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Starting Up an Offshore Corporation in Panama. How to Start a Business in Panama

1. There are not currency restrictions in Panama. The U.S. dollar is the circulating medium. 2. It is not necessary to have a paid-in capital. 3. There are no requirements to file any reports with the Panamanian government regarding any off-shore activities, except the annual government franchise tax of US$ 250.00 to remain in good standing. 4. Taxation in the Republic of Panama is based to the territorial source principle. Therefore incomes obtained from operations performed abroad are not taxable under our law. 5. It is not necessary for the interested parties to be present for the purpose of organizing a Corporation. In this case, corporations are formed through nominee incorporators in Panama, who execute the basic instrument for the incorporation called Articles of Incorporation. 6. The directors, shareholders and officers, may be of any nationality and resident of any country. 7. Meetings of directors and shareholders may be held in the Republic of Panama, or in any country. 8. Share certificates may be issued to the bearer or in the name of its owner and may be issued with or without par value. Neither the directors nor the officers need to be shareholders. 9. The accounting books of the corporation may be kept within Panama or abroad. 10. Corporations conducting business outside of Panama, do not require a commercial license for offshore activities. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

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PANAMA COMPANY INCORPORATION. PANAMA OFFSHORE CORPORATION REGISTRATION, Welcome to Coddan online Panamanian companies formation agent. The corporation law of the Republic of Panama provides that any two natural persons acting as the organizers and the subscribers may appear before a Notary Public to organize and constitute a corporation (In Panama Public Notaries govern most entities under the direction of a government institution). It is the usual practice for natural or juridical persons outside of Panama to accomplish the formation of a Panama corporation through a local Panamanian law office, a trust company, or a professional management services firm. We recommend reviewing this site in its entirety, so that you are knowledgeable of Panama jurisdiction and the powers granted to Panama corporations. We will guide you through the process of registering your Panamanian corporations and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed Panamanian corporation within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Panamanian corporation incorporation packages, offered by Coddan and to find above, what kind of service is included in this or that Panama companies registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the corporation incorporation within Panama, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.

With the exception of the "annual franchise tax", which is not an income tax, Panama corporations with no income arising from operations within the territory of the Republic of Panama are not subject to taxation in Panama. We recommend that the advice of a professional tax consultant be sought before the purchase of an offshore company. The term 'offshore' is not used in Panama legislation; since taxation is on a 'territorial' basis, i.e. only Panama-sourced income is taxed, an entity which has its activities or assets outside Panama will automatically escape taxation. There are more than 120,000 corporate entities in Panama, of which the majority are 'offshore'.

The structure that we generally recommend to our clients is a dual entity structure consisting of a Private Interest Foundation holding ownership of an International Business Corporation. We recommend the dual entity structure because it provides the utmost in asset protection, anonymity, privacy, and convenience. The corporation holds all major assets, such as commercial businesses, real estate, etc. and the foundation acts as a holding company to the corporation, receiving profits into the foundation’s corporate bank accounts and brokerage accounts. Part of my day-to-day practice involves the incorporation of Panamanian companies for clients. Clients use corporations for a number of purposes, for example:

• Holding company for real estate in Panama or elsewhere;
• Holding assets internationally on a favourable tax basis whereby assets can be transferred between persons in a private transaction through the delivery of shares rather than an exchange of the underlying assets themselves;
• Business start-up in Panama, such as a consulting service internationally or a hotel in the tourism industry;
• Conduct business in any jurisdiction in which a local or domestic corporation may conduct business;
• Investment and banking; and
• Borrow or lend money.

Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

THE LIMITED LIABILITY COMPANIES GENERAL PROVISIONS.

The limited liability companies must use a trade name, denominate itself by its purpose, or bear the name that the partners agree to denominate it, but in all cases the words "Sociedad de Responsabilidad Limitada", or initials S. de R.L." or the abbreviation "Sdad", "Ltda." must be added or placed before the name. (Initials "Ltd." are acceptable). The omission of such requirement in the company charter or any subsequent act of the company shall hold all its administrators and its partners personally and severally responsible, without any limitation whatsoever, over obligations contracted by the company. No trade name or denomination shall be the same as, or similar to that of another entity previously registered, whether or not of limited liability, that may be lend to cause confusion.

