Setting up and running a company in Panama

Last verified: 19 October 2026. Every fact links to its official source.

How a company is set up in Panama

The usual route has four stages. First, the founders draft and sign the corporate charter (pacto social), the document that creates the company. Second, the charter is filed at the Public Registry, naming a resident agent. Third, the company obtains its RUC (taxpayer number) from the Dirección General de Ingresos (DGI) and, if it will carry out a commercial or industrial activity, files the Notice of Operation (Aviso de Operación) in the Panamá Emprende system. Fourth, it meets the obligations that repeat every year. Radar’s article on how to open a company in Panama: steps, Notice of Operation and taxes covers the operating side in more detail.

The law does not require the shareholders to live in Panama. Law 32 of 1927 allows two or more adults of any nationality, even without a domicile in the Republic, to form a sociedad anónima for any lawful purpose (Law 32 of 1927, article 1, Official Gazette 5067). An interview published by Radar explains how a foreigner incorporates a company in Panama without travelling.

It helps to separate an operating company from a holding or offshore services company. Radar compares them in offshore company or operating company: how to choose by activity, and the guide how to set up an offshore company in Panama walks through the second path.

Types of company and which one fits

The sociedad anónima is the form most used for business and for international structures. The limited liability company (S.R.L.) and the private interest foundation serve different purposes. The table summarises what each rule sets out; Radar’s comparison of offshore and operating companies shows how the choice plays out by activity.

A foundation has little in common with a trading company. Radar analyses it in private interest foundation or trust: differences and which one fits and reports the lawyers’ cautions in the private interest foundation is not a magic tool.

Charter, resident agent and Public Registry

Article 2 of Law 32 of 1927 lists what the charter contains: names and domiciles of the subscribers, the company name (which cannot be the same as or similar to an existing one), its purpose, share capital and the number and value of shares, shares taken by each subscriber, domicile, the name and domicile of the agent in the Republic, duration, and the number of directors, which is not fewer than three. The charter may be executed inside or outside Panama and in any language, before a notary or authorised official. If signed abroad, it is filed with a Panamanian notary after authorisation by a Panamanian consul and, if it is not in Spanish, together with a translation by an official interpreter (articles 3, 4 and 5 of Law 32 of 1927).

The resident agent is the company’s legal link to the country. According to the Superintendency of Non-Financial Subjects (SSNF), it is the individual or law firm registered as such at the Public Registry, and the Public Registry suspends the corporate rights of a company that goes more than 90 calendar days without an agent after the previous one resigns or is removed (SSNF frequently asked questions, questions 12 and 13). What the agent does, how to hire one and how to change it is covered in resident agent in Panama: what it does, the law and how to choose.

At the Public Registry, incorporation is handled by the Mercantile Persons Department. It asks for the charter, payment of the qualification fees and, for sociedades anónimas and foundations, proof of the first single fee. Fees vary with capital and share type, and the institution itself says the process can take between one and two weeks (Panamá Digital, incorporation of companies). Once registered, the Public Registry certificate proves the company exists, with an average turnaround of three to four hours. To look up a company already registered, Radar explains how to search the Public Registry online.

Notice of Operation and tax ID

Law 5 of 11 January 2007 created the Notice of Operation as the single procedure for starting a commercial or industrial activity. It is filed in the Panamá Emprende system of the Ministry of Commerce and Industries (MICI) and replaced the former commercial licence. The fee is B/.15.00 for individuals and B/.55.00 for legal entities (Law 5 of 2007, article 6, Official Gazette 25709). The same law set an annual tax of 2% of the company’s capital, with a minimum of B/.100.00, and exempted those with invested capital below B/.10,000.00 (article 29). The Panamá Digital page points to Panamá Emprende and cites Law 5 and Executive Decree 26 of 2007.

Not everyone needs it. Article 4 of Law 5 exempts, among others, those engaged only in farming, livestock or similar activities, crafts with up to five salaried workers, non-profit activities and liberal professions practised individually or through civil companies. Article 2 lists activities that also require prior compliance with their own rules, such as banking, insurance, pharmacies, clinics, arms and private security. The ceiling of the annual tax is best confirmed with the DGI.

The RUC, the DGI taxpayer registration, is free of charge. For a legal entity the requirements are a notarised power of attorney (not needed if the legal representative appears with a lawyer), a copy of the representative’s ID or passport, a certified copy of the registered charter or a current Public Registry certificate, and the RUC form (Panamá Digital, RUC for legal entities).

Single fee, beneficial owner and other recurring obligations

The annual single fee (tasa única) comes from article 318-A of the Fiscal Code, in the text of Law 49 of 2009: B/.250.00 on registration and B/.300.00 in later years to keep the legal entity in full standing. It falls due on 15 July for companies registered from January to June and on 15 January for those registered from July to December, and is paid through the legal representative or the resident agent. A late payment carries a single surcharge of B/.50.00 per year or fraction, and two unpaid periods add a B/.300.00 fine and a delinquency annotation (Law 49 of 2009, Official Gazette 26370-C). According to the SSNF, three consecutive years of delinquency lead to suspension of corporate rights. Dates and effects are explained in the annual single fee for Panama companies: who pays and when it is due.

