1.1 Who may incorporate a Panamanian Offshore Company?

Persons of any nationality can form the corporation since it is an "off- shore" company that conducts business outside of Panama.

1.2 Characteristics of Panamanian Corporations?

• Subscribers: For the incorporation it is required a minimum of two persons, of legal age and of any nationality, even though it may not be Panama.

• Capital: Corporations do not require any paid- in capital or any specific amount of money for the corporation to operate. It is only required to indicate the amount of authorized capital in the Articles of Incorporations.

• Objective: There is a very wide range of possible corporate objectives. A corporation can carry on any type of licit business and there is no need to list all the objectives in the Articles of Incorporation. Nevertheless, it is important to at least indicate that it can carry on with any type of licit objective, unless specific objectives were required.
  

• Directors: Panamanian corporations must have a minimum of three (3) directors that may be individuals or legal entities of any nationality and not necessarily shareholders of the corporation. The directors` names and addressees are public and must be disclosed in the Articles of Incorporation. If, for confidentiality reasons, the client does not want his identity to be disclosed as part of the board of directors, our company will appoint a nominee board as part of the services provided.
  

• Articles of Incorporation: Corporations are organized compliant with a document called Articles of Incorporations. For this charter, a protocol must be done by a Notary Public and then registered in the Public Registry of Panama.
  The Articles of Incorporation not necessarily ought to be granted in Panama and can be issued in any language. If it's granted outside of the Republic of Panama a Panamanian consul must authenticate it and then go through the process of being protocolized by a notary in Panama.

Shares: Shares can be issued in the following way:

• Nominative Shares: These are issued with the specific name of the owner.

• Bearer Shares: These are issued without indicating the name of the owner. The owner then will be the physical holder of bearer share. These can only be issued after its complete payment and released.

• Shares with Par Value: These have predetermined value before being sold. The persons with an interest in the Articles of Incorporation determine the share's value.

• Shares without Par Value: The amount of contribution is not indicated, and shares without par value can be issued only if the number of these shares is specified in the Articles of Incorporation.

• Vote: Shares can be issued without voting powers or with power to vote, where the majority of votes from any type of shares is required, for a particular purpose and when indicated by the Articles of Incorporation.

• Officers: According to our law, a minimum of three (3) directors is required: President, Secretary and Treasurer. The same person can occupy these positions, only if stated in the Articles of Incorporation. The officers may be of any nationality and not necessarily be directors, unless indicated in the Articles of Incorporation.

• Duration: Panamanian law allows incorporating a company as perpetual, that is, for an indefinite length of time.