Company Incorporation in Panama
Constitution of a Panamanian entity at the Registro Público. A Sociedad Anónima (Law 32 of 1927) — the classic holding and trading vehicle — needs at least two subscribers to the pacto social and a board of at least three directors/officers, who may be foreign and non-resident and need not attend; there is no statutory minimum paid-in capital, and the authorised capital drives only the registration rights. A resident agent (a Panamanian lawyer or law firm) is MANDATORY for every entity, drafts and executes the pacto social as a public deed before a Panamanian notary, files it, and is the AML/KYC and RUBF conduit — a foreign founder cannot self-file. Registro Público registration rights are capital-based rather than a single flat fee; the initial annual Tasa Única (B/.300 for a company, B/.400 for a private-interest foundation) is paid when the deed is registered. A registered entity then obtains its RUC from the DGI within the month following inscription, particularly where it will have Panama-source activity. Tax is territorial: only Panama-source income is taxed (25% for legal entities), and foreign-source income of a Panama entity is exempt. Filings are in Spanish.
10–20 business days
USD
Compare the structures
Every column is a vehicle you can actually incorporate here, and each is bought on its own terms. Every fact carries where it was read: on the authority’s own page, or — marked Indicative — on a filing platform or publication we name and link. Anything we could not read anywhere is marked Pending verification and confirmed with the authority before you pay.
| Sociedad Anónima (S.A.)The default corporation and the classic Panama holding / international trading vehicle — freely transferable shares, at least 2 subscribers to the pacto social and a board of at least 3 directors/officers, who may be foreign and non-resident; no statutory minimum paid-in capital (Law 32 of 1927) | Sociedad de Responsabilidad Limitada (S.R.L.)Closely held businesses wanting an LLC-style form with membership quotas (cuotas de participación) rather than shares, manageable by a single administrator — sometimes preferred for US check-the-box classification (Law 4 of 2009) | Fundación de Interés PrivadoEstate planning, succession and asset protection — an orphan entity with NO owners and no shares, directed by a foundation council of at least three natural persons (or one legal person) and typically holding the shares of an underlying S.A.; counted here as one owner, the founder, because the model requires a number (Law 25 of 1995). Pays the higher B/.400 Tasa Única | Sociedad en ComanditaVentures wanting a limited partnership — at least one general partner with UNLIMITED liability running the business and one or more limited partners contributing capital with capped liability; carried as unlimited because the general partner is. Much less used than the S.A. (Code of Commerce) | |
|---|---|---|---|---|
| Minimum owners | 2 | 2 | 1 | 2 |
| Maximum owners | Pending verification | Pending verification | Pending verification | Pending verification |
| Minimum directors | 3 | 1 | 3 | Pending verification |
| Liability | limited | limited | limited | unlimitedmixed |
| Foreign ownership | Yes | Yes | Yes | Yes |
| Tax treatment | Territorial. A Panama S.A. pays corporate income tax (impuesto sobre la renta) at 25% ONLY on Panama-source income (rent… | Same territorial regime as the S.A.: 25% corporate income tax on Panama-source income only; foreign-source income exempt… | Territorial: taxed only on Panama-source income at 25%; foreign-source income exempt. Typically holds foreign assets and… | Territorial: Panama-source income taxed at the applicable rate; foreign-source income exempt. Subject to the annual Tasa… |
| Audit required | No | No | No | Pending verification |
| Audit threshold | No general statutory audit requirement tied to size for a private S.A.; audited financials are required mainly for regul… | Pending verification | Pending verification | Pending verification |
| Annual compliance | Low | Low | Low | Low |
| Typical use | Foreign-owned holding company, international trading company, or asset-protection vehicle. Requires 2 subscribers to the… | Smaller closely held company or a US-owned entity electing pass-through treatment. Members hold participation quotas rat… | Private wealth/succession structure holding the shares of an operating or holding S.A.; there are no shareholders — it i… | Less common than the S.A./S.R.L.; used where a general partner runs the business and limited partners contribute capital… |
What we will need from you
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Designation of a Panamanian resident agent (a licensed Panamanian lawyer or law firm) — MANDATORY
The resident agent's acceptance appears in the pacto social itself. Incorporation cannot proceed without one, and the agent — not the client — files at the registry and into the RUBF.
Pacto social (articles of incorporation), executed as a public deed
States the corporate name (ending in a suffix such as S.A., Corp. or Inc.), the object, the authorised capital and number of shares, at least 2 subscribers and at least 3 directors/officers. Drafted and executed by the resident agent and notarised as an escritura pública.
Proof of payment of the Tasa Única and of the Registro Público qualification and registration rights
Beneficial-owner and KYC information provided to the resident agent for the RUBF
Collected by the resident agent for beneficial-ownership (Law 129 of 2020) and AML purposes; it is not filed at the registry and the RUBF is confidential.