Any person that without being a partner, allows that his name appear within the trade name, shall respond solidarity for the amount of the social obligations up to the total amount of the contributions made or promised by the partners.

The limited liability companies shall always be considered as mercantile entities, therefore being ruled, whatever their purposes may be, by the laws and uses of commerce. They may carry on any kind of lawful operations, civil or commercial, which are not reserved by law to other kind of entities. In the limited liability companies, the minimum number of partners shall be two (2) and the maximum twenty (20). However, if two partners are to be spouses, the minimum number of founding partners shall be three (3), the company not being able to operate with less than such number while such circumstance subsist.

The paid-in capital shall be integrated by the contributions of the partners. It shall not be less than two thousand dollars ($2,000.00) nor more than five hundred thousand dollars ($500,000.00), and it shall be represented in social participation or non-negotiable quotas, accruable and divisible. The participation or quotas may be of different value but, in any case, they shall be of one hundred dollars ($100.00) or of a multiple of one hundred. Upon constitution of the limited liability company the capital must be fully subscribed, and paid, at least, 50% of the value of the contributions in money, that must be completed in the maximum term of five (5) years. The contributions in specie must be made in its totality and should the value of the contribution would not reach the quotas assigned, the difference shall be completed with money. The sums of the contributions made at the time of the constitution of the company cannot be less than two thousand dollars ($2,000.00).

Whenever, by any circumstance the limited liability company may deem convenient that the number of partners be more than twenty (20), or its paid-in capital be more than five hundred thousand dollars ($500,000.00), it must adopt the necessary resolutions to be transformed into a corporation. To carry out the mentioned change, the partners that do not wish to make use of the power granted to them, shall place on record their intent by way of a public deed, which shall contain the corresponding corporate charter and the express declaration that the corporation created shall assume all charges and obligations of the (Limited Liability) company that is being transformed.

CONSTITUTION OF THE COMPANY.

All our Panama Corporations are general trading companies which include Certificate of Incorporation & By-laws, Registered Agent and Address in Panama City. 3-5 days incorporation service which enables you to appoint members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £110.00. 3. Three Nominee Directors service for 12 months - £210.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Certificate of Good Standing £140.00. +44 (0) 207.637.3802 +44 (0) 289.099.8744 +44 (0) 800.081.1510 info@ukincorp.co.uk

The limited liability company shall be constituted by means of a public deed, that must be registered in the Public Registry and published. All its partners shall subscribe such deed personally or through special attorney-in-fact, and by the administrator, or the administrators designated in the same, should they not be partners.

The mentioned deed shall state: The names, surnames, nationalities, civil status, occupation (profession), identity card or of any other document of identification of each one of the executing partners. The denomination of the company, or the trade name. The domicile of the company, stating its complete address and the place or places where it is proposed to be established, or may already have established its main operations office, as well as its branches or agencies, should the latter has already been decided. The duration of the company, as well as the manner in which such term is computed, and how to extend it, should the partners deem it convenient. Explicit indication of the activity or activities that shall constitute the purpose of the company. It cannot, on a permanent basis, carry out operations that are not included in the objectives of the constitution charter, nor change to others without proceeding, in any case, to an amendment of the constitution charter. The amount of the capital stock expressed in balboas, the contributions or quotas in which it is divided, and the value of each one. The money, the assets or rights that each partner contributes, indicating in these latter cases, the concept in which it is made; the value attributed to the contributions which are not in cash, as well as the reasons to justify such estimation; the exact period and the manner in which the contributions in money not yet totally satisfied shall be completed, and the contributions or quotas assigned to them. Appointment of the person or persons that shall be in charge of the administration and representation of the company, which may be partners, or not, indicating if desired, the term for which they are appointed. Lacking such indication, it is understood that they have been appointed for an indefinite period. The manner in which the General Assembly of partners deliberates and adopt resolutions, as well as the manner of organizing it and the date, or dates in which it shall meet. Should the number of partners be five (5), or less, it will not be necessary to hold general assemblies; but in such case, it must be clearly stated in the constitution charter, the manner in which the partners shall be consulted and the manner in which they shall express their opinion, in writing, concerning the matters submitted to them. The other lawful agreements and the conditions that the partners may esteem convenient to establish, provided that they shall not be opposed to the dispositions of Corporation Law. It is prohibited to stipulate in the constitution charter additional benefit consisting of work or personal services of the partners. It may be specified in the constitution charter that the partners or some of them, shall have the right to receive an annual interest of 7% on contributions made, even if there are no earnings; but only for the period of time necessary for the execution of the works that, in accordance with the mentioned deed, must precede the outset of its operations, but in no case such period must exceed three (3) years. Such interest shall be charged to general expenses.

