Panama

I. ABOUT THE COUNTRY

The Republic of Panama is situated between Costa Rica in Central America and Columbia in South America with coastlines on both the Pacific and Atlantic Oceans. Panamanian law is based on the Spanish Civil Code, although the company law has been taken from the corporation law of Delaware, USA. Although the official language is Spanish, both Spanish and English are used equally in business.

II. THE ADVANTAGES

Tax will only be levied on activities carried out inside of Panama. Only a US $150 Annual Franchise Tax is payable to maintain the good standing of the company. Panama has excellent telecommunications and well established postal facilities and courier services. The United States dollar is legal tender and freely convertible. Nominee services can be used to protect the identity of the beneficial ownership of a company incorporated in Panama.

III. CHARACTERISTICS OF COMPANIES INCORPORATED IN REPUBLIC OF PANAMA

SHAREHOLDERS

A minimum of two shareholders is required and the names of the subscribing shareholders have to be filed in the public registry. Nominees shareholders can be used. Details of change in shareholders need not be lodged after incorporation. Besides bearer shares can be used.

DIRECTORS

The directors must appoint a President, Secretary and Treasurer. One person, who is neither a director nor a shareholder, may hold these offices. The directors may equally appoint themselves. Details of the Directors have to be registered on the public file.

ANNUAL REPORTING

A Company has to maintain a Resident Agent who is a Panamanian lawyer or a firm of Panamanian lawyers. The minutes book of the company and stock register, which is required under Panamanian law, can be maintained in any part of the world. There is no requirement to file returns with the Panamanian authorities nor to lodge any financial or other information if no business is carried on within Panama unless the company is being wound up.

Foreign language documents that require filing at the Companies Registry must be accompanied by a Spanish translation. Equally company documents in Spanish are accompanied by an English translation.