For foreign individual or corporate parties: identification and constitutional documents for the resident agent's file
PARTIALLY VERIFIED. The official Panamá Digital trámite page lists only proof of Tasa Única payment, the pacto social and proof of qualification rights. Directors and shareholders may be foreign and non-resident and need not appear in person; foreign corporate shareholders are permitted; personal documents are collected by the resident agent for KYC rather than filed. Whether any apostille or consularisation of a foreign corporate document is required to incorporate was NOT confirmed — verify on registro-publico.gob.pa at quote.
Cost breakdown
Our fee and the government’s are always separate lines. Government fees are passed through at exactly what the authority charges — we add nothing to them.
| Registro Público — registration rights (derecho de registro) on the pacto social, capital-basedVERIFIED as CAPITAL-BASED, not a flat fee, on the official Panamá Digital trámite page.panamadigital.gob.pa/InformacionTramite/constitucion-de-sociedades-y-fundaciones-de-interes-privado): registration rights of B/.0.60 per each additional thousand of authorised capital above B/.100,000 and B/.0.12 per each additional thousand above B/.1,000,000, B/.20.00 per share without par value, plus qualification rights (derecho de calificación). The base/minimum figure for the small nominal capital a typical company is formed with is NOT published as a single number on any official page reached, and the Registro Público's own arancel was not fetched — so this is left unpriced, not a number we substituted. Read the arancel on registro-publico.gob.pa to confirm the minimum. Published in Balboas (B/.), which are pegged 1:1 to the US dollar — carried as USD with no conversion applied. | Confirmed before payment |
| Initial annual franchise tax (Tasa Única) — company (S.A. / S.R.L.)one line of this schedule appliesVERIFIED on the DGI Tasa Única page.mef.gob.pa/Preguntas/TasaU): "Las sociedades deben pagar anualmente B/.300.00 de Tasa Única." The first Tasa Única is paid when the pacto social is registered and annually thereafter. This is a Registro Público / DGI charge, not a resident-agent fee. Published in Balboas (B/.), which are pegged 1:1 to the US dollar — carried as USD with no conversion applied. | $300Read at source on 2026-09-10 |
| Initial annual franchise tax (Tasa Única) — private-interest foundationone line of this schedule appliesVERIFIED on the DGI Tasa Única page.mef.gob.pa/Preguntas/TasaU): "Las Fundaciones deben pagar B/.400.00 de Tasa Única" — higher than the B/.300 payable by companies. Paid at registration and annually thereafter. Published in Balboas (B/.), which are pegged 1:1 to the US dollar — carried as USD with no conversion applied. | $400Read at source on 2026-09-10 |
| Registro Público — registration of a foundation charterNot stated as a single figure on the official Panamá Digital trámite page reached.panamadigital.gob.pa/InformacionTramite/constitucion-de-sociedades-y-fundaciones-de-interes-privado). Registration rights follow the same capital-based schedule; the minimum for a foundation, which is endowed with a patrimonio rather than share capital, must be confirmed on registro-publico.gob.pa. | Confirmed before payment |
| Comriq professional fee | Fixed fee within 1 business day |
These are the authority’s published lines. Which of them apply depends on your filing — a schedule by headcount, capital or entity type is one line, not all of them — and the applicable line is confirmed before payment, at cost.
How it runs
You will see these exact stages update in your client portal as we progress.
Resident Agent Engaged
A licensed Panamanian lawyer or law firm is appointed as resident agent; they draft the pacto social and collect beneficial-owner and KYC information. Incorporation cannot proceed without one.
Corporate Name Cleared
The name — which must end in a corporate suffix such as S.A., Corp. or Inc., or in 'Fundación' for a foundation — is confirmed available at the Registro Público.
Pacto Social Executed
The articles of incorporation (or the foundation charter) are executed and notarised as a public deed (escritura pública) before a Panamanian notary.
Fees Paid
The initial Tasa Única (B/.300 for a company, B/.400 for a foundation) and the capital-based Registro Público registration and qualification rights are paid.
Registry Entry
The Registro Público records the deed and the entity acquires legal personality. Reported to take roughly 1–2 weeks depending on registry workload; the registry publishes no processing SLA.
RUC Obtained
The entity registers with the DGI and obtains its RUC (tax ID) within the month following its Registro Público inscription, particularly where it will have Panama-source activity.
Ready to start?
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Verified September 2026
Requirements and statutory fees are set by Registro Público de Panamá — the pacto social prepared, notarised and filed by a mandatory Panamanian resident agent (a licensed Panamanian lawyer or law firm) and change without notice. This page is general information, not legal or tax advice. Your engagement letter and quote are the binding documents.