The deed of constitution of the company must be registered in the Public Registry within thirty (30) days following the date of execution. In a like term the transfer of real estates that the partners, or some of them, may have contributed to the company, must also be registered, evidencing the same by means of the corresponding marginal note on the previous registration. Within thirty (30) days following the date of the last above-mentioned registrations, an excerpt of the corporate charter must be published in three (3) consecutive issues of a newspaper of ample circulation. The administrators shall be personally and severally responsibly, without any limitation whatsoever, before the persons with whom they could have contracted with in the name of the limited liability company, prior to the registrations and publications aforementioned.

Whoever subscribed the deed of constitution of the company and whoever organized it, or formed part of it, shall respond in a personal and solidary manner, before third parties for that part of the capital that has not been fully paid with money, and for the value attributed to the contributions made in specie. The limited liability company may vary the content of the constitution charter, abiding by the same rules that have been indicated for its constitution. Unless the constitution charter provides otherwise. The amendment to the same shall require the consent of two third of the partners that may represent, at least, two third of the paid-in capital. However, the unanimous consent of the partners will be necessary for any amendment to the constitution charter that may imply for them compulsory additional contributions, or any form of extension of their responsibility.

The paid-in capital of the limited liability company may be increased or reduced by means of an amendment to the constitution charter. Nevertheless, the reduction of the paid-in capital cannot be carried out in the following cases: should there be well-founded opposition of any creditor or any interested person, which shall be legalized before the respective Circuit Judge within the term of thirty (30) days from the date of the last publication. Such opposition shall stop all effects of the projected reduction until it is withdrawn, or resolved by the Court. If on account of the reduction, the assets of the company would be less than twice the liabilities, not including the paid-in capital. If after the reduction the paid-in capital would be less than two thousand dollars ($2,000.00). The following must be registered at the Public Registry in a term of thirty (30) days: All transfers of capital contributions that may imply variation in the persons (holding) of the partners. The changes that the company may agree in respect to its administrators, special attorneys-in-fact, representatives and liquidators. The establishment or closure of branches and agencies. The change of address of the company, even if it is within the same town (location). The other agreements adopted by the partners in general assemblies or in writing.

RIGHTS AND DUTIES OF THE PARTNERS.

Unless the constitution charter provides otherwise, in case of an increase in the paid-in capital each partner shall have the right to subscribe a proportional share as to the quotas held. Each partner shall have the right to receive from the company, a certificate signed by the administrator, or any of the administrators, which shall certify: The name of the company. The paid-in capital. Precise indication of the registration (data) of the constitution charter in the Public Registry. Name of the partner. Value of the partner's participation, expressed in balboas, with indication, if such is the case, of the sums paid and the date in which the (balance of the) contribution must be completed. Date and place in which the certificate is issued.

Each partner shall have at least the right to one vote in the deliberations of the company, provided not being in default in the total payment of its contribution. Should the partnerґs quota be for a multiple of one hundred dollars ($100.00), it shall have the right to one vote for each one hundred dollars ($100.00), unless the constitution charter may have provisions restricting in any manner the number of votes. The right to vote, however, will not be exercised by the partner in the cases in which the partner has an interest opposed to that of the company. Neither are able to vote the administrators that are partners, whenever it is tried to reach agreements that may be related with his administration, or otherwise may affect them.

Unless otherwise provided in the constitution charter in the cases where the assembly must meet, any partner may be represented by and attorney-in-fact freely designated through a public or private document, with or without a clause of substitution. The partners shall have the right to participate in the earnings that the company agree to distribute and in the part corresponding to the liquidation when the company is dissolved, in the proportion that may have been established in the constitution charter, or otherwise, in proportion to the contributions made, bearing in mind the provisions of Articles 266 and 267 of the Commercial Code. Whenever a capital participation which cannot be divided may be owned by various persons, these shall designate, through communication in writing, addressed to the company, who shall exercise the rights inherent to such participation, without prejudice that all participants in solidum will meet the obligations of the partner towards the company.

