Frequently asked questions
Short answers to what foreigners ask most about forming a Panamanian corporation, each with the rule behind it.
Can a foreigner own a Panamanian company?
Yes. Subscribers can be of any nationality and need not live in Panama.
Source: Law 32 of 1927, article 1
Do I need to live in Panama or travel there?
No residency is required. The articles can be signed abroad before a local notary, authorized by a Panamanian consul and then recorded with a notary in Panama.
Source: Law 32 of 1927, articles 1, 3 and 5
How many people do I need?
Two subscribers to form the corporation and at least three directors. Officers are a President, a Secretary and a Treasurer, and one person can hold two offices if the articles allow it.
Source: Law 32 of 1927, articles 1, 49, 65 and 66
Is there a minimum capital?
No. The law only asks the articles to state the capital and the shares.
Source: Law 32 of 1927, article 2
Must the resident agent be a lawyer?
Yes. The law defines the resident agent as a lawyer designated by the corporation.
Source: Law 47 of 2013, article 2
Are the names of shareholders public?
The directors and the founding subscribers appear in the articles recorded at the Public Registry. Later shareholders are entered only in the company’s own share register, which is not recorded.
Source: Law 32 of 1927, articles 2, 6 and 36
Who can see the beneficial owner registry?
Only the company’s resident agent and two officials designated by the supervisor. Competent authorities receive the data on request.
Source: Law 129 of 2020, articles 8, 14 and 16
Are bearer shares still allowed?
Only under the custodial regime, with the certificates held by an authorized custodian.
Source: Law 47 of 2013, articles 5 and 21, as amended
How much is the annual tax?
B/. 300 a year for a corporation, due by July 15 or January 15 according to the month it was registered.
Source: Tax Code, article 318-A
Does an offshore company have to file a tax return?
Yes. Every taxpayer files by March 31, and the exceptions in the law do not cover a corporation.
Source: Tax Code, article 710
What if the company stops paying the annual tax?
The Public Registry stops recording its acts, and after three consecutive years it suspends the company. It then has one year to reactivate with a B/. 1,000 fine.
Source: Tax Code, article 318-A, as amended by Law 254 of 2021
Is a Panamanian corporation a corporation for the IRS?
Yes. The U.S. regulations list the Panamanian sociedad anónima as a per se corporation, so it cannot elect another classification. Talk to a U.S. tax adviser about your own filings.
Source: 26 CFR 301.7701-2
Do you form foundations or limited liability companies?
This site covers the corporation. Ask us about private interest foundations and other entities and we will tell you what applies.
Spanish–English glossary
- Sociedad anónima, S.A.
- The Panamanian corporation.
- Pacto social
- The articles of incorporation.
- Agente residente
- The resident agent, a Panamanian lawyer every company must name.
- Tasa única
- The annual franchise tax.
- Beneficiario final
- The beneficial owner.
- Registro Público
- The Public Registry, where the articles are recorded.
- Aviso de Operación
- The business license a company needs to operate in Panama.
- Paz y salvo
- A certificate that no taxes are owed.
Thinking of forming a company in Panama?
Book a free 15-minute call with a Panamanian lawyer. We will tell you what your company needs and what to prepare.