Panamanian Corporation law offers a wide variety of incentives for resident or non-resident businessmen and investors due to the flexibility of our fiscal law. The existing legislation provides, among others, the following incentives:
Every corporation, organized in accordance with this law shall have, in addition to the other powers herein bestowed, the following:
Generally, the management of the affairs of a corporation is vested in a Board of Directors and the shareholders are attributed few administrative functions, however, the shareholders constitute the supreme power of the Corporation.
The main functions of the Shareholder’s Meeting are as follows:
The holding of Shareholder’s Meeting at certain date or within affixed time is not required by law. This is to be provided by the Articles of Incorporation if it is not so therein provided; the shareholder’s meeting may be held any time and place, within or outside the Republic of Panama.
The management, administration and business of the Corporation is vested in a Board of Directors, composed of at least three natural person of full age, and subject to that which is prescribed by law and provisions to that effect in the Articles of Incorporation, the Board of Director has absolute control and management of corporate affairs, including the adoption, amendment and repeal of By-Laws.
In absence of a provision to the contrary in the Articles of Incorporation, it is not necessary that the members of a Board of Director be shareholders. 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 need not be directors, and who must be appointed by public or private instrument, with or without power to substitute.
Corporations shall have power to create and issue one or more classes of shares of stock, with designations and preferences, privileges, voting powers, restrictions or qualifications thereof and other rights as may be provided by the Article of Incorporation.
OFFICERS
Corporations must have a President, a Secretary and a Treasurer, who are elected by the Board of Directors. In absence of a provision to the contrary in the Articles of Incorporation or the By-Laws, such officers may be replaced at any time by, resolution adopted by the majority of the members of the Board of Directors or stockholders.
The Panamanian corporations must have a registered agent in the Republic of Panama. According to the Panamanian Law, the Registered Agent must be an Attorney or a Firm of Attorney. The Registered Agent may be replaced by means of an amendment to the Articles of Incorporation.
When the corporation operations are not performed in Panama, it requires only a minute Books and a Stock Registry Book, which may be kept in any part of the world.
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