El siguiente artículo podrá encontrarlo en la web de Esperanza Delgado
Seguridad jurídica de las sociedades anónimas Panameñas (S.A.) y de las Sociedades Anónimas tipo Off-Shore
The Republic of Panama, given its strategic geographical location and financial for the year 1927, exactly in the month of February, created the public limited companies Act, contained in Law No. 32 of February 26, 1927 and it has undergone several changes with the passing of the years through laws, decrees and decree-laws, which have been structured and adjusting it a reality both national and international.
With regard to corporations such Off-shore, they have the same legal origin corporations, but their difference is that the Off-shore cannot have their acts of trade in the place where they are established or domiciled, as the term off-shore means outside coast.
Given that the Republic of Panama has a prominent and important role in the global economy, what we call service economy such as banking center, the Colon Free Zone, the Panama Canal and the Corporations or corporate structures and as, Private Foundations, (of the latter discussed in a forthcoming article.)
Returning to the service economy, the Panamanian Corporations are a good option for those investors wishing to invest in Panama or do business in this country, for the benefits of legal and tax rate benefits they offer.
The importance of these corporations and offshore corporations, lies in its versatility, safety, flexibility, reliability, easy handling and easy creation by foreign investors. As its name implies, the Corporation, keep anonymity for the rightful owners or holders of the shares that make up the property or assets of the Company, which commonly we call CONFIDENTIALITY. WHY?.
Because the formation of the Company or such off-shore company, it is not necessary to translate the names of the real shareholders, or owners, within the Social Pact, it has the option to appoint three directors who may be known or people in their absolute trust and one of them can bear the charges of dignitaries, in which case he would be president, secretary and treasurer. For this reason, if shareholders wish to have complete anonymity, it may be because their names are recorded in the Book of Shares of the Company and not in public office.
These shareholders exercise their ownership and control of the company, through a General Power, exclusively high Notary Public, without registering with the Public Registry, which is the governing body and attests to the creation of the Corporation. (And you can gather information society movement). This is what makes true anonymity for shareholders of the Corporation SA or off-shore type.
TAXES. HOW TO ACT?
The off-shore Corporations are exempt from property taxes, utilities, profits or gains do not pay any taxes, including income tax, provided they are obtained or made outside the territory of the Republic of Panama. Also, do not require submission of financial statements, business or tax when these activities are performed by the Company or Offshore Corporation outside the Republic of Panama.
The only amount that is paid annually for maintenance of these societies is flat tax and a state payment to the resident agent, as mandated by law.
Since Corporations or Corporations Offshore Panamanian law allows them to appear as holders or owners of any property whether movable or immovable property or any assets, including bank accounts located anywhere in the world , without requiring their declaration on the Republic of Panama. Likewise, the Tax Code of Panama, acting under the principle of territoriality, allowing Corporations or Corporations Off-Shore, conduct billing operations and re-invoicing of goods and merchandise, provided such products or goods do not enter the tax jurisdiction. This can be done from an office located in Panama. From this point of view this operation is considered offshore tax-free profits.
To most foreigners, worldwide, it is very attractive to create limited companies (SA) Off-Shore, as their constitution, is made through an attorney, referred to in these corporate structures, as the Resident Agent, and creation can be done within 48 hours, at a relatively very comfortable cost.
It should be borne in mind that Law 32 of 1927, requires for its formation involving two or more persons whether domestic or foreign, or natural or legal persons, as subscribers (they are signing the constitution of society in the Republic of Panama), and at least three directors who may be officers or not and is not necessary physical presence in the country. Big advantage, since anyone can send to form a corporation in Panama, without having to visit the country. So any foreigner can own his/her own corporation or offshore corporation, without traveling to Panama.
Therefore the company can be created through third parties who are present in the country and are known for legal purposes SUBSCRIBERS, who raise the Social Pact in a public for this reason the law gives them an action to each of them. However, this subscriber, who does not own society, or for any actions, sign and endorse the action to its rightful owner thus giving to Action. It should be noted that the law allows a single shareholder to own the full 100 percent of the shares of the company.
With regard to capital, usually the minimum capital is typically used B/10.000.00, however, it is not required that this capital is deposited in banks or the corporate assets are located in the Republic of Panama. Because these corporate structures signed simply do not pay more capital, unlike other countries where their capital should be paid and not signed.
For any of these actions, the law is very smart to allow the designation of the same in registered or bearer. For the total anonymity of the real owners, they will take them to the carrier, as one who carries a blank check.
In addition the Act has given to these corporate structures, a number of powers as to sue and be sued, acquire, purchase, use of movable and immovable property, conclude contracts of all kinds, to convene its meetings anywhere in the world, bring their business and exercise its powers in foreign countries, directors, officers, and subscribers can be of any nationality, can bring their books and carry out their board meetings anywhere in the world and engage in any activity, you have in mind, if it is legal.