Guide To Create A Company In Panama

Panama's current business landscape is full of actors in different industries that take an active role injecting capital into the country's economic movement, developing businesses that turn out to be prosperous. All these positive results start with an original idea that later materializes into a company and in this guide we develop the first steps you should take to make that exciting bet of starting a company in Panama.

Panama is an attractive scenario for doing business.

There are many factors that make Panama an ideal scenario for the development of all types of businesses. Some determining factors that are evaluated by both national and international actors are:

1. Geographic position:

Panama enjoys an extremely strategic geographical position, since, being located in the center of the American Continent, between the Atlantic Ocean and the Pacific Ocean, it becomes a crucial transit site for global trade, which brings great benefits to facilitate the exchange of goods at an international level and for the development of maritime transit and global communication.

2. The circulation of the U.S. dollar:

Although it is true that the official currency of the Republic of Panama is the "balboa", a key aspect that has favored and has been considered as a great advantage to maintain the solvency and economic stability in Panama, is the circulation of the U.S. dollar in the country. This circulation is completely permitted and regulated, which has contributed to the development of commercial activity, being a great attraction for foreign investment in Panama.

3. Special economic zones:

Panama has some "Free Trade Zones" in Panama, which enjoy tax, customs and labor incentives, which are fundamental for the economic growth of the country, promoting the development of trade, attracting foreign investment and supporting the creation of new jobs for the local people where these zones are established.

Among the Free Trade Zones established in Panama, we can highlight the Colon Free Zone (CFZ), considered the largest and most important free trade zone in Latin America, which offers investors and buyers a series of benefits for the development of their business at a regional level. The Colon Free Zone functions as a distribution center, where companies from all over the world store, distribute and re-export their goods, without paying taxes on these imports. Currently, the Colon Free Zone has more than 2,600 established companies and as its main markets, we can highlight China, Singapore, United States, among others.

This innovative regime was constituted under Law 41 of 2004, which had the objective of creating a fiscal, customs, labor, immigration and special business regime that allows the establishment of a logistics and international business services center, which drives economic growth, attracting foreign investment and generating jobs in Panama. This regime establishes a series of tax incentives, import tariff exemptions and immigration solutions that facilitate the establishment and growth of companies. One of the most interesting aspects is that it offers very innovative residential projects.

This project was established with the aim of promoting and establishing research and innovation centers in scientific, technological, humanistic and cultural areas. Currently, it houses several international organizations and NGOs, but also promotes entrepreneurship and technological development through infrastructures to support emerging companies seeking to undertake in these areas.

It offers tax incentives to those companies or organizations that set up within this regime, obtaining exemptions from income tax and transfer tax on personal property and services (equivalent to VAT) on certain activities.

4. Tax regime

Panama is governed by the Principle of Territoriality in tax matters. This principle is a great attraction for foreign investors, since it consists in the fact that those natural persons and legal entities that do not carry out operations within Panama or obtain income abroad, are not subject to declare taxes in Panama. This means that income generated outside of Panama is not subject to Panamanian income tax.

These four aspects make Panama an attractive scenario for national and international trade. The legislation that regulates commerce is the Code of Commerce of the Republic of Panama, and based on its provisions we can determine which are the types of legal business structures that can be chosen to invest in Panama.

Legal Business Structures in Panama

1. Public Limited Company (S.A.):

It has its legal basis in Law No. 32 of February 26, 1927, which regulates corporations.

It is a legal structure, formed by two or more persons of legal age, of any nationality, that even when they are not domiciled within the Republic of Panama, they may associate to form a corporation with the conclusion of pursuing a commercial activity. Some of the aspects that characterize corporations are:

Enjoying the advantages and benefits provided by its structure. Some of the advantages that we can highlight:

• Confidentiality: Shareholders remain anonymous, since share certificates, registry books and other shareholder information are kept privately within the corporation's books. Likewise, it is not necessary for shareholders to be part of the Board of Directors or hold any position as an officer, therefore, it is not necessary for their identity to be recorded in the documents of the corporation susceptible to be registered in the Public Registry or of a public nature.
• Tax benefits: In accordance with the Principle of Territoriality in tax matters, corporations, even if they are incorporated under the laws of the Republic of Panama, if they do not operate or generate income within the Panamanian territory, are not subject to file income tax returns.
  
  In the case of "Offshore" companies and "holding" or asset holding companies, if they do not carry out operations within Panama, they will be exempt from taxation.
  
  Corporations, regardless of the type of activity they carry out or do not carry out operations, must comply with the payment of the annual Flat Rate in the amount of US$ 300.00.
• Duration: At the time of incorporation, the corporation may be incorporated for a perpetual duration, so that the corporation may survive even when its shareholders are no longer present.