In case of usufruct of capital contributions, the category of partner corresponds to the owner (partner) subject to usufruct. The usufructuary shall have the right to participate in the net earnings obtained by the company during the period of the usufruct and to sue before the Judge the nullity of all agreements adopted that may damage its interest. The exercise of the other rights correspond to the owner (partner) subject to usufruct, unless otherwise provided in the constitution charter or agreed upon between the interested parties. Any agreement between the owner (partner) subject to usufruct and the usufructuary that may confer to the latter more rights than those that are herein recognized, must be communicated to the company in writing so that the corresponding annotation be made in its register of partners.

In case of pledge of capital contributions, it shall correspond the owner of same to exercise the owner's rights, unless otherwise provided in the constitution charter or by agreement between the parties. The constitution of pledge on capital contribution must be evidenced through a public deed that must be registered in the Public Registry. The content of the aforementioned public deed and any agreement between the parties that may confer special rights to the holder of the pledge must also be communicated to the company. Should the company agree to extend its duration beyond the limit determined in the constitution charter, or in a subsequent agreement; to vary its social purposes; to increase or reduce its paid-in capital; to change into a different company, or to merge with another company or companies, any partner that did not contribute with its vote to the aforementioned agreement, shall have the right to withdraw from the company demanding the corresponding payment due on the net worth of the company. Likewise, any partner not performing the office of administrator of the company may use this right, if during three (3) consecutive years the earnings distributed by the company would not reach to represent 4% of the real value of its quotas.

The exercise of the rights mentioned in the previous article must be attempted (made) by the partners dissenting on the amendments indicated within thirty (30) days following the date on which the corresponding agreement had been registered at the Public Registry, or within sixty (60) days following the date in which the last balance sheet had been presented, communicating in writing, their determination to the company. The company will have, in both cases, a term of six (6) months from the date on which notification is received from the partner, or partners, to satisfy their petition. Should this not be done within the term indicated or, in another instance, within the term agreed by the company with the claimant partner or partners, the Judge, at their request, must decree the dissolution of the company and appoint a liquidator. The quotas reimbursed to the partners that made use of the rights that are recognized to them in the two previous articles, shall be offered to the other partners at the price settled (paid) by the company. The partners, whose contribution does not consist of money, are obliged to the eviction and disencumbrance of those things object of the contribution, in accordance with provisions in the Civil Code, in respect to the seller. Should the contributions consist of credits, the contributor shall respond, in any case, to the legality of same and of the solvency of the debtor.

No partner may carry out, on his own, or for others, similar businesses to that of the company or any that, in any manner, may hinder the development of its operations, nor be a part of other companies that are in the same business. The partners that infringe this provision, those that do not make timely payments on the balance due of their contributions and those that, in any form paralyze or try to hinder the development of the business operations, may be excluded from the company, withholding the latter all portions that may correspond to them in the net worth of the company, without prejudice to initiate against the same the necessary actions to obtain the proper indemnization of the case.

In the suppositions that are mentioned in the previous article, the exclusion of partners may be agreed upon by decision of a general assembly especially convened to consider the case. But if the company is made of (2) partners, the Judge, at the admissible petition of the other must decide the on exclusion of any of them. The same rule shall be followed when the partners (subject) of the intended exclusions have an aggregated economical participation, higher than that of the soliciting partners. The partners excluded by the company, that may consider such decision unjust, may appeal to the Judge within a term of thirty (30) days from the date the agreement was communicated to them, filing the claims deemed in order.

INCORPORATION.

