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Almost every company a foreign founder registers in Panama is a sociedad anónima (S.A.) under Law 32 of 1927. Two or more persons of legal age, of any nationality and living anywhere, sign the pacto social (Article 1); a Panamanian lawyer or law firm acts as resident agent; the deed is registered at the Registro Público; and the company takes its tax number (RUC) from the Dirección General de Ingresos (DGI). This page follows that sequence. To take over a company that already exists instead, see our page on ready-made shelf companies in Panama.
| Element | What Panamanian law requires |
|---|---|
| Subscribers | Two or more persons of legal age, of any nationality, who need not be domiciled in Panama (Law 32, Article 1); each takes at least one share |
| Directors | At least three different persons of legal age (Article 49), who need not be shareholders (Article 55); no nationality or residence condition |
| Officers | A President, a Secretary and a Treasurer elected by the board (Article 65); one person may hold several offices if the pacto allows, and officers need not be directors (Articles 66 and 67) |
| Resident agent | A lawyer licensed by the Supreme Court, or a law firm, registered with the Superintendencia de Sujetos no Financieros (Law 129 of 2020, Articles 2 and 3) |
| Capital | No statutory minimum; the pacto states the capital and the number and par value of the shares, or uses shares without par value (Articles 2 and 22) |
| Shares | Registered, or bearer shares that are fully paid and held by an authorised custodian (Article 28; Law 47 of 2013) |
| Name | Any language, with S.A., Inc. or Corp., not confusingly similar to an existing company; “Panamá” does not count as a distinguishing word, and bank, trust, insurance or financiera need prior authorisation |
| Annual tax | The tasa única, paid on registration and then every year (Código Fiscal, Article 318-A) |
The board of at least three has full control of the business (Article 50), and directors who approve a distribution that leaves assets below liabilities answer jointly to creditors (Article 64). The officers act for the company and, the Registro Público notes, may be elected after registration. Shareholders holding a majority of the voting shares can remove any director at any time (Article 63).
The S.A. is the usual choice because its shares change hands without a registry filing. The sociedad de responsabilidad limitada (S. de R.L.) under Law 4 of 2009 needs at least two partners, divides its capital into quotas and registers every change of partners at the Registro Público, so its ownership is on the public record. Private interest foundations and branches of foreign companies serve other purposes and are not covered here.
| Step | What happens | Rule |
|---|---|---|
| 1. Name | Availability is checked; a name can be reserved for 30 days | Código de Comercio, Article 38A |
| 2. Client checks | The resident agent identifies the founders and the beneficial owners | Law 23 of 2015 |
| 3. Pacto social | Signed anywhere and in any language, as a public deed or attested by a notary | Law 32, Articles 3 and 4 |
| 4. Notary in Panama | A document signed abroad is authenticated, translated if not in Spanish, and protocolised | Article 5 |
| 5. Registro Público | The deed is registered and the first tasa única paid; the company exists against third parties from registration | Article 6; Código Fiscal, Article 318-A |
| 6. Beneficial owners | The agent enters the company and its beneficial owners in the private register within 15 business days | Law 129, Article 11 |
| 7. RUC | Online registration with the DGI within the month after registration | DGI |
| 8. Board and shares | Officers elected, share certificates issued, share register opened | Law 32, Articles 36 and 65 |
| 9. Aviso de operación | Only if the company will trade inside Panama | Law 5 of 2007 |
No step requires a founder to be in Panama. The pacto can be signed in your own country, the lawyer handles the notary and the registry, and the DGI takes the RUC application online, asking for foreign documents to carry an apostille and be in Spanish or translated by an authorised public translator. The DGI says approval usually takes 2 to 6 business days, depending on volume; the Registro Público publishes no processing time for a new company, so we give none.
A Panamanian company cannot exist without a resident agent, and the role now goes well beyond receiving notices. The agent:
A company left without an agent for more than 90 days has its corporate rights suspended, and a new agent is registered only after declaring that it holds the accounting records or knows who keeps them. Anyone looking for a company formation agent in Panama ends up working with such a lawyer, because no one else may act as resident agent.
Since October 2014 the Registro Público has registered companies on an electronic folio, and the registration number issued by its Sección de Personas Mercantiles is also the company’s RUC, with a two digit check digit (DV) added by the DGI. The registry shows the pacto social, the directors and officers, the resident agent and every registered amendment, and issues certificates on a company. It does not show who holds the shares today: registered shares are recorded in the company’s own share register, and the beneficial owners sit in the Sistema Privado y Único de Registro de Beneficiarios Finales, which only the resident agent and two designated Superintendency officials can open.