2. Limited Liability Company (S.R.L.):

It has its legal basis in Law No. 4 of 2009. They are a legal entity formed by two or more persons, which can be natural or juridical, which join together to constitute a limited liability company to carry out lawful commercial activities, in Panama or abroad. It is characterized by the following aspects:

COMPARATIVE ANALYSIS BETWEEN CORPORATIONS AND LIMITED LIABILITY COMPANIES IN PANAMA

For business purposes, within the Panamanian legislation there is the possibility of incorporating a corporation or a limited liability company, which can be considered quite similar, however, they have certain characteristics that differentiate one from the other. Therefore, we present this comparison between corporations and limited liability companies:

1. Legal Basis

As a first point, we have the legal basis of each one and, unlike the legislations of other countries, in Panama there is Law No. 32 of February 26, 1927, which regulates corporations, and on the other hand, there is Law No. 4 of January 9, 2009, which regulates limited liability companies. In other legislations, a single law regulates both types of companies.

2. Capital stock:

The main difference is that in a limited liability company the capital is made up of participation certificates, which may be represented in money, labor or goods. These certificates of participation must be issued in nominal form. They are not securities and therefore, in order to be transferred, the approval of the partners is required. The Articles of Incorporation must include the partitions or quotas into which the authorized capital stock is divided and the value of each one.

In the case of a corporation, the capital is represented by shares, which may be nominal or bearer shares. In the articles of incorporation, the law does not require the inclusion of the percentages or the form in which the authorized capital stock of the corporation will be divided.

Advantages for Small Businesses: Venture Corporations

Law No. 186 of December 2, 2020 regulates venture companies in the Republic of Panama.

Within the framework of the Covid-19 Pandemic, the possibility of incorporating this type of company is introduced, which offers great specific advantages for new entrepreneurs who seek to develop their small business. The objective of these companies is that their incorporation process is much simpler compared to other legal structures.

This type of company may only be used for entrepreneurs whose businesses are considered micro and small enterprises.

They are granted by no less than 2 persons and no more than 5 natural persons, of legal age, of any nationality, who are domiciled in the Republic of Panama, who may constitute a venture company for any lawful purpose, in accordance with the formalities and limitations prescribed in Law No. 186 of December 2, 2020. It is important that these natural persons do not form part of any other venture company.

A venture company is constituted by means of a standard statute, which must contain:

1. The names, address, identity document and e-mail address of each of the subscribers to the standard articles of incorporation, who must be partners of the corporation and its beneficial owners. An affidavit must be included in the standard articles of incorporation stating that the subscribers and partners of the entity are its beneficial owners.
2. The name of the corporation, which shall not be the same or similar to that of another pre-existing corporation in such a way as to lend itself to confusion. The name shall include a word, phrase or abbreviation indicating that it is a business partnership and distinguishing it from a natural person or other partnership.
3. The name of the venture company may be expressed in any language.
4. The specific corporate purpose for which the entity is incorporated and an affidavit stating that the entity will only carry out the activities declared in this clause.
5. The name, address, identity document and e-mail address of the administrator or of each of the administrators.
6. The name, address, identity document and e-mail address of the legal representative, if different from the administrator.
7. The amount of the authorized capital stock, which may be in any currency, the shares or quotas into which it is divided and the value of each one.
8. The domicile of the company and the physical address where its offices will be located.
9. The duration of the company, which may be perpetual or for a term.
10. In case the partners so desire, the appointment of a resident agent, which is not mandatory. In the event that a resident agent is not appointed, the director who is appointed as the legal representative of the company shall act as the point of contact between the company and the national authorities and shall be obliged to comply with any request for information that the latter may make to him/her by virtue of the activities carried out by the company.
11. Statement indicating that the corporation may only operate in the Republic of Panama.
12. Other lawful agreements that the grantors deem convenient, provided that they are not contrary to the provisions of this Law, morality or public order.
13. A standard model of the model statute will be available at the single window of entrepreneurship, in conclusion to facilitate the creation of this document by the interested parties.

Incorporation procedure and commencement of business:

For the incorporation and commencement of activities of a venture company, the following procedure shall be followed:

