Company Incorporation Guide

Panama company registration for founders abroad

Applicable country/region: PA - Panama

Published: September 30, 2026Updated: October 1, 2026

Written by our advisory team
Panama rules and requirements
Checked against official sources

Guide overview

The route from signed articles to a working company

Panama company registration means having a Panamanian notary put the articles of incorporation (pacto social) into a public deed and recording that deed at the Public Registry of Panama (Registro Público de Panamá). Once the deed is registered, the company exists and can act. Founders may sign the articles anywhere, in any language, and none has to travel to set up a company in Panama. The process turns on these questions, in order: which form to use, why the resident agent must know who stands behind the company, what the law requires locally and what drives the government fees, what territorial taxation leaves in place, and what the company owes each year and what trading inside Panama adds.

COMPANY TYPES

S.A. or S. de R.L.: choosing the legal form

Panama offers founders two legal forms: the Sociedad Anónima (S.A.), a corporation under Law 32 of 1927 on corporations, and the Sociedad de Responsabilidad Limitada (S. de R.L.), a limited liability company under Law 4 of 2009. The structure decides how ownership moves. S.A. shares pass by an entry in the company's own register, so later shareholders stay off the public record, though not unknown. S. de R.L. quotas move only with the other partners' consent, and the registered articles name the partners. Owners of any nationality, resident or not, may form an S.A.; the limits fall on certain activities, and retail trade, for one, is reserved to Panamanians. An S.A.'s name must show it is a corporation.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Panama S.A. Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Panama S.A. Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one

Requirements For Directors:

At least three

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Panama S.A. Registered Capital Requirement

Minimum Registered Capital Requirement:

1. The registered capital is up to 10,000 US dollars

Capital Injection Not Required:

Positive

REQUIRED DOCUMENTS

Why the resident agent must know who owns the company

The Public Registry's list asks for the deed, not the owners' papers, which go to the resident agent. Under Law 23 of 2015 the agent must run due diligence on the people who own, control and run the company. Behind a corporate shareholder, it traces ownership to the natural persons in control. It files the beneficial owners in the private register created by Law 129 of 2020 and run by the Superintendencia de Sujetos no Financieros (SSNF), which supervises the agent. Only the agent, the SSNF and the competent authorities can see it, so it is confidential, not secret. Format rules on those papers come from compliance practice, and a bank later asks for much the same file.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Shareholder and director's passport front page scan;

Process: Not ApplicableFormat: Scan Copy

The one local requirement of Panama company registration

The resident agent is a condition set by law, and the one local element among the legal requirements for a company run from abroad. The articles must name the company's agent in Panama, and only a Panamanian lawyer or law firm may take the role. The trap is treating it as a one-off: the agent stays as long as the company exists, so a first-year price can leave out a yearly cost. Every company needs one, and the requirement is already met if you have a Panamanian lawyer or firm willing to act. The government part of the base cost depends on what is filed, since the Public Registry's duties rise with the authorized capital the articles state.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

USD 2,600

Requirements

Registered Address: A Panamanian resident lawyer or law firm is required to act as a registered agent

To register a Panamanian company, it is necessary to have a Panamanian lawyer or law firm serve as the registered agent. If there is no Panamanian resident lawyer or law firm to act as the registered agent, you can choose the registered agent service provided by TKEG Expat ™ (Belgium). (According to Law No. 23 of April 27, 2015, Executive Decree No. 35 of September 6, 2022, Law No. 124 of January 7, 2020, Law No. 129 of March 17, 2020, and Law No. 254 of November 11, 2021, Panamanian resident registered agents have an obligation and responsibility to collect, archive, maintain, supervise, report information, and conduct risk analysis on their clients when providing statutory entity permanent resident agent services and activities.)

Included: Yes ×1.00

Estimated Cost

Estimated Cost:

USD 2,600

Check Eligibility And Calculate Price

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TAX

Territorial tax and what an offshore company still owes

Panama taxes income on a territorial basis: under article 694 of the Tax Code (Código Fiscal), income tax falls on income produced within Panama, and foreign-source income stays outside it. From fiscal period 2027, Law 526 of 2026 taxes foreign-source passive income of multinational-group entities that lack substance in Panama. A company whose business is entirely offshore still registers with the Dirección General de Ingresos (DGI) for its taxpayer number, the RUC, and pays the Tasa Única, a flat annual charge owed with or without income: the tax that bites first. Panama-source income, or an activity that needs an Aviso de Operación, brings the income-tax return and dividend withholding, and can bring ITBMS.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

CIT Return Due Date:

Three months after the end of the fiscal year.

CIT Payment Due Date:

Tax payments must be made within three months after the end of the respective accounting period.

CIT Estimated Payment Due Date:

6 months, 9 months, and 12 months after the end of the tax year.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

5, 10 - 20/NA/NA

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

5, 10 - 20/12.5/12.5

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

10% on capital gains. Shares and securities: the buyer withholds 5% of the total value. Real estate: 2% transfer tax plus a 3% income-tax advance on the price or cadastral value, whichever is greater.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

23.33%

Composite Effective Marginal Tax Rate:

18.47%

Conclusion

Yearly upkeep and the next step

Registration alone does not let the company trade or hire inside Panama. Under Law 52 of 2016, a company with no operations in Panama gives its accounting records, or a copy, to the resident agent by 30 April each year. Letting the agent, the Tasa Única or the records lapse can get the company suspended. Commercial activity inside Panama needs the Aviso de Operación from the Ministry of Commerce and Industries (Ministerio de Comercio e Industrias, MICI), and a first hire needs employer registration with the Social Security Fund (Caja de Seguro Social, CSS). A corporate bank account is a separate approval. The next step is deciding, before filing, whether the company will start a business in Panama.

Panama

Jurisdiction Overview

About Panama

Panama is the Americas’ leading logistics hub with the Panama Canal, offering a dollarized economy, territorial tax system, and Latin America’s largest free trade zone in Colón for international commerce.

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