The beneficial owner is the individual who ultimately owns or controls the company. The resident agent, not the company, registers this person in the private single register run by the SSNF, created by Law 129 of 2020 and regulated by Executive Decree 13 of 2022. If the owner cannot be identified through share ownership, the person with effective control by other means is determined under article 10 of the decree (SSNF frequently asked questions, questions 10 and 15). The SSNF can order the suspension of corporate rights of a company not properly registered or updated by its agent. What the declaration contains is in beneficial owner in Panama: what is declared and who files it.

On top of these come the duties of any operating company: income tax, ITBMS where applicable, employer registration with the Social Security Fund if there are employees, and the accounting records the current rules require. Radar also compared in-house and outsourced payroll in Panama and published an interview on setting up a factoring company.

Free zones and special regimes

Outside the general regime there are several regimes with their own licences. Radar compares them in Panama’s special regimes: Colón Free Zone, Panamá Pacífico, SEM and EMMA.

For free zones, the General Directorate of Free Zones within the MICI was created by Executive Decree 1 of 2012 (MICI free zone regulations). Requirements differ for promoters, operators and companies (Panama free zone licence: requirements by licence type), and the tax benefits are broken down in Panama free zone tax incentives: what Law 32 says. For a technology business, Radar published the steps to set up a technology company in a free zone, a guide to offices in an innovation free zone, an overview of the innovation ecosystem and the context of Panama as a digital hub.

On the country’s tax reputation, the European Union Delegation in Panama reported that on 9 October 2026 EU finance ministers removed Panama from Annex I of the list of non-cooperative jurisdictions, citing the economic substance law and its implementing decree. The same source states that Panama will leave Annex II only once the Global Forum’s in-depth review confirms it as largely or fully compliant with the international standard (EU Delegation in Panama, 9 October 2026). The position can change at each review of the list. Radar summarises what still holds in Panama as an offshore jurisdiction.

Bank account, apostille and foreign documents

Banks apply their own due diligence. Agreement 1 of 2026 of the Superintendency of Banks, dated 16 January 2026, updated the rules against misuse of banking services. Its article 19 requires banks to build a client profile for legal entities (activity, incorporation date, structure, origin and destination of funds, country of incorporation and of domicile, amounts and frequency of transactions) and to obtain a copy of the charter, a Public Registry certificate or equivalent data, and the identification of officers, directors, attorneys and representatives. Banks must also refrain from starting a relationship with suspended companies (Agreement 1-2026, article 19; Superintendency notice). Practical requirements are in bank account for a Panama company: requirements and due diligence.

Documents issued abroad are apostilled in their country of origin if it is a party to the Hague Apostille Convention. Panama acceded on 30 October 1990 and the convention entered into force for the country on 4 August 1991 (HCCH convention status table). For Panamanian documents going abroad, the Ministry of Foreign Affairs states that apostilles are processed on the Panamá Conecta platform (MIRE, authentications and legalisations). Official translation and countries outside the convention are covered in apostille and official translation of documents for Panama: guide.

Myths and reality

• Belief: travelling to Panama is required to open a company. The law: the charter can be executed abroad and in any language, with the filing formalities of Law 32 of 1927.
• Belief: a sociedad anónima leaves no trace of its owners. The law: the resident agent registers the beneficial owner with the SSNF, and banks ask to identify that person.
• Belief: the single fee is paid once. The law: it is annual, due in January and July, and non-payment blocks filings and certificates.
• Belief: registering the company is enough to start selling. The law: Law 5 of 2007 requires the Notice of Operation to start the activity, except for exempt activities.
• Belief: Panama is still on the EU list of non-cooperative jurisdictions. The source: on 9 October 2026 it was removed from Annex I; it remains subject to the Global Forum review to leave Annex II.
• Belief: a free zone suits any business. The law: Law 32 of 2011 admits specific categories of company and requires a licence.

Sources

All sources were consulted on 19 October 2026.

• Law 32 of 1927 on sociedades anónimas, Official Gazette 5067.
• Law 5 of 11 January 2007, Official Gazette 25709 (Notice of Operation).
• Law 49 of 2009, Official Gazette 26370-C (single fee, article 318-A of the Fiscal Code).
• Superintendency of Non-Financial Subjects, Beneficial Owner Register frequently asked questions.
• Panamá Digital, incorporation of companies and private interest foundations and sociedad anónima certificate.
• Panamá Digital, Notice of Operation application and RUC for legal entities.
• Law 32 of 5 April 2011 on free zones, Official Gazette 26757-B, MICI company categories and free zone regulations.
• MICI, Multinational Headquarters regime and Panamá Pacífico, about us.
• Superintendency of Banks, Agreement 1 of 2026 and notice.
• EU Delegation in Panama, Panama removed from Annex I, 9 October 2026.
• Hague Conference, Apostille Convention status table and MIRE, authentications and legalisations.