Directors and Officers of a Panama Corporation: Duties and Liability

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

How many directors and officers the law requires

Law 32 of February 26, 1927 (Gaceta Oficial 5067) governs Panamanian corporations. Article 2, item 9, requires the articles of incorporation to state the number of directors, no fewer than three, with names and addresses. Article 49 repeats that the Board of Directors has at least three adult members.

Article 65 adds that the corporation will have a president, a secretary and a treasurer, elected by the board, and any other officers, agents and representatives the board, the bylaws or the articles determine. The qualification manual of the Public Registry of Panama clarifies that the articles do not have to name officers, who can be appointed later. The company also needs an agent in the Republic (article 2, item 7), covered in the guide to the resident agent.

What each post does and what is delegated

The law does not describe each officer’s duties. What it says is spread across several articles.

For delegation, the board can appoint a committee of two or more of its members with all its powers, subject to the restrictions set (article 61). If the articles expressly authorize it, a director may be represented by a proxy (article 62). There is one limit: selling or disposing of all or part of the company’s assets also needs authorization from the shareholders entitled to vote (article 68), except placing assets in trust, pledge or mortgage to secure debts (article 70), if the articles say nothing else.

The law does not assign legal representation to a specific post. It is proven with the articles, the bylaws and the Public Registry certificate, as the guide to the online search explains.

Foreigners and one person in several posts

Articles 49 to 55 and 65 to 67 do not require directors or officers to be Panamanian or to live in Panama. Directors only need to be adults, and article 1 lets subscribers of any nationality sign the articles even if not domiciled in the country. Under the text of the law, a foreigner can be a director. A practical case is on how a foreigner incorporates a company without traveling.

Being a shareholder is not required either: unless the articles say otherwise, directors need not hold shares (article 55), and an officer need not be a director unless the articles or bylaws demand it (article 67).

On one person in several posts, article 66 lets them hold two or more officer posts if the articles or bylaws provide for it. Directors, by contrast, must be at least three and different people, according to the Public Registry manual.

Directors’ liability

Article 64 regulates liability toward creditors: directors who consent to certain acts, knowing they affect the share capital or that a statement is false, are jointly and severally liable for the resulting damages. The acts are:

• declaring or paying a dividend or distribution that leaves the company’s property below its liabilities, share capital included;
• reducing the share capital;
• making a false statement or report on a substantial point.

Shareholders, for their part, answer to creditors only up to what they owe on their shares (article 39), and that article does not mention directors. The cited articles do not show that directors answer for every debt or that they never do: they are liable in the article 64 cases, and other sources of liability outside Law 32 may exist and are reviewed case by case. Legal Solutions Panamá covers the topic in a blog post.

Nominees and the beneficial owner

A nominee director is registered without being the person who controls the company. Law 32 does not regulate that figure. What matters is Law 129 of 2020, whose article 2 defines the beneficial owner as the natural person who, directly or indirectly, owns, controls or exercises significant influence, including final effective control of a legal entity. The registered director does not replace that information. The resident agent must register the company and its beneficial owners (article 3 and the SSNF frequently asked questions), with name, ID or passport, birth date, nationality and address. The 2023 questions add that the agent must keep information on those who exercise final effective control. More in the guide to the beneficial owner.

How directors and officers are changed

Holders of a majority of the voting shares can remove directors at any time. Officers are replaced by resolution of a majority of the directors or as the articles and bylaws prescribe (article 63). Board vacancies are filled by a majority of its members, unless the articles say otherwise (article 59).

The manual notes that almost all of these acts require the tasa única to be current, except resignations of directors and officers.

Myths and facts

• Myth: one director is enough. Fact: the articles state no fewer than three and the board has at least three members (articles 2 and 49).
• Myth: directors must be shareholders. Fact: unless the articles say otherwise, it is not mandatory (article 55).
• Myth: president, secretary and treasurer must be three people. Fact: one person can hold several posts if the articles or bylaws allow it (article 66).
• Myth: officers have to be directors. Fact: not unless the articles or bylaws require it (article 67).
• Myth: a director must live in Panama. Fact: the articles on the board only require adulthood.
• Myth: directors are never liable. Fact: article 64 provides joint and several liability in the cases described.

Related articles

• Resident agent in Panama: what it does, what the law requires and how to choose
• Beneficial owner in Panama: what is declared and who files it
• Offshore company or operating company in Panama: how to choose
• How to open a company in Panama
• How to search the Public Registry of Panama online

Sources

All sources were checked on October 19, 2026. Official sources are in Spanish.

• National Assembly, Legispan: Law 32 of 1927 on corporations, Gaceta Oficial 5067.
• Judicial Branch: text of Law 32 of 1927.
• SIJUSA: Law 32 of 1927 with case law.
• Public Registry of Panama: Qualification Manual and the Public Registry website.
• Law 129 of 2020, beneficial-owner system (articles 2 and 3).
• SSNF: frequently asked questions on the Single Beneficial Owner Registry.
• SSNF: frequently asked questions on the beneficial owner.
• Legal Solutions Panamá: directors and corporate debts, consulted only to see what it covers.