Contents of this guide
What a resident agent is and what the law requires
Law 129 of March 17, 2020 defines the resident agent as a lawyer holding a licence issued by the Fourth Chamber of General Business of the Supreme Court of Justice, or a law firm, appointed by a legal entity formed in Panama to exercise the powers and meet the obligations that Panamanian law requires of that role (article 2, as published on vLex). The same law requires every lawyer or firm providing that service to register with the SSNF.
The SSNF administers and holds the Single Beneficial Owner Register (RUBF in Spanish), a private system meant to give the competent authorities timely access to the beneficial owners of companies registered in Panama, with confidentiality and security. According to its frequently asked questions, registration of resident agents is free of charge and non-compliance is sanctioned under articles 22 to 24 of Law 254 of November 11, 2021.
Who does what: resident agent and company
Official sources and the firms that summarized Law 254 make it possible to separate what falls to the agent from what the company must provide:
| Topic | Resident agent | Company | Basis |
|---|---|---|---|
| Company registration in the RUBF | Registers the active company and its data | Provides the data | Law 129, SSNF |
| Beneficial owner | Registers the natural person with name, ID, birth date, nationality, address and the date that status was acquired | Reports who the person is and since when | SSNF, questions 9 and 11 |
| Initial registration deadline | 15 business days from incorporation to enter the data in the system | Delivers the information on time | Executive Decree 13 of 2022 |
| Annual single fee (tasa única) | May pay it and declare the registration date | Must keep it current | Fiscal Code, art. 318-A |
| Accounting records | Receives them and, per an INCP summary, reports non-compliance to the authority | Delivers them each year | Law 254 of 2021 |
| Single Registration Code | Must keep it active | Needs it to register acts in the Public Registry | La Estrella, decree |
Data from the SSNF, from the text of Executive Decree 13 of 2022 as reported by La Estrella de Panamá and from the INCP summary of Law 254. The yearly dates for accounting records can change through extensions, so the current calendar is confirmed with the authority.
The beneficial owner register and the agent’s role
The SSNF explains that registration works by invitation: resident agents receive an invitation, register themselves, and then register the legal entities and their beneficial owners. The companies that must be registered are the active ones, meaning those that have not been suspended or dissolved. Each agent is assigned a Single Registration Code (CUR), and according to La Estrella’s report on the implementing decree, that code must be active to register in the Public Registry corporate documents that require a resident agent.
On who counts as a beneficial owner, Executive Decree 2 of 2023, published in Gaceta Oficial 29695-A, amended article 10 of Decree 13 of 2022. For legal entities, the text refers to the natural person who owns or controls, directly or indirectly, 25 percent or more of the shares, interests or voting rights in the case of non-financial obliged subjects, and 10 percent or more for financial ones. It also covers whoever exercises effective control by other means, with special rules for private interest foundations and trusts. Radar’s guide to corporations, S.R.L.s and foundations compares those vehicles.
The SSNF also states that questions about the system go to consultasrubf@ssnf.gob.pa.
Ten questions before hiring a resident agent
The list below gathers points that follow from the obligations described above and works as a script for a first meeting:
- Is the agent a licensed lawyer or a law firm? The law reserves the role for those profiles.
- Is the agent registered with the SSNF? Registration is mandatory for every lawyer or firm providing the service.
- Is the CUR active? Without an active code, registering corporate acts in the Public Registry gets complicated.
- Which beneficial owner data will be requested? Name, ID or passport, birth date, nationality, address and the date that status was acquired.
- How are changes of shareholders or control reported? The agent works with up-to-date information, so the channel and the deadline are worth agreeing on.
- Who pays the annual single fee and how is each due date flagged? Payment can go through the agent. The calendar is in Radar’s guide to the single fee.
- How and when are the accounting records delivered? Law 254 of 2021 sets a yearly delivery to the agent, and the current date is confirmed in writing.
- What does the first-year fee include and what is charged afterwards? The scope and the renewal are worth putting in writing.
- What happens if the agent stops providing the service? Resignation and replacement have their own rules, and it helps to know who coordinates the change.
- How is confidentiality protected? The RUBF is a private system run by the SSNF, and the agent should explain how it handles the documents it receives.
Common mistakes when choosing
Four oversights can be avoided when choosing. First, treating the resident agent as a mere address instead of the role that answers to the SSNF. Second, not having the beneficial owner data at hand when the agent asks for it. Third, letting the single fee lapse because nobody was in charge of the reminder. Fourth, not reviewing what the first-year service includes. Radar’s guides on offshore or operating companies and on a bank account for an offshore company show how banks also ask for the beneficial owner data.
How the resident agent appears in an incorporation service
According to Legal Solutions Panamá’s company incorporation page, the Offshore Basic plan includes first-year resident agent fees together with the articles of incorporation, the registration receipt, the Public Registry certificate and the first-year single fee. The same page lists an annual reminder of taxes and fees with payment of fees before the DGI. Renewal details are explained when the case is assessed. For the full process of forming a company, Radar’s guide on how to open a company in Panama walks through each step.
Legal Solutions Panamá presents on its website the incorporation of offshore and operating companies, with first-year resident agent fees inside the Offshore Basic plan.
Frequently asked questions
Who can be a resident agent in Panama?
A lawyer holding a licence issued by the Fourth Chamber of General Business of the Supreme Court of Justice, or a law firm, appointed by the legal entity, under article 2 of Law 129 of 2020.
How is a resident agent verified in Panama?
By asking whether the agent is registered with the SSNF and has an active Single Registration Code, and by checking its standing as a lawyer. The SSNF answers system questions at consultasrubf@ssnf.gob.pa.
Which beneficial owner data is given to the resident agent?
Name, ID or passport number, birth date, nationality, address and the date the person became a beneficial owner, according to the SSNF frequently asked questions.
How long does the agent have to register a company in the system?
Executive Decree 13 of 2022, as reported by La Estrella, allows 15 business days from incorporation to enter the legal entity’s data in the Single System.
Can a resident agent be changed or resign?
Resignation and replacement of the agent have their own rules in Panamanian law. The current deadlines and requirements are confirmed with the SSNF and the Public Registry before acting.
Related articles
- Offshore Company or Operating Company in Panama: How to Choose by Activity
- Corporation, S.R.L. or private interest foundation: which vehicle suits in Panama by use
- Bank Account for a Panama Offshore Company: Requirements and Due Diligence
- How to search the Public Registry of Panama online
This content is informational and does not replace the advice of a Panamanian lawyer on a specific case.
Sources
- SSNF, Frequently asked questions on the Single Beneficial Owner Register: RUBF role, agent registration, beneficial owner data, sanctions.
- Law 129 of March 17, 2020 (vLex): article 2, definition of resident agent.
- La Estrella de Panamá, regulation of Law 129: 15 business day deadline and Single Registration Code.
- Executive Decree 2 of 2023, Gaceta Oficial 29695-A: article 10 on identifying the beneficial owner.
- Fiscal Code of Panama, article 318-A (Wikisource): payment of the single fee through the agent.
- INCP, summary of Law 254 of 2021: accounting records and agent duties.
- Legal Solutions Panamá, create a company in Panama.
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