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Panama Corporations Law

General Corporation Law
Law 32 of February 26, 1927
(Official Gazette No. 5067 of March 16, 1927)

The National Assembly of Panama

HEREBY DECREES:

CHAPTER I: Incorporation

ARTICLE 1. Two or more persons of lawful age, of any nationality even though not domiciled in the Republic of Panama may, in accordance with the formalities hereinafter provided, form a corporation for any lawful purpose or purposes.

ARTICLE 2. Such persons desiring to form such a corporation shall sign articles of incorporation which shall set forth:

1. The names and domiciles of each of the subscribers of the articles;

2. The name of the corporation which will not be the same as or similar to that of another, already existing corporation so as to cause confusion.

The name shall include a word, phrase or abbreviation, indicating that it is a corporation, as distinguished from a person or an association of another type.

The name of the corporation may be expressed in any language.

3. The general purpose or purposes of the corporation;

4. The amount of the capital stock and the number and par value of the shares of which it is to be divided; and, if the corporation is to issue shares without par value, the statements required by Article 22 of this law;

The capital stock and par value of shares of any corporation may be expressed in terms of the legal currency of the Republic or of gold units of the legal currency of any other country, or in both;

5. If there are to be shares of different classes, the number of shares to be included in each class and the designations, preferences, privileges and voting rights or restrictions or other qualifications of the shares of each class; or a statement that such designations, preferences, privileges and voting powers or restrictions or other qualifications can be determined by resolution of the majority in interest of the Stockholders or of the majority of the Directors;

6. The number of shares of stock which each subscriber of the articles of incorporation agrees to take;

7. The domicile of the corporation and the name and domicile of its resident agent in the Republic, who may be a person or corporation;

8. Its duration;

9. The number, names and addresses of its Directors, of which shall not be less than three;

10. Any other lawful provisions which the subscribers of the articles of incorporation may desire to include.


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