1. The standard bylaws must be signed by the partners in physical or telematic format at the single window of entrepreneurship, together with a physical or digital copy of the identity card of each of the partners and their respective proof of address.
2. The Executive Branch, by means of a regulation of the present Law, shall establish the formality by means of which the standard statute shall be authenticated, in conclusion with the provisions of article 1765 of the Civil Code.
3. Once the document has been authenticated, it will be registered physically or electronically in the Public Registry, which will give it legal personality upon registration.
4. Once the registration of the entity in the Public Registry has been completed, the entity must automatically proceed, by telematic means, with the registration of the entity in the General Directorate of Revenues for the purpose of generating the Single Taxpayer Registry.
5. Once the formality indicated in numeral 4 has been complied with, the system shall proceed by telematic means to the automatic issuance of the operation notice based on the activities declared by the subscribers.
6. Once the notice of operation has been issued, the entity will proceed with the automatic registration of the entity before the Business Registry of the Micro, Small and Medium Enterprise Authority.
7. Once these procedures have been completed, the beneficial owners, as declared in the standard statute, will be automatically registered in the Private and Unique System for the Registration of Beneficial Owners of Legal Entities.
8. The purpose of the procedure for the creation of an entrepreneurial company is for the entrepreneur to formalize and obtain all the necessary permits to operate in the country as quickly and efficiently as possible; therefore, the process described above will be seen as a whole, and for this conclusion the Executive Branch will regulate the cost of the process and the way in which said cost will be divided among the different institutions that participate in the process. However, at the time of making such regulation, it must take into account that the purpose of this Law is to provide an economically accessible tool for the formalization of micro and small enterprises.

Step by Step for Registration and Incorporation of a Company

Having evaluated the different types of legal structures that can be the basis for the commercial operation in the Republic of Panama, the following step-by-step guide can be condensed in the following guide, the necessary actions to incorporate a company and start operations.

Step #1: Constitution of the corporate charter or incorporation document.

It must comply with each one of the requirements established in the law that regulates the corporation to be incorporated. The document must be elevated to Public Deed and must be notarized before a Panamanian Notary Public.

Step #2: Registration of the corporate charter or incorporation document in the Public Registry of Panama.

After being elevated to Public Deed, this document must be submitted to the Public Registry of Panama. It can be filed in presentiality at the institution, or it can be done telematically (to do so, you must have your Electronic Signature).

The deed will pass to qualification and then it will be registered. Once registered, the Registry will grant it a "folio" number, which will be the identification number of the company and from this moment on, the company will be granted legal personality.

Approximate time: 5 working days.

Step #3: Application for registration of the company in the Single Taxpayer Registry of the DGI (Registro Único de Contribuyentes de la DGI)

After the registration of the company in the Public Registry, you must request the registration of the company in the Single Taxpayers Registry (RUC) of the DGI in order to obtain your tax identification number and access to the E-TAX platform through the NIT, platform where you must submit your returns, tax payments, documents such as Paz y Salvos, where you can view your statement of account, among others.

The application for registration in the RUC is made through the E-TAX Platform, by entering the following information:

• Proof of Public Registry.
• Copy of the legal representative's identity card or passport.
• Address, landline, cell phone number, e-mail.
• Copy of the accountant's ID number, suitability number, address, telephone number, e-mail address.
• Copy of a current utility bill, note that the address must be observed on the bill (it must coincide with the address to be placed of the company). Accompanied by a lease contract that proves such address.
• Information on the company's obligations.
• Income information, either from abroad or from Panama.
• Type of billing (Free or PAC).
• Economic activity of the company.
• Data of the resident agent of the company.

Approximate time: 5 working days.

Step #4: Notice of Operations

In accordance with the provisions of Law No. 5 of January 11, 2007, the Notice of Operation is the only process required for the initiation of a commercial or industrial activity in the Republic of Panama.

This document can be obtained through the "Panama Emprende" Platform of the Ministry of Commerce and Industries, by accessing with a username and password; to request the creation of the Notice, the following information must be included:

Requirements for legal entities:

• Valid passport or identity card of the Legal Representative.
• Name of the company name (name of the company) and its incorporation data.
• Valid passport or identity card of the directors and officers of the corporation.
• The company must be previously registered in the RUC.
• Physical location of the facility.
• Company contacts telephone number and e-mail address.
• Determine the activity to which the company is going to dedicate itself.
• Indicate the number of employees of the company (minimum 1).
• Start date of operations.

With the Notice of Operation, a Notice Fee of B/15.00 will be paid for natural persons and B/55.00 for legal entities.

Once the Notice of Operation process has been completed, this document must be printed, signed and kept at all times in a visible place within the commercial establishment.

Step #5: Business Registration with the Municipality

An indispensable requirement for a business to be able to operate correctly and in compliance with the law is that the business be registered in the Municipality or City Hall where it is established.

