# How to dissolve a Panamanian company

A Panamanian corporation is dissolved by an agreement of its shareholders, which is recorded with a notary, filed at the Public Registry and published. From then on the company exists for three years only to wind up its affairs, with its directors acting as liquidating trustees. The Registry records the dissolution only if the resident agent states that it holds the accounting records of the last five years.

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## Three ways to agree

- The board proposes a dissolution agreement by majority and calls the shareholders within ten days.
- The shareholders approve it by a majority of voting shares, and a certified copy with the list of directors and officers is recorded with a notary and filed at the Registry.
- Or all voting shareholders consent in writing, without meetings. That document is recorded, filed and published, and the company is considered dissolved.

Source: Law 32 of 1927, articles 80, 81, 83 and 84

## Publication

The dissolution is published at least once in a newspaper of the place where the company has its office or, if there is none, in the Official Gazette.

[Photo: Mattias Hill](https://commons.wikimedia.org/wiki/File:Panama_City_,_Panama.jpg)· [CC BY-SA 3.0](https://creativecommons.org/licenses/by-sa/3.0) Source: Law 32 of 1927, article 82

## Winding up

After dissolution the company continues for three years to settle its affairs, sell its assets and distribute its capital, but it cannot carry on its business. The directors act as liquidating trustees: they collect, sell, pay the debts and distribute the rest, decide by majority, and answer up to the value of the assets they handle.

The law does not provide for a separate liquidation act to be recorded. A company with no assets and no debts is dissolved by the recording and publication, and has nothing to liquidate.

Source: Law 32 of 1927, articles 84 to 89

## The resident agent’s statement

The Public Registry records the dissolution deed only if the resident agent states that it keeps the accounting records of the five years before, and the agent must keep them five more years.

Source: Law 52 of 2016, article 2, as amended by Law 254 of 2021, article 18

## Questions people ask

### Can I just stop paying and let the company be struck off?

After three years unpaid the company is suspended, and after one more year without reactivation it is dissolved by order of the authority. Meanwhile surcharges and fines build up and the Registry records nothing for it.

### What if the company had operations in Panama?

Closing the tax ID, the tax clearance and the business license come on top of the corporate steps.

## What the law does not say

- How long the whole dissolution takes.
- Whether the Public Registry asks for a balance sheet or a separate liquidation in practice.
- The steps with the tax authority, the business license office and Social Security for a company that operated in Panama.

## Official sources

- [Public Registry of Panama](https://www.rp.gob.pa/)
- [Official Gazette of Panama](https://www.gacetaoficial.gob.pa/)

Last verified: October 28, 2026

## Keep reading

- [The annual franchise tax](/annual-tax/)
- [Offshore companies](/offshore-company/)
- [How to start a company in Panama](/)

## Thinking of forming a company in Panama?

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