Panama

Company formation and compliance in Panama.

Constitute a Sociedad Anónima (Law 32 of 1927 — at least 2 subscribers, a board of at least 3 directors/officers who may be foreign and non-resident, and no statutory minimum paid-in capital), an S.R.L. (Law 4 of 2009), a private-interest foundation (Law 25 of 1995) or a sociedad en comandita at the Registro Público. A resident agent — a licensed Panamanian lawyer or law firm — is mandatory for every entity, executes the pacto social as a public deed, files it, and is the AML/KYC and beneficial-ownership conduit: a foreign founder cannot self-file. Registro Público registration rights are capital-based (B/.0.60 per additional thousand of authorised capital above B/.100,000, B/.0.12 per thousand above B/.1,000,000, B/.20.00 per no-par-value share, plus qualification rights), so the incorporation cost is quoted, not listed. Tax is territorial: legal entities pay 25% on net taxable Panama-source income and foreign-source income of a Panama entity is exempt, so a purely offshore holder has no Panamanian income-tax charge. The recurring cost is the annual Tasa Única — B/.300 for a company, B/.400 for a foundation — payable whether or not the entity trades, by 15 July or 15 January according to the semester of registration, with a B/.50 late surcharge and, after three unpaid years, suspension plus a B/.1,000 rehabilitation fine and a B/.25 registral right. Alongside it sit two register obligations discharged through the agent: accounting records delivered annually and retained, and beneficial ownership kept current in the confidential RUBF (Law 129 of 2020). Spanish is the sole official language and the language of every filing; B/.1 = USD 1.