If the establishment of the business will be in Panama City, it must go to the Municipality of Panama, located in the El Hatillo Building, Calidonia, providing the following documentation:

Requirements for Legal Entity:

• Memorial requesting business registration.
• Copy of the Notice of Operations.
• Copy of valid passport or identity card of the legal representative.
• Sketch of the location of the commercial establishment.
• It must include the township, urbanization, neighborhood, street, street number, number of premises or residence, building and number of apartment or commercial space and at least two reference points (2 copies).
• E-mail, updated telephone numbers.
• Copy of income tax returns from the date of commencement of operation (remark: if the business is from years prior to 2016 you must bring all income tax returns from the date of commencement of the notice).
• Copy of the articles of incorporation and public registry certificate (updated, not older than 3 months).
• As of January 2016, the sign becomes declarative based on the area of the same (length by width), the dimensions must be presented in square meters, at the time of registration.
• Copy of income tax returns from the date of commencement of operations.
• A photograph or a clear impression of the facade of the premises, with the following parameters: If the premises is on the first floor, a photo of the main facade with its access from the street, showing the sidewalk area; if it is on an upper level of a Building/P.H., a photo of the entrance to the P.H. from the street, showing the relationship with the sidewalk area.

Once the business is registered and activated, it is very important to comply with the payment of taxes and municipal declarations. For this, you can rely on your trusted accountant.

Step #6: Registration as an Employer with the Social Security Fund

According to the provisions of Law 51 of 2005, which amends the Organic Law of the Social Security Fund, it is established as a duty of every natural or legal person of public or private law, operating in the national territory, to register with the Social Security Fund as an employer within the first six working days of starting operations, when using the services of an employee or apprentice under an express or tacit employment contract, through the payment of a salary or wage.

Therefore, every employment relationship will generate the obligation to report the payment of labor-management contributions to the entity in charge of social security called Caja de Seguro Social (Social Security Fund).

Once the operations of the company have begun, as well as the labor relations, the employer must register the workers no later than five (5) calendar days following the beginning of the date of operations. In case of omitting such registration, the fines may amount up to a maximum of THREE THOUSAND DOLLARS (USD$ 3,000.00).

In order to report the aforementioned quotas, the employer must register as an employer before this institution, providing the following:

• Special power of attorney.
• Power of Attorney authorizing the delivery of the Confidential Envelope containing the user and password to download the Digital Signature. This power of attorney will be elaborated at the moment of making the procedure in the name of the person in our office in charge.
• Original and copy of the articles of incorporation and amendments thereto.
• Updated Public Registry Certification, valid for up to three (3) months, indicating the composition of the Board of Directors, Legal Representative, if there is evidence of General or Special Power of Attorney granted by the company or duly notarized authorization in favor of the person who will represent the company in the administrative procedures.
• Notice of Operation.
• Sketch of the company's location.
• Copy of the identity card of the Legal Representative, valid passport or permanent resident card.
• Copy of the registered employment contract of each employee who will provide the service (with possible start date of employment relationship).
• Utility bill that proves the address of the commercial establishment and that of the company.
• List of Employees.
• Employer Registration Application, completed and duly signed.
• Signature Registration for processes with the Social Security Fund through the Income and Economic Benefits System (SIPE), signed by the Employer.

After registration, the employer will be subject to compliance with the mandatory labor registration, verifying before the Social Security Fund the data of its employees such as: Names and surnames, personal identity card or passport number in case of foreigners, as well as the identification number assigned by the Social Security Fund, time worked, periods regulating the payment of salary, wages earned.

Employers, when paying the salary or wages to their employees, shall be obliged to deduct the contributions that these must satisfy in accordance with the provisions of Law 51 of 2005 and, together with the employer's contribution, to deliver to the Social Security Fund, the amount of these, as well as the national taxes deducted and withheld from their employees, within the month following the month to which they correspond, according to the dates established in the regulations issued for such purpose by the Board of Directors.

Having gone through the different legal structures that could support a company in the Republic of Panama, it feels appropriate to end this publication with some advice for any potential investor.

Tips for Investing in Panama

1. Get legal advice to select the appropriate legal structure that will allow you to develop your business successfully within the territory of Panama.
2. Choose a strategic location for your business taking into consideration the existence of free trade zones and special economic zones that offer incentives for the economic development of companies.
3. Seek advice on tax matters. With Panama being a country with a territorial tax regime, it is important to understand what tax obligations the business to be developed in the country will be subject to and what tax benefits are applicable.
4. Use the step-by-step guide to incorporating a company that we have developed here as a reference to ensure that you are in compliance with all obligations arising from the business activity.
5. Evaluate the quality of the labor force that the country offers, highly qualified in sectors such as logistics and technology. Receives advice on labor regulations to evaluate what is the most convenient to conform the work structure of the company.
6. Take advantage of the free trade agreements signed by Panama and consider them as part of the possibilities of business scalability to other countries in the region. Get ready for regional growth because Panama has proven to be a hub that opens up opportunities for international business growth.

With comprehensive legal advice on corporate law, intellectual property, tax law and labor regulations, companies have the opportunity to succeed in an entrepreneurial ecosystem that is enhancing its advantages every day to host foreign investment that contributes to the economic development of the nation.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.