Company Name: A Panama IBC must select a unique name in any language that does not match the names of already existing companies. The name must include a suffix such as "Corporation," "Incorporated," "Sociedad Anónima," "Corp.," "Inc.," or "S.A." We recommend providing three name options in order of preference to facilitate checking for availability.
Jurisdiction and Purpose of the Legal Entity:
Jurisdiction: A Panama International Business Company (IBC) is governed by the legal framework and jurisdiction of Panama.
Purpose: When incorporating a Panama IBC, you must select the most appropriate purpose from the six provided options based on your entity's activities. You may choose more than one option if multiple apply. For instance, if the entity is used for holding assets, select the "Holding of Assets" option. If the entity will be issuing tokens or engaging in activities not explicitly listed, select the "Other" option.
Entity Description: Provide a brief description of what the entity will be used for and specify from where the company will be operating or where the majority of the investment will come from. For example, if the entity is used for holding of assets, sepcify what kind of assets the company will be holding. The entity can operate worldwide, but it is mandatory to name at least one country. Additionally, include the source of funds for the incorporation and maintenance of the entity (e.g., personal savings, salary, investments, etc.).
Estimated Turnover and Bank Account: Indicate an approximate amount of turnover or assets the entity is expected to have. If the entity has a bank account, please mention that as well
Authorized Capital: It is maximum number of shares a company can legally issue.The authorized capital for a Panama IBC is generally set at USD 10,000. This amount can be divided into shares of any denomination, but it is common to have shares valued at USD 100 each.
Shareholder: A Panama IBC requires at least one shareholder, which can either be an individual or an entity. There is no residency requirements for the shareholders. The identity if shareholders are not publicly disclosed, providing level of confidentiality and privacy. If an added layer of protection is required, we recommend using our nominee shareholder services.
Directors and Officers: A Panama IBC requires at least three directors. The directors can either be individual or an entity. There is no residency requirement for the directors. Bur the names and details of the directors are recorded in the Panama Public Registry and are publicly accessible. Hence, we recommend using our nominee director services to maintain the anonymity. A Panama IBC must also appoint at least three officers namely, President, Secretary and Treasurer. The officers and directors can be the same individual or entity. Please find below some of the main powers that are usually attributed to Presidents, Secretaries and Treasurers in commercial practice:
President: As a general rule, the president is the Legal Representative of the company. The President is generally given the power to legally represent the company as a legal entity and may grant for this purpose the public or private powers of attorney required in accordance with the laws of the country where they are to be used. He may also represent the company in all public or private acts, contracts and actions, always with the prior agreement of the Board of Directors. In general, he has the power to carry out all those functions that are entrusted to him from time to time by the General Shareholders' Meeting or by the Board of Directors
Secretary:The Secretary is the person in charge of the Minutes Book and Share Register of the company.As such, he/she must attend the meetings held by the Board of Directors or the General Shareholders' Meeting. He/she is responsible for giving notice of all meetings of the Directors and Shareholders, when such notice is necessary.
Treasurer: The Treasurer is the custodian of the company's assets and, as such, must keep a precise and accurate record of the company's accounts. As a rule, he presents a report on the company's financial status at the annual shareholders' meeting.
Beneficial Owners: A Beneficial owner is a person, who directly or indirectly owns, controls and/or exercise exercise significant influence over the entity. A Panama IBC is required to declare at least one Beneficial owner to it registered agent. However, this information is not made public and remains confidential, only accessible to authorized government authorities under specific circumstances, such as court orders or legal investigations.
Custodian: A custodian is an individual responsible for maintaining the accounting and corporate records of the entity. This role can be fulfilled by the Ultimate Beneficial Owner (UBO), shareholders, or a director, provided that the director is not acting in a nominee capacity.
Company Application Submission and Processing Timeline
Once the company application form is completed with all the required information mentioned above, we will send the final form for your digital signature via PandaDoc. After obtaining the signed form and required KYC documents for all participants, it will be submitted to our team in Panama for further review and processing. Once the KYC (Know Your Customer) is cleared from their end, the entity will be filed within the next 24 to 48 business hours. However, it typically takes around 7 to 10 business days to receive the formation documents back from the Panama Registry.