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Re: causeimdaddydamnit post# 88420

Thursday, 08/30/2007 9:47:42 PM

Thursday, August 30, 2007 9:47:42 PM

Post# of 114954
As the question was raised here as to whether the Fundacion's Constitution was signed, it's safe to believe it was since it is listed on the Public Registry:

Two or more persons of full age, of any nationality even though not domiciled, nor physically present, in the Republic of Panama, may form a corporation for any lawful purpose pursuant to the formalities stipulated therein.

In addition, the referred Law Number 32 of 1927 imposes no restrictions upon the ownership of shares of a Panamanian corporation by foreign citizens or corporations, nor are there any nationality restrictions nor residence requirements imposed upon directors or officers of Panamanian corporations under the said law.

In practice, corporations are formed through nominee incorporators in Panama, who execute the basic instrument for incorporation called Pacto Social, or more commonly known in English as the Articles of Incorporation, before a Notary Public of the Republic of Panama, and who obtain its registration at the Public Registry office in Panama, at which time corporate existence begins.

The Articles of Incorporation may be executed anywhere, within or outside the Republic of Panama, and in any language, and the same may be executed by means of a public instrument, or in any other form, as long as the signatures appearing thereon are certified by a Notary Public, or by any other public officer authorized to certify at the place of execution thereof. If the Articles of Incorporation have been executed outside of Panama, they must be legalized by a Panamanian Consul, or in absence thereof, by the Consul of friendly nation, or apostilled.

Thereafter, the Articles of Incorporation must be protocolized with a Notary Public in Panama and registered at the Public Registry office in Panama.

The required contents of the Articles of Incorporation are prescribed by Article 2 of Law Number 32 of 1927, and may be summarized as follows:

u The name and domicile of each of the subscribers of the Articles of Incorporation, i.e., the incorporators.

u The name of the corporation, which shall not be the same nor similar to that of another existing Panamanian corporation, and which shall include a word, phrase or abbreviation to indicate that it is a corporation and which may be expressed in any language. As a matter of precaution it is always advisable to provide several possible names in order of preference, and thus avoid expenses and delays in communications.

u The general purpose or purposes for which the corporation is organized, i.e., commercial, shipping, trading, tourism, etc., and which may be ample and general.

u The proposed capital structure of the corporation, or its authorized capital, including the number and classes of shares, whether with or without par value, whether bearer or nominative (registered) shares, and if there are to be shares of different classes, the number of shares in each class, the designations and relative rights, preferences and limitations thereof.

In connection with the above, it should be noted that the amount of the authorized corporate capital and the par value of the shares may be expressed in currency of the Republic of Panama, or in legal currency of any country, or in both.

u The number of shares that each of the subscribers to the Articles of Incorporation agrees to take.

u The domicile of the corporation, which may be in Panama or elsewhere, as well as the name and domicile of its Resident Agent in Panama, who must be an attorney or an attorney's firm in Panama.

u The duration of the corporation, which may be perpetual.

u The full names and addresses of at least three directors.

u Any other lawful clauses which the subscribers may agree. It is usual practice to include the full names of the first officers of the corporation consisting of at least a President, a Secretary and a Treasurer, as this affords a considerable time saving.






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