Incorporation Procedure

Capital

There is no minimum capital or time limit within the so called authorized capital has to be paid. The standard practice will specify an authorized capital of US$10,000.00 divided in 100 common, voting shares at a par value of US$100.00 each; or it may consist of 500 shares without par value. In both cases, shall be payable the minimum registration tax.

Shares

The corporation has the power to create and issue one or more classes of shares, with designations and preferences. privileges, voting powers, restrictions or requisites and other rights as may be provided by the Article of Incorporation. The shares may have a nominal value but the corporation also may issue shares without par value. Shares may be nominative or to the bearer.

Shareholders

The shareholders constitute the supreme power of the Corporation.

Shareholder's approval is required for: the amendments of the Articles of Incorporation; the sale, lease, exchange or disposal of capitals assets; the approval of mergers or consolidation agreements with other corporations; the dissolution of the corporation.

Board of Directors

The management, administration and business of the Corporation is administered and conducted by a Board of Directors, composed of at least three members of full age, of any nationality. The board of Directors has the absolute control and management of the affairs of the corporation. 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 don't need to be directors, and who must be appointed by public or private instrument, with or without power to substitute.

According our law, the Panama Corporations require a minimum of three Directors / Officers, they may be of any nationality and resident in any part of the world. Due to the fact that the names of the three Directors / Officers have to be recorded at the Panama Public Registry; some clients prefer to have an appointed nominee board and to control the corporation without disclosing the identity of the shareholders. Our Firm provides this service, the three Directors appoint are from our staff. Said nominee directors will not participate in any way in the corporation activities.

Directors

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 shareholders.

Any minutes changing the officers / Directors must be recorded at the Public Registry to be legally binding.

Resident Agent

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 Law Firm.

The Registered Agent may be replaced by means of an amendment to the Articles of Incorporation.

Books

When the operations of the company are not performed in Panama, our law requires only a Minutes Book and a Stock Register Book, which may be kept in any part of the world.

Annual Payments

The only payment that Panama Corporations are required to pay annually is the Annual Franchise Tax of US$ 300.00, plus any fees for the Law firm for being the Resident Agent of the Corporations. Most charge $150.00 per year.