Company setup

Forming a company in Panama

A corporation formed by public deed and entered in the Public Registry through a resident agent. What that takes and which duties stay with the company afterwards.

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Registered at: Public Registry of Panama, by public deed
Structure on this page: Corporation (sociedad anónima)
Needed in Panama: A resident agent: a Panamanian lawyer or law firm
Every year: The annual franchise tax and accounting records delivered to the resident agent

A corporation that founders abroad can form.

The Panamanian corporation dates from Law 32 of 1927. Two or more adults of any nationality can form one for any lawful purpose, also when they do not live in Panama. The articles can be signed anywhere and in any language.

It does not exist towards third parties until the articles are entered in the Public Registry, and that takes a public deed before a Panamanian notary and a resident agent. The resident agent has to be a Panamanian lawyer or law firm.

Panama taxes on a territorial basis: foreign-source income is deducted when taxable income is worked out. That does not make the company free of duties. It pays a franchise tax every year, registers for a tax number and delivers accounting records to its resident agent.

The rules have tightened. Companies that ignore those duties are suspended and then dissolved, and from fiscal period 2027 a new law sets substance conditions for companies in a multinational group that earn passive income abroad.

Three structures under Panamanian law.

All three are created by public deed and entered in the Public Registry. All three need a resident agent.

Corporation (sociedad anónima)

Capital divided into shares. Shareholders are liable only up to what they still owe on their shares. At least three directors, and a president, a secretary and a treasurer. One person may hold more than one office if the articles or bylaws allow it.

Limited liability company (S. de R.L.)

Governed by Law 4 of 2009. Formed by two or more people or companies, with the number of partners fixed in the articles. The name carries Sociedad de Responsabilidad Limitada or the initials S. de R.L.

Private interest foundation

Governed by Law 25 of 1995. Created by a foundation charter and a legal person from registration. Its assets may not be less than the equivalent of 10,000 balboas, and its council has at least three members who are people or one that is a legal entity.

From articles to tax number.

Draw up the articles

The articles name the subscribers, the company name, the objects, the capital and shares, the domicile, the resident agent and at least three directors. The name may not be the same as or confusingly similar to an existing company.
Public deed

Articles that are not already in a public deed are protocolised at a Panamanian notary. Articles signed abroad need authentication first, and an official translation if they are not in Spanish.
Registration in the Public Registry

The deed is filed for registration. The first annual franchise tax is paid at this moment, together with the registry fees.
Beneficial ownership

The resident agent identifies the beneficial owners and enters them in the register kept by the supervisor of non-financial entities, within 15 working days of incorporation. That register is not public.
Tax number (RUC)

Every registered company signs up with the tax authority within the month after registration, also when it has no income or expenses in Panama. The request is made online.
Notice of Operation, if you trade in Panama

The notice a business needs before it can start a commercial or industrial activity in Panama. Whether a company that only works abroad needs one is checked with the resident agent.

What the company owes every year.

These duties apply even when the company earns nothing in Panama. The amounts are the ones set in the law.

Annual franchise tax	Due on 15 July for companies registered from January to June, and on 15 January for those registered from July to December
Franchise tax unpaid	No corporate acts are registered and no certificates are issued. Three consecutive years of arrears leads to suspension of corporate rights
Accounting records	Kept for at least five years. Delivered to the resident agent every year by 30 April for the year that ended on 31 December
Records not delivered	A fine from 5,000 to 1,000,000 balboas and suspension of corporate rights
Suspended company	Cannot start legal proceedings, do business or dispose of its assets. Not reactivated within two years, it is cancelled and deemed dissolved. Reactivation carries a fine of 1,000 balboas
Resident agent	A company left without one for more than 90 calendar days has its corporate rights suspended
Income tax return	Legal entities file by 31 March. The tax authority has a return marked as without operations for a taxpayer with no activity that still has to file
Substance rules from fiscal period 2027	Companies in a multinational group with foreign-source passive income report it in the return. Without sufficient substance that income is taxed at 15 percent
EU list	On 9 October 2026 the Council of the EU removed Panama from its list of non-cooperative jurisdictions for tax purposes and moved it to Annex II, pending an in-depth review of its exchange of information framework

Where Lumea comes in.

Lumea Finance starts with the question whether a Panamanian company fits what you want to do with it, next to the other jurisdictions on this site. Often another structure fits better, and then we say that.

Where Panama is the right structure, the accounting records the law asks for are the part to organise from the first day, so the yearly delivery to the resident agent is a file that already exists.

It starts with a call about your business and where you live. If this jurisdiction is not the right fit for you, we say so.

Common questions.

Do I need to live in Panama or be Panamanian to form a company?

No. Law 32 of 1927 allows two or more adults of any nationality to form a corporation, even if they are not domiciled in Panama. The articles can be signed inside or outside Panama.

How many people does a Panamanian corporation need?

Two subscribers to sign the articles and at least three directors. The company also has a president, a secretary and a treasurer, and one person may hold more than one of those offices if the articles or bylaws allow it. Directors do not have to be shareholders unless the articles say so.

Can I form the company without a Panamanian lawyer?

No. A resident agent has to be appointed for the company to be formed, and the resident agent must be a lawyer licensed in Panama or a law firm. The company is created by a public deed before a notary and by registration in the Public Registry.

Is the ownership of the company public?

The articles, the address and the directors and officers are public at the Public Registry. The beneficial owners are recorded by the resident agent in a separate register that is not public and is only open to the competent authorities.

If the company earns nothing in Panama, what is still due each year?

The annual franchise tax, accounting records delivered to the resident agent by 30 April and up-to-date beneficial ownership data. The company also has to be registered with the tax authority. Foreign-source income is deducted when taxable income is worked out, but the duties stay.

What happens when those duties are ignored?

The law sets fines from 5,000 balboas for accounting record failures and allows the corporate rights of the company to be suspended. A suspended company that is not reactivated within two years is cancelled and deemed dissolved. In February 2026 the Ministry of Economy and Finance announced the start of the dissolution of suspended companies.