Panama *
Legal *
Country code – PA
Legal basis – Civil law
Legal framework – Private Interest Foundation Law, 1995
Regulatory board - Panamanian Government Public Registry
Entity – Private Interest Foundation.
Liability - The properties and resources of a Private Interest Foundation constitute an independent patrimony from that of the Founders, the Foundation Council members, Protector, and Beneficiaries.
Patrimony – The minimum contribution may not be less than US$10,000, in assets or cash, and may be denominated in any legal currency. The foundation may be set up without assets provided that there is an undertaking that assets will be transferred after the foundation is set up.
Founder - The Founder is the person who presents the articles and registers the Foundation in the Public Registry of Panama. The founder may not have influence over the control of the Foundation
Foundation Council – Similar to a board of directors, a Foundation requires 3 council members, President, Secretary, and Treasurer. Council members may be natural or legal persons. If a legal entity, a sole council member may be sufficient.
The council members are each registered in the public registry with their names, addresses, and identifications. Nominee council members are allowed.
Protector – The protector is who ultimately controls the Foundation and all its assets and is appointed by the Foundation Council, which can be done privately through a Private Protectorate Document, so its details are not disclosed to the public. Once appointed, the Protector has the power to remove or replace the council members at his own discretion. The Foundation may decide to not use a protector. Nominees are available.
Beneficiaries – The beneficiaries of the foundation are appointed by the protector through a Letter of Wishes, or through the Foundation By-Laws. Privacy and confidentiality of beneficiaries are ensured as the Letter of Wishes and By-laws may be private. The foundation can establish the Protector as the sole beneficiary until death, after that the foundation may continue for the benefit of other beneficiaries.
Beneficiaries' Right to Information - The rights of the beneficiaries are set down in the foundation by-laws, or by resolutions passed by the foundation's council. In addition, any beneficiary who suffers a violation of his rights by the protector, the foundation council or another supervisory body, may directly bring a judicial action before the appropriate court in the foundation's domicile.
Letter of wishes - The Letter of Wishes is a letter written by the Protector, which states how the assets must be managed, distributed, and whether the Foundation will continue existing or will be dissolved upon the Protector’s death or incapacity. The letter of wishes may be held privately or registered publicly, and it can be changed at any time at the discretion of the Protector.
Foundation By-laws - In addition, the Foundation may set By-laws, which has the same functions as the Letter of wishes, if the interested parties wish to have a more formal Foundation testamentary document, written and signed by an attorney. This is not obligatory, as a Letter of wishes is legally enough.
Registered Agent – Panamanian foundations are required to have a Panamanian registered office address and appoint a Panamanian agent, who has to be an attorney or a law firm and must countersign the foundation charter prior to its registration in the public registry.
General Meeting – Council member’s annual general meetings are not mandatory. However, if meetings are held, they can be anywhere in the world, and via any mean. Any resolutions passed are valid regardless of whether they are signed on different dates or in different jurisdictions.
Re-domiciliation – Redomiciliation of foundations from other jurisdictions to Panama is allowed, as well as, migration of Panamanian foundations to other countries.
Mergers - There is no ability for a Panamanian foundation to merge with any other entity.
Charitable/Philanthropic Purposes - Permitted.
Electronic Signature – Allowed.
Compliance – Since 2017, Panama’s Foundations must keep accounting records and underlying documentation, which must be available for 5 years. Records may be kept at the office of the resident agent in Panama, or at any other place determined by the council members. Foundations are not required to file accounts, annual return or tax return, provided that they do not hold assets or conduct activities in Panama.
- Corporate founder permitted * *
- Corporate council members permitted * *
- Protector/Guardian required * *
- Local regulated person required * *
- Founder not disclosed in a public registry * *
- Council members not disclosed in a public registry * *
- Protector/Guardian not disclosed in a public registry * *
- Beneficiaries not disclosed in a public registry * *
- Beneficiaries have right to information * *
- Merge permitted * *
- Redomiciliation permitted * *
- Charitable purposes permitted * *
- Registered agent required * *
- Civil law Legal basis *
- USD 10,000 Initial endowment of assets *
- 3 Minimum council members *
- $350 Registration fee *
- $400 Annual government fee *
- 2018 AEOI *
Taxes *
- Offshore Income Tax Exemption * *
- Offshore capital gains tax exemption * *
- Offshore dividends tax exemption * *
- CFC Rules * *
- Thin Capitalisation Rules * *
- Patent Box * *
- Tax Incentives & Credits * *
- Property Tax * *
- Wealth tax * *
- Estate inheritance tax * *
- Transfer tax * *
- Capital duties * *
- 0% Offshore Income Tax Rate *
- 25% Corporate Tax Rate *
- 0% Capital Gains Tax Rate *
- 0% Dividends Received *
- 0% Dividends Withholding Tax Rate *
- 0% Interests Withholding Tax Rate *
- 12.5% Royalties Withholding Tax Rate *
- 0 Losses carryback (years) *
- 0 Losses carryforward (years) *
- 25% Personal Income Tax Rate *
- 7% VAT Rate *
- 25 Tax Treaties *
Country details *
The Republic of Panama is a country located in the southeast of Central America, in the isthmus of Panama, that unites South America with Central America.
It limits the North with the Caribbean Sea, the South with the Pacific Ocean, to the East with Colombia and to the West with Costa Rica. Its mountainous territory is only interrupted by the Panama Canal.
It has a population of over 4 million inhabitants, which half live in the metropolitan area of its capital, Panama City. Its official language is Spanish. Its legal tender currencies are the US Dollar (USD) and the Balboa (PAB), which is pegged to the Dollar at a 1:1 ratio.
Panama is a presidential representative democratic republic, whereby the President of Panama is both head of state and head of government.
Its economy is one of the most stable in Latin America. Its main economic activities are financial, tourism, logistics services and to a lesser extent agriculture and livestock.
Regarding the primary sector, most of its agricultural production is destined for export. Its main crops are sugar cane, bananas, rice, maize, coffee, and tomato. Panama also exports a wide variety of timber, where mahogany stands out.
Its conglomerate of transport and logistics services are oriented towards world trade, whose epicenter is the Panama Canal, where there are ports of transshipment of containers, free zones of commerce, railroad and the largest air hub of passengers of Latin America.
Tourism represents one of the main activities, with over 2 million tourists per year, mainly for business, beaches, and commerce. Most of the tourists come from the US, Canada, Europe, Central America, and South America.
The financial sector is one of the main economic activities of the country. Panama's banking industry is the most modern and largest of Latin America with one of the strictest banking and financial laws worldwide.