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. Such persons desiring to form such a corporation shall sign articles of incorporation which shall set forth: the names and domiciles of each of the subscribers of the articles; the name of the proposed corporation which shall not be the same as, nor so similar as to cause confusion with, the name of any other existing corporation. The name shall include a word, phrase or abbreviation, which indicates that it is a corporation to distinguish it from a natural person or company of any other nature. The name of the corporation may be expressed in any language. The general purpose or purposes of the corporation. The amount of the capital stock and the number and par value of the shares of which it is to consist; and if the corporation is to issue shares without par value. 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 of both. If the shares are to be classified, the number of shares to be included in each class and the designations, preferences, privileges and voting powers or restrictions or qualifications of the shares of each class; or that such designations, preferences, privileges and voting powers or restrictions or qualifications shall be determined by resolution of the majority in interest of the Stockholders or of the majority of the Directors. The number of shares of stock which each subscriber of the articles of incorporation agrees to take. The domicile of the corporation and the name and domicile of its resident agent in the Republic, who may be a juridical person. Its duration. The number, names and addresses of its Directors, not less than three. Any other lawful provisions which the subscribers of the articles of incorporation may desire to include.

The articles of incorporation may be executed in any place, within or outside the Republic, and in any language. The articles of incorporation shall be in the form of a public deed, or in any other form, provided that said articles be acknowledged before a Notary Public or before any other officer authorised to take acknowledgements at the place of the execution thereof. If the articles of incorporation are not in the form of a public deed, they must be protocolized in a Notary Office of the Republic. If the said document has been executed outside of the Republic, it must, before it is protocolized, be authenticated by a Panamanian Consul, or, if there should be no such Consul, by the Consul of a country friendly to Panama; and if it should be in a foreign language it must be protocolized together with an authenticated translation subscribed by an official or public interpreter of the Republic.

The public deed or the protocolized document containing the articles of incorporation must be presented for registration in the Mercantile Registry. The incorporation of a corporation shall have no effect with respect to third parties until the articles of incorporation have been recorded. Any corporation formed under General Corporation Law may from time to time amend its articles of incorporation in any respect; provided such articles of incorporation, when so amended, shall conform to the provisions of General Corporation Law. Therefore, the corporation may by such amendment change the number of its shares or of any class of its outstanding shares at the time of such amendment, change the par value of the outstanding shares of any class, change the outstanding shares of any class having par value into the same or different number of shares of the same or a different class without par value, or the outstanding shares of a class without par value into the same or different number of shares of the same or different class having par value, or increase the amount or the number of shares of its authorised capital stock or divide its authorised capital stock into classes or increase the number of classes of its authorised capital stock, or change their designations, rights, privileges, preferences, voting powers, restrictions or qualifications. But the capital stock of a corporation shall not be reduced.

The amendments shall be made by the persons hereinafter mentioned and in the manner provided in General Corporation Law with respect to the execution of the articles of incorporation. In case no share has been issued, the articles of amendment shall be signed by every subscriber of the articles of incorporation and by every subscriber to the stock of the corporation. In case share has been issued, such articles of amendment shall be signed: in person or by proxy by the holders of all the outstanding shares of the corporation entitled to vote thereon and shall be accompanied by a certificate of the Secretary or an Assistant Secretary of the corporation that the persons who have executed the articles of amendment, in person or by proxy, constitute the holders of all the outstanding shares of the corporation entitled to vote thereon; or by the President or a Vice-President and the Secretary or Assistant Secretary of the corporation, who shall sign and annex thereto a certificate stating that they have been authorised to execute such articles of amendment by the votes, cast in person or by proxy, of the holders of a majority of such shares and that such votes were cast at a stockholders meeting held on the date specified in the notice or waiver of notice.

In case that the articles of amendment alter the preferences of outstanding shares of any class or authorise the issuance of shares having preferences which are in any respect superior to those of the outstanding shares of any class, the certificate shall state that the officers signing the same have been authorised to execute such articles of amendment by the vote cast in person or by proxy of the holders of a majority of the outstanding shares of each class entitled to vote thereon, cast at a stockholders' meeting held on a date specified upon notice or waiver of notice. If the articles of incorporation provide that the votes of the holders of more than a majority of the outstanding shares of any class or classes shall be required in order to effect any amendment of any provision of the articles of incorporation, the certificate shall state that such amendment has been authorised in that manner.

Unless the articles of incorporation or any amendment thereof otherwise provide, in the event of an increase of stock, each stockholder shall be entitled to a preferential right to subscribe for shares of stock, issued pursuant to such increase, in proportion to the number of shares then held by him. Any corporation may reduce its authorised capital stock by an amendment of its articles of incorporation; but no distribution of assets may be made pursuant to any such reduction, which will reduce the actual value of its remaining assets to an amount less than the total amount of its debts and liabilities plus the amount as reduced of its issued capital stock. There shall be annexed to the articles of amendment a certificate issued under oath by the President or a Vice-President and of the Treasurer or an Assistant Treasurer stating that no distribution of assets made or to be made pursuant thereto will violate the provision contained in this article. The judgement of the Directors as to the value of the assets and their determination of debts and liabilities shall be conclusive, except in the case of fraud.