Panama taxes income produced within its territory, from any source and wherever it is received (Código Fiscal, Article 694). Three activities do not produce Panamanian income even when run from an office in Panama: invoicing goods that move only outside Panama for more than they were invoiced to that office, directing from Panama transactions completed or taking effect abroad, and paying dividends out of foreign income from a company that needs no aviso de operación. Payments to a non-resident for services or royalties that benefit a business in Panama and are deducted there, however, count as Panamanian-source.
| Tax | Rule |
|---|---|
| Income tax | 25% of net taxable Panamanian-source income; return by 31 March (Articles 699 and 710) |
| Dividend tax | 10% on Panamanian-source and 5% on foreign-source profits, withheld only by companies that need an aviso de operación or have taxable income in Panama (Article 733) |
| ITBMS | 7% on goods and services in Panama, 10% on alcohol and lodging, 15% on tobacco; declared monthly; not due from businesses with annual gross income under 36,000 balboas (Article 1057-V) |
| Tasa única | Every year, by 15 July or 15 January according to the registration date (Article 318-A) |
From fiscal year 2027, Law 526 of 2026 requires companies in Panama that belong to a multinational group and earn foreign dividends, interest, royalties, capital gains or rental income to report it and show staff, premises, strategic decisions and operating expenditure in Panama, or pay 15% on it; a pure holding company needs only adequate staff and premises plus the reporting. And on 9 October 2026 the EU Council took Panama off its list of non-cooperative jurisdictions for tax purposes.
A foreign-owned S.A. may carry on most activities, but two rules govern trading inside Panama. Retail trade is reserved by Article 293 of the Constitution and Law 5 of 2007 to Panamanians by birth, certain naturalised citizens and companies they own; selling goods to consumers and acting as agent for producers both count as retail. And any commercial or industrial activity in Panama needs an aviso de operación, a sworn declaration confirmed through the PanamaEmprende system before the activity starts. A company that trades only abroad needs neither, while banking, insurance and trust businesses need their supervisor’s authorisation first.
The sanctions have teeth. While the tasa única is unpaid the registry records no corporate act; after three consecutive unpaid years the company’s corporate rights are suspended, so it cannot do business or dispose of assets, and if it is not reactivated within two years the Registro Público cancels it and it is dissolved. Missing records or an unfiled beneficial owner can lead to fines and the same suspension.
A new S.A. lets you write its name, objects, share classes and board size from scratch. An existing company is worth buying only when the incorporation date itself counts, for example when a tender or a counterparty asks how long the company has existed. It carries the same tax position and no trading history. Our Panama shelf company page covers those checks, and our guide to aged shelf companies looks at what age does and does not prove.
We register new Panamanian companies and also supply ready-made ones. For a formation we prepare the pacto social and the papers for the notary and the Registro Público, work with a Panamanian lawyer as resident agent, help assemble the bank application and, where we have a working contact at a suitable bank, make an introduction, leaving the decision to the bank. If you cannot fill all three seats on the board, we arrange a nominee director or shareholder only through a Panamanian lawyer supervised for that activity under Law 23 of 2015, the director carries the full duties and liability of the office under Law 32 of 1927 and appears in the company’s public registry entry, and you remain on file as beneficial owner through the resident agent. Banking is covered on our page on bank accounts for Panama companies, and the country as a whole on our Panama page.
Choose the form, in most cases an S.A., and a resident agent, who must be a Panamanian lawyer or law firm. The agent checks your identity and that of the beneficial owners, the subscribers sign the pacto social, it is protocolised at a Panamanian notary and registered at the Registro Público, and the company then registers with the DGI for its RUC within the following month.
Yes. Law 32 of 1927 lets persons of any nationality form an S.A. even if they do not live in Panama, and it sets no residence condition for shareholders or directors. The limits concern activity, not ownership: retail trade inside Panama is reserved to Panamanians by birth and certain naturalised citizens, and trading in Panama requires an aviso de operación.
The pacto social must be signed by at least two subscribers, each taking at least one share, and the board must have at least three different directors of legal age. The company also needs a President, a Secretary and a Treasurer, but one person may hold several offices if the pacto allows it, and officers need not be directors or shareholders.
Panamanian company law has no separate offshore form: an offshore Panama company is an ordinary S.A. whose income arises abroad. Under the territorial rule of Article 694 it pays no Panamanian income tax on income produced outside Panama and 25% on Panamanian-source income. It still pays the tasa única and keeps records for its agent, and from 2027 group members need substance in Panama for foreign passive income.
Use the Registro Público, which offers its registry services and consultations online at rp.gob.pa and issues certificates on a company’s entry; its website also has lookups that show a company’s resident agent and whether its folio is suspended. The folio number doubles as the company’s RUC. Shareholders do not appear in the register, and the beneficial ownership register is closed to the public.
No. Law 32 of 1927 sets no minimum, and the capital may be expressed in any currency. Par value shares may even be issued before anything is paid for them, with the board deciding when and how payment is made (Articles 21 and 26), although bearer shares can only be issued fully paid (Article 28).
Planning a Panama company formation? Tell us what the company will do and who will own it, and we will set out what the registration needs, through our contact page or on Telegram or WhatsApp at +48 663 247 166.