Panama Limited Liability Companies (LLC) work similar to a Corporation but with less complexity. Law 4 from January 9, 2009 regulates their requirements and operations. These companies can carry civil or commercial activities, whether in Panama or anywhere in the world.
LLCs must carry a name available at the Panamanian Public Registry, and such name must include the suffix Sociedad de Responsabilidad Limitada or the initials S. de RL The LLC can be established for a finite period of time, or indefinitely.
Characteristics
Subscribers: The law requires a minimum of 2 persons, whether natural or legal, to open an LLC. These persons can be Panamanian or foreigners, and they are NOT required to be a company owner.
Initial Investment: The initial capital to open the LLC does not have to be liquid or available up front, and can be registered in any currency. The responsibility of each partner is limited and proportional to the capital invested.
Partners: The law requires a minimum of two partners or owners to open the LLC, whose information must be recorded in the Public Registry. These can be natural or legal persons, and there’s no maximum cap the number of partners. Owners can dispose of their stake in the company at any time with a private document.
Incorporation Process
The law requires a private notarized document or a notarized public deed to open an LLC and register such company in the Public Registry. This document will include:
The personal details of subscribers and partners
The LLC official location
The LLC duration, whether for a finite period of time, or indefinite
The purpose of the LLC, which can be open or limited
The initial capital investment in any currency, which we recommend to be of US10,000. However, the minimum capital investment can be less or more than that.
The personal details of managers responsible for the LLC administration and the legal representation. These managers may or may not be LLC owners
The personal details of any other administration member (e.g. secretary, treasurer, etc), persons with general or special power of attorney, and
Advantages
One of the main benefits of an LLC is its transparency, given that the owner’s personal information is publicly available, which is a requirement to do business in many countries nowadays.
Besides, it is possible to use Panamanian LLCs to do business whether in Panama or abroad, and the owner’s personal assets are separate from the LLC assets in the same way that Corporations (such as IBC) work.
On top of that, LLCs can be converted to Corporations at any time, and the other way around.
Finally, all foreign, non-Panamanian sources of income of the LLC are NOT subject to Panamanian income taxes.
Contact Us for more information or to open your LLC in Panama.
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What is Included?
The IBC incorporation includes:
Certificate of Incorporation (CRP)
Certificate of Incorporation English Translation
Original Articles of Incorporation (Pacto Social and Deed)
Corporate Handbook including:
Minutes
Notarized Stock Registry
Notarized Acts Record
Resignation of Subscribers
Resignation of Nominee Directors (if applicable)
Meeting of Board of Directors
RUC/Tax ID Number
Tax Login Account Info
Share Certificates issued as requested
Digital Copies of all signed documents
First Year Government Tax
Public Registry and Notary Expenses
What is Included?
The LLC incorporation includes:
Certificate of Incorporation (CRP)
Certificate of Incorporation English Translation
Original Articles of Incorporation (Pacto Social and Deed)
Corporate Handbook including:
Minutes
Notarized Stock Registry
Notarized Acts Record
Resignation of Subscribers
Resignation of Nominee Directors (if applicable)
Meeting of Board of Directors
RUC/Tax ID Number
Tax Login Account Info
Holding Certificates (Participaciones) issued as requested
Digital Copies of all signed documents
First Year Government Tax
Public Registry and Notary Expenses
WHY SHOULD I USE NOMINEES ?
By law, opening an IBC Corporation requires naming 3 persons (individuals or entities) for Directors and 3 for Officers. Directors and Officers may or may not be the same persons. Together, Directors and Officers are responsible for IBC management and administration before the law . The names of Directors and Officers are recorded in the Panama Public Registry.
Panamanian law allows the use of Nominee Directors and Officers. Kraemer and Kraemer offers our law firms’ Corporate Nominees, which can be appointed as your Nominee Directors and / or Officers in your IBC. This has an additional cost of $300 PER YEAR , and allows you to use up to 3 Corporate Nominees, provided by our firm.
Using Corporate Nominees is a good option when you are concerned with personal privacy. However, please be advised that some Panamanian banks may not be willing to work with an IBC with Corporate Nominees.
WHY SHOULD I USE NOMINEES ?
By law, opening a LLC Company requires naming at least 2 persons (individuals or entities) for Managers and 1 for Officers. Managers and Officers may or may not be the same persons. Together, Managers and Officers are responsible for the LLC management and administration before the law . The names of Managers and Officers are recorded in the Panama Public Registry.
Panamanian law allows the use of Nominee Managers and Officers. Kraemer and Kraemer offers our law firms’ Corporate Nominees, which can be appointed as your Nominee Managers and / or Officers in your LLC. This has an additional cost of $300 PER YEAR , and allows you to use up to 3 Corporate Nominees, provided by our firm.
Der Einsatz von Corporate Nominees ist eine gute Option, wenn Sie um den Schutz Ihrer Privatsphäre besorgt sind. Bitte beachten Sie jedoch, dass einige panamaische Banken nicht bereit sind, mit einer LLC zu arbeiten, die mit Corporate Nominees registriert ist.
WHY SHOULD I USE NOMINEES ?
Per Panamanian Law, opening a Private Interest Foundation (P.I.F.) requires naming at least 1 person (people or entities) as the founder and 3 Advisory Council Members.
The founders and the council members can be the same people.
Together the founders and council members are publicly responsible for the administration of the P.I.F., and the names of the founders and council members are registered in the Panama Public Registry.
The Panamanian law allows the use of Nominal Founders and Council Members.
Kraemer & Kraemer offers corporate nominees from our firm, which could be named your Nominal Founders and Council Members in your P.I.F. This has a yearly fee of $300 and allows the use of up to 3 corporate nominees our Law firm provides.
The utilization of Corporate Nominee service is a great option when it comes to personal privacy, however, you need to be advised that some Panamanian Banks may decline to work with a registered P.I.F. with Corporate Nominees.