Any corporation, unless its articles of incorporation otherwise provide, may acquire shares of its own stock. If such acquisition is made out of funds or properties other than surplus or net profits, the shares of stock so acquired shall be cancelled by the reduction of the amount of issued stock: but such shares may be reissued if the authorised capital stock shall not have been reduced by such cancellation. Shares of its own stock acquired by a corporation with funds taken from surplus of its assets over its liabilities or from net earnings, may be held by such corporation or sold by it from time to time for its corporate purposes and may be cancelled or reissued from time to time by the Board of Directors. The shares of stock in the corporation held by the corporation shall not be voted upon, directly or indirectly, at any meeting of stockholders. No corporation shall purchase or otherwise acquire its own stock out of funds or property other than its surplus or net profits, if such purchase or acquisition will reduce the actual value of its assets to an amount less than the total amount of its debts and liabilities plus the amount as reduced of its issued capital stock. The judgement of the Directors as to the value of the assets, and their determination of the debts and liabilities shall be conclusive, except in the case of fraud.

FACULTIES OF THE CORPORATION.

Every corporation organised under General Corporation Law shall have the following powers, in addition to other powers specified in General Corporation Law: To sue and be sued in any court; To adopt and use a corporate seal and alter the same at convenience; To acquire, purchase, hold, use and convey real and personal property of all kinds and make and accept pledges, leases, mortgages, liens, and encumbrances of all kinds; To appoint officers and agents; To make contracts of all kinds; To make by-laws not inconsistent with any existing laws of the Republic or its articles of incorporation, for the management, regulation and government of its affairs and property, the transfer of its stock and the calling and holding of meetings of its stockholders and directors, and for all other lawful matters; To carry on business and to exercise its powers in the Republic and in foreign countries; To dissolve itself or to be dissolved in accordance with law, voluntarily or for other cause. To borrow money and contract debts in connection with its business or for any lawful purpose; to issue bonds, notes, bills or exchange, debentures and other obligations and evidences of indebtedness (which may or may not be convertible into stock of the corporation) payable at a specified time or times payable upon the happening of a specified event or events whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or for any other lawful objects. To guarantee, acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of or deal in shares of the capital stock of, or bonds, securities or other evidences of indebtedness created by other corporations, or of any municipality, province, state or government. To do all things necessary for the accomplishment of the objects enumerated in its articles of incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the corporation, and in general to carry on any lawful business whether or not such business is similar in nature to the objects set forth in its articles of incorporation or any amendment thereof.

STOCK.

Every corporation shall have power to create and issue one or more classes of shares of stock with such designations, preferences, privileges, voting powers or restrictions or qualifications thereof and other rights as its articles of incorporation provide and subject to such rights of redemption as shall have been reserved to the corporation in such articles of incorporation. The articles of incorporation may provide that shares of stock of any class shall be convertible into shares of one or more other classes.

Shares of stock may have a nominal or par value. Such shares may be issued as fully paid and non-assessable or as partly paid or without any payment having been made thereon. Unless the articles of incorporation otherwise provide, full paid and non-assessable shares having a par value, or securities or shares convertible into such shares, shall not be issued for a consideration which, in the judgment of the Board of Directors, is less in value than the par value of such shares or of the shares into which such securities or shares are convertible, nor shall certificates for partly paid shares state that there has been paid thereon an amount greater than the value, in the judgement of the Board of Directors, of the consideration actually paid thereon. Such consideration may be money, labour, services or property of any kind. The judgement of the Board of Directors as to the value of any such consideration shall be conclusive, except in case of fraud.

Shares of stock may be created and issued without par value provided there be included in the articles of incorporation the following statements: The total number of shares that may be issued by the corporation. The number of shares, if any, which are to have a par value and the par value of each. The number of shares which are to be without par value. Either one of the following statements: the stated capital of the corporation shall be at least equal to th