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A. Setting up a Panamanian Corporation
Two or more persons (usually attorneys at law will act as incorporators or subscribers on the incorporation) may form a corporation for any lawful purpose pursuant to the formalities enunciated in Law No. 32 and the Commercial Code. The Corporation thereafter established with a minimum of two subscribers of shares will appear before a Public Notary for the purpose of protocolizing the Articles of Incorporation. The Notarial Instrument must be filed and recorded at the Mercantile Section of the Public Registrar Office to be valid for third party purposes. The act of registration brings the corporation to life.
Upon request, our law office will produce Articles of Incorporation with specific purposes or authorized capital forming the Corporation. The interested party should provide the following minimum information:
(i) Proposed name of the corporation (the name can be in any language but cannot be equal or similar to a pre existing recorded name or corporation); (ii) Purposes. Corporations are allowed by virtue of the law and of its Articles of Incorporation to engage legal activities, including opening Bank accounts, own or lease real estate, to act on maritime or aerial commercial activities in Panama and in any other part of the world. (iii) Authorized Capital and type of shares to be issued (shares can be issued nominative or bear form) and if shares are to be common or preferred. No par value capital is possible too. (iv) Name and domicile of a minimum of three Directors and Officers (our office can provide nominee Directors and Officers); juridical person may (from any other jurisdictions as well) be appointed as Directors or Officers as well. Always with a minimum of three. (v) The book or any electronic means of control for the minutes or stock registry can be kept in another country other than the Republic of Panama; (vi) A re-domicile clause can also be included; (vii) Duration. Must have a clause expressing its duration, it may be as “perpetual”.
There is a simple procedure to establish a corporation. It usually takes approximately 48 hours to register, and it applies also for amendments to the Articles of Incorporation or Charter or to elect new members of the Board of Directors or to increase the authorized capital or to dissolve it. To secure the effectiveness upon third parties a Shareholders or Board of Directors Minutes, needs to be protocolized and registered at the Mercantile Section of the Public Registry Office.
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