medicine and similar others, whose practice is reserved to natural persons or to civil entities composed wholly by natural persons who in turn are licensed to practice the relevant profession.

  • Language: The Corporation may adopt a name in any language, and it may adopt its Articles of Incorporation, By-Laws and any other corporate documentation, in any language.

  • Shares: The corporation may issue shares with par value or with no par value; it may issue different classes of shares with different rights and privileges, and it may restrict the voting rights, preferences, privileges and other rights, for different classes of shares, as long as this is specified in the Articles.

  • Shareholders: Any natural person or legal entity, national or foreign, may become a shareholder in a Panamanian Stock Corporation.  There is no requirement that shareholder identity be filed at the Public Registry, or at any other official registry (Hence the name “Sociedad Anónima”, which in Spanish means “Anonymous Corporation”).  In the case of shares issued in nominative form, the respective certificate shall express the name of the shareholder whose shares are represented by the certificate, and said name shall also be reflected in the Share Register that must be kept by the Board of Directors, but this is a private register for the internal use of the corporation.

  • Shareholder Meetings: The law does not require that annual meetings of shareholders take place, and the meetings that the Articles require or the extraordinary meetings that are called for, may take place in anywhere in the world. The meeting may takes place with the physical presence of the shareholders, or via any modern mode of telecommunication (video-conference, telephone, even Internet Chat or email).

  • Directors: The Corporation is required to have a minimum of three (3) Directors, or any other higher number that the Articles specify.  The Directors may, but are not required to be, shareholders, unless otherwise provided for by the Articles.  Any natural person or legal entity (i.e. other corporations) may hold the position of Director of a corporation.

  • Officers: Every corporation must designate at least three Officers, President, Secretary, and Treasurer.  A single person may hold two or more positions as Officers, and an Officer may,be, a Director, unless otherwise required by the Articles.

Our Law Office will help you set-up your corporation for any business activities, including international commerce, or to hold asset, such as vehicles, Real Estate, Yachts, Investment Accounts, etc.  We guide you through the key aspects of the corporate process, such as the appropriate structuring of the share capital, the issuance of corporate debt instruments, preparation and adoption of tailor-made Articles of Incorporation and By-Laws, corporate re-structuring, mergers and acquisitions, liquidations and dissolutions.

Apart from commercially oriented corporations, we are able to give you advice in the creation of Foundations of Private Interest and Non-for-Profit Organizations.